EXECUTION

    


     

    HMB
      ACCEPTANCE CORP., as Depositor

     

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator and Master Servicer

     

     

    HOMEBANC
      MORTGAGE CORPORATION, as Seller and Servicer

     

     

    WILMINGTON
      TRUST COMPANY, as Delaware Trustee

     

     

    and
      

     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, as Trustee

     

     

    ___________________________

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of March 1, 2007

    ___________________________

     

     

    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    TABLE
      OF
      CONTENTS

    Page

    

      
        	
                ARTICLE
                  I DEFINITIONS

              	
                9

              
	 	 	 
	
                Section
                  1.01.

              	
                Definitions

              	
                9

              
	
                Section
                  1.02.

              	
                Calculations
                  With Respect to the Mortgage Loans

              	
                50

              
	
                Section
                  1.03.

              	
                Calculations
                  With Respect to Group I Accrued Interest

              	
                50

              
	 	 	 
	
                ARTICLE
                  IA

              	 	
                50

              
	 	 	 
	
                Section
                  1A.01.

              	
                Name
                  of Trust

              	
                50

              
	
                Section
                  1A.02.

              	
                Office

              	
                50

              
	
                Section
                  1A.03.

              	
                Declaration
                  of Trust

              	
                50

              
	
                Section
                  1A.04.

              	
                Purpose
                  and Powers

              	
                51

              
	
                Section
                  1A.05.

              	
                Liability
                  of the Certificateholders

              	
                51

              
	
                Section
                  1A.06.

              	
                Title
                  To Trust Property

              	
                51

              
	
                Section
                  1A.07.

              	
                Situs
                  of Trust

              	
                51

              
	
                Section
                  1A.08.

              	
                The
                  Delaware Trustee

              	
                51

              
	
                Section
                  1A.09

              	
                Separateness
                  Provisions

              	
                53

              
	
                Section
                  1A.10

              	
                Assets
                  of the Trust

              	
                54

              
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS

              	
                54

              
	 	 	 
	
                Section
                  2.01.

              	
                Creation
                  and Declaration of Trust; Conveyance of Mortgage Loans.

              	
                54

              
	
                Section
                  2.02.

              	
                Acceptance
                  of Trust Estate; Review of Documentation

              	
                58

              
	
                Section
                  2.03.

              	
                Grant
                  Clause.

              	
                59

              
	
                Section
                  2.04.

              	
                Covenant
                  of Seller with Respect to Certificates.

              	
                61

              
	 	 
	
                ARTICLE
                  III REPRESENTATIONS AND WARRANTIES

              	
                61

              
	 	 	 
	
                Section
                  3.01.

              	
                Representations
                  and Warranties of the Depositor and the Seller

              	
                61

              
	
                Section
                  3.02.

              	
                Discovery
                  of Breach

              	
                63

              
	
                Section
                  3.03.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans

              	
                64

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

              	
                65

              
	 	 	 
	
                Section
                  4.01.

              	
                Servicer
                  to Perform Servicing Responsibilities.

              	
                65

              
	
                Section
                  4.02.

              	
                Servicing
                  of the Mortgage Loans.

              	
                66

              
	
                Section
                  4.03.

              	
                Payments
                  to the Master Servicer.

              	
                79

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  4.04.

              	
                General
                  Servicing Procedures.

              	
                81

              
	
                Section
                  4.05.

              	
                Representations,
                  Warranties and Agreements.

              	
                83

              
	
                Section
                  4.06.

              	
                The
                  Servicer.

              	
                86

              
	
                Section
                  4.07.

              	
                Termination
                  for Cause

              	
                88

              
	
                Section
                  4.08.

              	
                Successor
                  to Servicer

              	
                90

              
	
                Section
                  4.09.

              	
                Subservicers
                  and Subservicing Agreements.

              	
                91

              
	 	 
	
                ARTICLE
                  V ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS BY THE
                  MASTER
                  SERVICER AND THE SECURITIES ADMINISTRATOR

              	
                92

              
	 	 	 
	
                Section
                  5.01.

              	
                Duties
                  of the Master Servicer; Representations and Warranties

              	
                92

              
	
                Section
                  5.02.

              	
                Master
                  Servicer Fidelity Bond and Master Servicer Errors and Omissions
                  Insurance
                  Policy.

              	
                94

              
	
                Section
                  5.03.

              	
                Master
                  Servicer’s Financial Statements and Related
                  Information

              	
                95

              
	
                Section
                  5.04.

              	
                Power
                  to Act; Procedures.

              	
                95

              
	
                Section
                  5.05.

              	
                Enforcement
                  of Servicer’s and Master Servicer’s Obligations

              	
                96

              
	
                Section
                  5.06.

              	
                Collection
                  Account.

              	
                97

              
	
                Section
                  5.07.

              	
                Application
                  of Funds in the Collection Account

              	
                98

              
	
                Section
                  5.08.

              	
                Reports
                  to Trustee and Certificateholders.

              	
                100

              
	
                Section
                  5.09.

              	
                Termination
                  of Servicer; Successor Servicers.

              	
                104

              
	
                Section
                  5.10.

              	
                Master
                  Servicer Liable for Enforcement

              	
                105

              
	
                Section
                  5.11.

              	
                Assumption
                  of Master Servicing by Trustee.

              	
                105

              
	
                Section
                  5.12.

              	
                Release
                  of Mortgage Files.

              	
                105

              
	
                Section
                  5.13.

              	
                Documents,
                  Records and Funds in Possession of Master Servicer to be Held for
                  Trustee.

              	
                106

              
	
                Section
                  5.14.

              	
                Opinion

              	
                108

              
	
                Section
                  5.15.

              	
                Trustee
                  To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                108

              
	
                Section
                  5.16.

              	
                Compensation
                  to the Master Servicer

              	
                108

              
	
                Section
                  5.17.

              	
                Merger
                  or Consolidation

              	
                109

              
	
                Section
                  5.18.

              	
                Resignation
                  of Master Servicer

              	
                109

              
	
                Section
                  5.19.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer

              	
                109

              
	
                Section
                  5.20.

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                109

              
	
                Section
                  5.21.

              	
                Indemnification;
                  Third Party Claims

              	
                110

              
	
                Section
                  5.22.

              	
                Alternative
                  Index

              	
                111

              
	
                Section
                  5.23.

              	
                Transfer
                  of Servicing

              	
                111

              
	
                Section
                  5.24.

              	
                Compliance
                  with Safeguarding Customer Information Requirements

              	
                112

              
	
                Section
                  5.25.

              	
                REO
                  Property.

              	
                112

              
	 	 
	
                ARTICLE
                  VI THE CERTIFICATES; DEPOSITS AND DISTRIBUTIONS TO HOLDERS OF
                  CERTIFICATES

              	
                113

              
	 	 	 
	
                Section
                  6.01.

              	
                The
                  Certificates.

              	
                113

              
	
                Section
                  6.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                114

              
	
                Section
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                118

              
	
                Section
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                119

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  6.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                119

              
	
                Section
                  6.06.

              	
                Maintenance
                  of Office or Agency.

              	
                119

              
	
                Section
                  6.07.

              	
                The
                  Certificate Account.

              	
                119

              
	
                Section
                  6.08.

              	
                Distributions
                  from the Certificate Account

              	
                120

              
	
                Section
                  6.09.

              	
                Allocation
                  of Losses.

              	
                126

              
	
                Section
                  6.10.

              	
                Control
                  of the Trust Accounts

              	
                128

              
	
                Section
                  6.11.

              	
                Monthly
                  Advances by Master Servicer and Servicer

              	
                132

              
	 	 
	
                ARTICLE
                  VII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                133

              
	 	 	 
	
                Section
                  7.01.

              	
                Duties
                  of Trustee and the Securities Administrator.

              	
                133

              
	
                Section
                  7.02.

              	
                Certain
                  Matters Affecting the Trustee and the Securities
                  Administrator.

              	
                134

              
	
                Section
                  7.03.

              	
                Neither
                  Trustee nor Securities Administrator Liable for Certificates or
                  Mortgage
                  Loans.

              	
                136

              
	
                Section
                  7.04.

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	
                136

              
	
                Section
                  7.05.

              	
                Fees
                  and Expenses of the Trustee, the Securities Administrator and
                  Others.

              	
                136

              
	
                Section
                  7.06.

              	
                Eligibility
                  Requirements for the Trustee and the Securities
                  Administrator.

              	
                137

              
	
                Section
                  7.07.

              	
                Resignation
                  and Removal of Trustee or Securities Administrator.

              	
                138

              
	
                Section
                  7.08.

              	
                Successor
                  Trustee or Securities Administrator.

              	
                139

              
	
                Section
                  7.09.

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	
                139

              
	
                Section
                  7.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                139

              
	
                Section
                  7.11.

              	
                Tax
                  Matters.

              	
                141

              
	 	 
	
                ARTICLE
                  VIII ANNUAL COMPLIANCE MATTERS

              	
                142

              
	 	 	 
	
                Section
                  8.01.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                142

              
	
                Section
                  8.02.

              	
                Annual
                  Compliance Statement.

              	
                143

              
	
                Section
                  8.03.

              	
                Sarbanes-Oxley
                  Certification.

              	
                144

              
	
                Section
                  8.04.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                144

              
	
                Section
                  8.05.

              	
                Additional
                  Information.

              	
                149

              
	
                Section
                  8.06.

              	
                Intention
                  of the Parties and Interpretation.

              	
                149

              
	
                Section
                  8.07.

              	
                Indemnification.

              	
                150

              
	 	 
	
                ARTICLE
                  IX

              	
                151

              
	 	 
	
                MASTER
                  SERVICER EVENTS OF DEFAULT

              	
                151

              
	 	 	 
	
                Section
                  9.01.

              	
                Master
                  Servicer Events of Default; Trustee To Act; Appointment of
                  Successor

              	
                151

              
	
                Section
                  9.02.

              	
                Additional
                  Remedies of Trustee Upon Event of Default

              	
                155

              
	
                Section
                  9.03.

              	
                Waiver
                  of Defaults

              	
                155

              
	
                Section
                  9.04.

              	
                Notification
                  to Holders

              	
                155

              


      

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

       

      
        	
                Section
                  9.05.

              	
                Directions
                  by Certificateholders and Duties of Trustee During Master Servicer
                  Event
                  of Default

              	
                155

              
	
                Section
                  9.06.

              	
                Action
                  Upon Certain Failures of the Master Servicer and Upon Master Servicer
                  Event of Default

              	
                156

              
	 	 
	
                ARTICLE
                  X TERMINATION

              	
                156

              
	 	 	 
	
                Section
                  10.01.

              	
                Termination

              	
                156

              
	
                Section
                  10.02.

              	
                Termination
                  Prior to Maturity Date; Optional Redemption

              	
                156

              
	
                Section
                  10.03.

              	
                Certain
                  Notices upon Final Distribution

              	
                157

              
	
                Section
                  10.04.

              	
                Additional
                  Termination Requirements.

              	
                158

              
	 	 
	
                ARTICLE
                  XI REMIC ADMINISTRATION

              	
                158

              
	 	 	 
	
                Section
                  11.01.

              	
                REMIC
                  Administration.

              	
                158

              
	
                Section
                  11.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                161

              
	
                Section
                  11.03.

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

              	
                161

              
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	
                162

              
	 	 	 
	
                Section
                  12.01.

              	
                Binding
                  Nature of Agreement; Assignment

              	
                162

              
	
                Section
                  12.02.

              	
                Entire
                  Agreement

              	
                162

              
	
                Section
                  12.03.

              	
                Amendment.

              	
                162

              
	
                Section
                  12.04.

              	
                Acts
                  of Certificateholders

              	
                163

              
	
                Section
                  12.05.

              	
                Recordation
                  of Agreement

              	
                163

              
	
                Section
                  12.06.

              	
                Governing
                  Law; Submission to Jurisdiction

              	
                163

              
	
                Section
                  12.07.

              	
                Notices

              	
                164

              
	
                Section
                  12.08.

              	
                Severability
                  of Provisions

              	
                166

              
	
                Section
                  12.09.

              	
                Indulgences;
                  No Waivers

              	
                166

              
	
                Section
                  12.10.

              	
                Headings
                  Not To Affect Interpretation

              	
                166

              
	
                Section
                  12.11.

              	
                Benefits
                  of Agreement

              	
                166

              
	
                Section
                  12.12.

              	
                Special
                  Notices to the Rating Agencies.

              	
                167

              
	
                Section
                  12.13.

              	
                Counterparts

              	
                167

              


      

    

    



    
      
         

      

      
        iv

        
          

        

      

      
         

      

    


    ATTACHMENTS

    


    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            


    

    
      	
              Exhibit
                B-1

            	
              Form
                of Transferor Certificate

            


    

    
      	
              Exhibit
                B-2

            	
              Form
                of Investment Letter

            


    

    
      	
              Exhibit
                B-3

            	
              Form
                of Rule 144A Letter

            


    

    
      	
              Exhibit
                B-4

            	
              ERISA
                Affidavit

            


    

    
      	
              Exhibit
                B-5

            	
              Residual
                Transfer Affidavit

            


    

    
      	
              Exhibit
                B-6

            	
              Residual
                Transferee Affidavit

            


    

    
      	
              Exhibit
                C

            	
              Custodial
                Account Letter Agreement 

            


    

    
      	
              Exhibit
                D

            	
              Escrow
                Account Letter Agreement

            


    

    
      	
              Exhibit
                E

            	
              Standard
                Layout For Monthly Defaulted Loan
                Report

            


    

    
      	
              Exhibit
                F

            	
              Relevant
                Servicing Criteria

            


    

    
      	
              Exhibit
                G

            	
              Back-up
                Certification

            


    

    
      	
              Exhibit
                H

            	
              Additional
                10-D Disclosure

            


    

    
      	
              Exhibit
                I

            	
              Additional
                10-K Disclosure

            


    

    
      	
              Exhibit
                J

            	
              Form
                8-K Disclosure

            


    

    
      	
              Exhibit
                K

            	
              Additional
                Disclosure Notification

            


    

    
      	
              Exhibit
                L

            	
              Servicing
                Fee Schedule

            


    

    
      	
              Exhibit
                M

            	
              Form
                of Certificate of Trust

            


    

    
      	
              Exhibit
                N

            	
              List
                of Transaction Parties

            


    

    


     

    
      	
              Schedule
                A

            	
              Mortgage
                Loan Schedule

            


    

    


    


    



    
      
         

      

      
        v

        
          

        

      

      
         

      

    



    This
      POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007 (this “Agreement” or
      this “Pooling and Servicing Agreement”), is by and among HMB ACCEPTANCE CORP., a
      Delaware corporation, as depositor (the “Depositor”), U.S. BANK NATIONAL
      ASSOCIATION, as trustee (the “Trustee”), WELLS FARGO BANK, N.A., as securities
      administrator (in such capacity, the “Securities Administrator”) and master
      servicer (in such capacity, the “Master Servicer”), HOMEBANC MORTGAGE
      CORPORATION, a Georgia corporation, as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”) and WILMINGTON TRUST COMPANY,
      a Delaware banking corporation, as Delaware trustee (the “Delaware
      Trustee”).

    


    PRELIMINARY
      STATEMENT

    


    The
      Depositor has acquired the Mortgage Loans from the Seller, and at the Closing
      Date is the owner of the Mortgage Loans and the other property being conveyed
      by
      it to the Trustee hereunder for inclusion in the Trust Estate. On the Closing
      Date, the Depositor will acquire the Certificates from the Trust, as
      consideration for its transfer to the Trust of the Mortgage Loans and the other
      property constituting the Trust Estate. The Depositor has duly authorized the
      execution and delivery of this Agreement to provide for the conveyance to the
      Trustee of the Mortgage Loans and the other property constituting the Trust
      Estate. All covenants and agreements made by the Seller in the Mortgage Loan
      Purchase Agreement and by the Depositor, the Master Servicer, the Servicer,
      the
      Securities Administrator and the Trustee herein with respect to the Mortgage
      Loans and the other property constituting the Trust Estate are for the benefit
      of the Holders from time to time of the Certificates. The Depositor, the
      Trustee, the Master Servicer, the Servicer and the Securities Administrator
      are
      entering into this Agreement, and the Trustee is accepting the Trust Estate,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged. 

    


    As
      provided herein, an election shall be made that portions of the Trust Fund
      be
      treated for federal income tax purposes as comprising four real estate mortgage
      investment conduits under Section 860D of the Code (each a “REMIC” or, in the
      alternative, Lower-Tier REMIC I, Lower-Tier REMIC II, REMIC 2 and REMIC 3 (REMIC
      3 also being referred to as the “Upper Tier REMIC”)). Any inconsistencies or
      ambiguities in this Agreement or in the administration of this Agreement shall
      be resolved in a manner that preserves the validity of such REMIC
      elections.

    


    Each
      Certificate, other than the Class R Certificates, represents ownership of a
      regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.
      The Class R Certificate represents ownership of the sole Class of residual
      interest in each REMIC for purposes of the REMIC Provisions.

    


    The
      Upper
      Tier REMIC shall hold as its assets the several uncertificated interests in
      REMIC 2, other than the LT2-R Interest, and each such interest is hereby
      designated as a regular interest in REMIC 2 for purposes of the REMIC
      Provisions. REMIC 2 shall hold as its assets the several Classes of
      uncertificated interests in Lower-Tier REMIC I and Lower-Tier REMIC II, other
      than the LT-RI and LTR-II Interests, and each such interest is hereby designated
      as a regular interest in Lower-Tier REMIC I or Lower-Tier REMIC II, as
      applicable, for purposes of the REMIC Provisions. Lower-Tier REMIC I shall
      hold
      as its assets the Pool I Mortgage Loans and any related assets and Lower Tier
      REMIC II shall hold as assets the Pool II Mortgage Loans and related assets.
      

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    The
      startup day for each REMIC created hereby for purposes of the REMIC Provisions
      is the Closing Date. In addition, for purposes of the REMIC Provisions, the
      latest possible maturity date for each regular interest in each REMIC created
      hereby is the Latest Possible Maturity Date. 

    


    Lower-Tier
      REMIC I

    


    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance for each interest in Lower-Tier REMIC I, each of
      which, other than the LT-RI Interest, is hereby designated as a regular interest
      (each, a “REMIC LT-I Regular Interest).

    


    
      	
              REMIC
                LTI Designation

            	 	
              REMIC
                LTI 

              Interest
                Rate

            	 	
              Initial
                Principal 

              Balance

            	 	
              Related
                Loan Group 

            
	
              LTI-1-Senior

            	 	
              (1)

            	 	
              $ 155,874,201.62

            	 	
              Loan
                Group I-1

            
	
              LTI-1-Sub

            	 	
              (1)

            	 	
              $        115,436.38

            	 	
              Loan
                Group I-1

            
	
              LT1-2-Senior

            	 	
              (2)

            	 	
              $   63,373,205.63

            	 	
              Loan
                Group I-2

            
	
              LTI-2-Sub

            	 	
              (2)

            	 	
              $          46,931.37

            	 	
              Loan
                Group I-2

            
	
              LTI-3-Senior

            	 	
              (3)

            	 	
              $   25,791,154.43

            	 	
              Loan
                Group I-3

            
	
              LTI-3-Sub

            	 	
              (3)

            	 	
              $          19,102.57

            	 	
              Loan
                Group I-3

            
	
              LT-RI

            	 	
              (4)

            	 	
              (4)

            	 	
              NA

            


    

    ____________________

    


    
      	
              (1)

            	
              The
                interest rate with respect
                to any Distribution Date (and the related Interest Accrual Period)
                for
                each of these REMIC LT-I Regular Interests is a per annum rate equal
                to
                the weighted average of the Net Mortgage Rates of the Mortgage Loans
                in
                Loan Group I-1 as of the first day of the related Collection
                Period.

            


    

    


    
      	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC LT-I Regular Interests
                is
                a per annum rate equal to the weighted average of the Net Mortgage
                Rates
                of the Mortgage Loans in Loan Group I-2 as of the first day of the
                related
                Collection Period.

            


    

    


    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC LT-I Interests is
                a per
                annum rate equal to the weighted average of the Net Mortgage Rates
                of the
                Mortgage Loans in Loan Group I-3 as of the first day of the related
                Collection Period.

            


    

    


    
      	
              (4)

            	
              The
                Class LT-RI Interest is the sole residual interest in Lower-Tier
                REMIC I.
                It does not have an interest rate or a principal
                balance.

            


    

    


    On
      each
      Distribution Date, the Paying Agent shall first pay or charge as an expense
      of
      Lower-Tier REMIC I all expenses of the Trust associated with Pool I for such
      Distribution Date.

    


    On
      each
      Distribution Date, the Paying Agent shall distribute the remaining Available
      Funds with respect to the Mortgage Loans in Loan Group I-1, Loan Group I-2,
      and
      Loan Group I-3 in the following order or priority:

    


    (i)
      First, to the LTI-1-Sub, LTI-2-Sub, and LTI-3-Sub Interests as
      follows:

    


    
      	 	
              1.

            	
              To
                the LTI-Sub-1 Interest until its principal balance equals one percent
                of
                the Subordinate Component for Loan Group I-1 for the immediately
                succeeding Distribution Date;

            


    

    



    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    


    
      	 	
              2.

            	
              To
                the LTI-Sub-2 Interest until its principal balance equals one percent
                of
                the Subordinate Component for Loan Group I-2 for the immediately
                succeeding Distribution Date

            


    

    


    
      	 	
              3.

            	
              To
                the LTI-Sub-3 Interest until its principal balance equals one percent
                of
                the Subordinate Component for Loan Group I-3 for the immediately
                succeeding Distribution Date;

            


    

    


    
      	 	
              4.

            	
              To
                the LTI-1 Sub, LTI-2-Sub, and LTI-3-Sub Interests the amount necessary
                to
                cause the ratio of the principal balance of each such REMIC LT-I
                Regular
                Interest to each of the other REMIC LT-I Regular Interests having
“Sub” in
                its designation to equal the ratio of the Subordinate Component for
                the
                related Loan Group for the immediately succeeding Distribution Date
                to the
                aggregate of the Subordinate Components of the other Loan Groups
                for the
                immediately succeeding Distribution
                Date;

            


    

    


    (ii)
      Second, concurrently to the LTI-1 Senior, LTI-2 Senior, and LTI-3 Senior
      Interests until the principal balance of each such REMIC LT-I Regular Interest
      equals the excess of the Loan Group Balance for the related Loan Group on the
      last day of the related Collection Period after taking into account all payments
      received during such Collection Period over the principal balance of the LTI-1
      Sub Interest, in the case of the LTI-1 Senior Interest, the LTI-2 Sub Interest,
      in the case of the LTI-2 Senior Interest, and the LTI-3 Sub Interest, in the
      case of the LTI-3 Senior Interest, after taking into account distributions
      made
      pursuant to priority (i) above on such Distribution Date;

    


    (iii)
      Third, as interest at the rates described above on each of the REMIC LT-I
      Regular Interests

    


    (iv)
      Fourth, any remaining amounts, to the LT-RI Interest.

    


    All
      Realized Losses on the Pool I Mortgage Loans shall be allocated among the REMIC
      LT-I Regular Interests in the same manner that principal distributions are
      allocated. 

    


    Lower-Tier
      REMIC II

    


    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance for each interest in Lower-Tier REMIC I, each of
      which, other than the LT-RII Interest, is hereby designated as a regular
      interest (each, a “REMIC LT-II Regular Interest).

     

    
      	
              Lower-Tier

              REMIC
                II 

              Designation

            	 	
              Lower-Tier
                

              REMIC-II
                Interest 

              Rate

            	 	
              Initial
                Principal 

              Balance

            	 	
              Corresponding
                

              Class
                of 

              Certificates

            
	
              LTII-A

            	 	
              (1)

            	 	
              $   21,984,000.00

            	 	
              Class
                II-A

            
	
              LTII-M-1

            	 	
              (1)

            	 	
              $     1,657,000.00

            	 	
              Class
                II-M-1

            
	
              LTII-M-2

            	 	
              (1)

            	 	
              $     1,123,000.00

            	 	
              Class
                II-M-2

            
	
              LTII-B

            	 	
              (1)

            	 	
              $     1,041,000.00

            	 	
              Class
                I-B

            
	
              LTII-Q

            	 	
              (1)

            	 	
              $   28,983,796.00

            	 	
              N/A

            
	
              LT-RII

            	 	
              (2)

            	 	
              (2)

            	 	 


    

    


    



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC LT-II Regular Interests
                is a per annum rate equal to the weighted average of the Net Mortgage
                Rates of the Pool II Mortgage Loans as of the first day of the related
                Collection Period.

            


    

    


    
      	
              (2)

            	
              The
                LT-RII is the sole residual interest in Lower-Tier REMIC II. It does
                not
                have an interest rate or a principal
                balance.

            


    

    


    On
      each
      Distribution Date, the Paying Agent shall first pay or charge as an expense
      of
      Lower-Tier REMIC II all expenses of the Trust associated with Pool II for such
      Distribution Date.

    


    On
      each
      Distribution Date, the Paying Agent shall distribute the Group II Interest
      Funds
      among the REMIC LT-II Regular Interests as interest at the rates described
      above, provided, however, that interest that accrues on the LTII-Q Interest
      shall be deferred on any Distribution Date in an amount equal to one-half of
      the
      increase in the Group II Overcollateralization Amount on such Distribution
      Date
      and interest so deferred shall be distributed as principal according to priority
      1 below.

    


    On
      each
      Distribution Date, the Paying Agent shall distribute the Group II Principal
      Distribution Amount in the following order or priority:

    


    
      	 	
              1.

            	
              First,
                to each of the LTII-A, LTII-M-1, LTII-M-2, and LTII-B Interests until
                the
                principal balance of each such REMIC LT-II Regular Interest equals
                one-half the Class Principal Amount of the Corresponding Class of
                Certificates immediately after such Distribution
                Date;

            


    

    


    
      	 	
              2.

            	
              Second,
                to the LT-II Q Interest any remaining
                amounts.

            


    

    


    All
      Realized Losses on the Pool II Mortgage Loans shall be allocated among the
      REMIC
      LT-I Regular Interests in the same manner that principal distributions are
      allocated. 

    


    REMIC
      2

    


    The
      following table sets forth (or describes) the designation, interest rate, and
      initial principal balance for each interest in REMIC 2, each of which, other
      than the LT-R2 Interest, is hereby designated as a regular interest (each,
      a
“REMIC 2 Regular Interest).

    


    
      	
              REMIC
                2 Lower

              Tier
                Class Designation

            	 	
              REMIC
                2 Lower 

              Tier
                Interest Rate

            	 	
              Initial
                

              Principal
                Balance

            	 	
              Corresponding
                

              Class
                of 

              Certificates
                

            
	
              LTI-1A-1

            	 	
              (1)

            	 	
              $ 116,992,000.00

            	 	
              Class
                I-1A-1

            
	
              LTI-1A-2

            	 	
              (1)

            	 	
              $   27,454,000.00

            	 	
              Class
                I-1A-2

            
	
              LTI-2A-1

            	 	
              (2)

            	 	
              $   54,034,000.00

            	 	
              Class
                I-2A-1

            
	
              LTI-2A-2

            	 	
              (2)

            	 	
              $     4,693,000.00

            	 	
              Class
                I-2A-2

            
	
              LTI-3A-1

            	 	
              (3)

            	 	
              $   21,990,000.00

            	 	
              Class
                I-3A-1

            
	
              LTI-3A-2

            	 	
              (3)

            	 	
              $     1,910,000.00

            	 	
              Class
                I-3A-2

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              LTI-B-1

            	 	
              (4)

            	 	
              $     5,517,000.00

            	 	
              Class
                I-B-1

            
	
              LTI-B-2

            	 	
              (4)

            	 	
              $     4,045,000.00

            	 	
              Class
                I-B-2

            
	
              LTI-B-3

            	 	
              (4)

            	 	
              $     3,066,000.00

            	 	
              Class
                I-B-3

            
	
              LTI-B-4

            	 	
              (4)

            	 	
              $     3,310,000.00

            	 	
              Class
                I-B-4

            
	
              LTI-B-5

            	 	
              (4)

            	 	
              $     1,227,000.00

            	 	
              Class
                I-B-5

            
	
              LTI-B-6

            	 	
              (4)

            	 	
              $        982,032.00

            	 	
              Class
                I-B-6

            
	
              LTII-A

            	 	
              (5)

            	 	
              $   43,968,000.00

            	 	
              Class
                II-A

            
	
              LTII-M-1

            	 	
              (5)

            	 	
              $     3,314,000.00

            	 	
              Class
                II-M-1

            
	
              LTII-M-2

            	 	
              (5)

            	 	
              $     2,246,000.00

            	 	
              Class
                II-M-2

            
	
              LTII-B

            	 	
              (5)

            	 	
              $     2,082,000.00

            	 	
              Class
                II-B

            
	
              LTII-X

            	 	
              (6)

            	 	
              (6)

            	 	
              Class
                II-X

            
	
              LT-R2

            	 	
              (7)

            	 	
              (7)

            	 	
              N/A

            


    

    ______________________

    


    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC 2 Regular Interests
                is a
                per annum rate equal to the weighted average of the Net Mortgage
                Rates of
                the Mortgage Loans in Loan Group I-1 as of the first day of the related
                Collection Period.

            


    

    


    
      	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC 2 Regular Interests
                is a
                per annum rate equal to the weighted average of the Net Mortgage
                Rates of
                the Mortgage Loans in Loan Group I-2 as of the first day of the related
                Collection Period.

            


    

    


    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC 2 Regular Interests
                is a
                per annum rate equal to the weighted average of the Net Mortgage
                Rates of
                the Mortgage Loans in Loan Group I-3 as of the first day of the related
                Collection Period.

            


    

    


    
      	
              (4)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC 2 Regular Interests
                is a
                per annum rate equal to the weighted average of the interest rates
                on the
                LTI-1-Sub, LTI-2-Sub, and LTI-3-Sub Interests for such Distribution
                Date,
                weighted based on their relative principal balances before taking
                into
                account any distributions on such Distribution
                Date.

            


    

    


    
      	
              (5)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of these REMIC 2 Regular Interests
                is a
                per annum rate equal to the Group II Certificate Interest Rate on
                the
                Corresponding Class of Certificates for such Distribution
                Date.

            


    

    


    
      	
              (6)

            	
              The
                LTII-X Interest comprises two components, one of which has an initial
                principal balance of $3,178,796 on which no interest will accrue.
                The
                second component is a notional component having a notional balance
                on any
                Distribution Date equal to the sum of the principal balances of the
                REMIC
                LT-II Regular Interests. The LTII-X Interest shall accrue interest
                for
                each Interest Accrual Period at a per annum rate equal to the excess,
                if
                any, of (i) the weighted average of the interest rates on the REMIC
                LT-II
                Regular Interests for such Distribution Date (the weighted average
                of the
                Net Mortgage Rates on the Pool II Mortgage Loans as of the first
                day of
                the related Collection Period) over (ii) the Adjusted REMIC II WAC.
                Interest accrued on the LTII-X Interest for any Interest Accrual
                Period
                will be deferred to the extent of any increase in the Group II
                Overcollateralization Amount on the related Distribution Date. Any
                interest so deferred shall not itself accrue interest.
                

            


    

    


    
      	
              (7)

            	
              The
                Class LT-R2 Interest is the sole residual interest in REMIC 2. It
                does not
                have an interest rate or a principal
                balance.

            


    

    


    On
      each
      Distribution Date, all amounts distributed with respect to the REMIC LT-I
      Regular Interests and the REMIC LT-II Regular Interests shall first be
      distributed on the REMIC 2 Regular Interests as interest at the interest rates
      described above, provided that, any interest accrued on the Class LTII-X
      Interest shall be deferred to the extent of any increase in the Group II
      Overcollateralization Amount on such Distribution Date. Any remaining amounts
      shall be distributed first as principal on each REMIC 2 Regular Interest other
      than the LTII-X Interest until its principal balance equals the Class Principal
      Amount of the Corresponding Class of Certificates immediately after such
      Distribution Date, and any remaining amounts shall be distributed in respect
      of
      the LTII-X Interest. 

    



    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    


    


    All
      Realized Losses on the Mortgage Loans shall be allocated among the REMIC 2
      Regular Interests in the same manner that principal distributions are
      allocated.

    


    REMIC
      3

    


    The
      following table sets forth (or describes) the Class designation, Group I
      Certificate Interest Rate or the Group II Certificate Interest Rate, initial
      Class Principal Amount or Notional Amount and minimum denomination for each
      Class of Certificates comprising interests in the Trust Fund created hereunder.
      Each Certificate, other than the Class R Certificates represents ownership
      of
      regular interests in the Upper Tier REMIC.

    


    
      	
              Class
                Designation

            	 	
              Group
                I Certificate 

              Interest
                Rate or Group 

              II
                Certificate Interest 

              Rate

            	 	
              Initial
                Class

              Principal
                or Notional 

              Amount
                ($)

            	 	
              Minimum
                

              Denomination

            
	
              Class
                I-1A-1

            	 	
              (1)

            	 	
              $ 116,992,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-1A-2

            	 	
              (1)

            	 	
              $   27,454,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-1X

            	 	
              (2)

            	 	
              $ 144,446,000.00

            	 	
              (3)

            
	
              Class
                I-2A-1

            	 	
              (4)

            	 	
              $   54,034,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-2A-2

            	 	
              (4)

            	 	
              $     4,693,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-2X

            	 	
              (5)

            	 	
              $   58,727,000.00

            	 	
              (3)

            
	
              Class
                I-3A-1

            	 	
              (6)

            	 	
              $   21,990,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-3A-2

            	 	
              (6)

            	 	
              $     1,910,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-3X

            	 	
              (7)

            	 	
              $   23,900,000.00

            	 	
              (3)

            
	
              Class
                II-A

            	 	
              (8)

            	 	
              $   43,968,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-1

            	 	
              (9)

            	 	
              $     5,517,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-2

            	 	
              (9)

            	 	
              $     4,045,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-3

            	 	
              (9)

            	 	
              $     3,066,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-4

            	 	
              (9)

            	 	
              $     3,310,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-5

            	 	
              (9)

            	 	
              $     1,227,000.00

            	 	
              $          100,000.00

            
	
              Class
                I-B-6

            	 	
              (9)

            	 	
              $        982,032.00

            	 	
              $          100,000.00

            
	
              Class
                II-M-1

            	 	
              (10)

            	 	
              $     3,314,000.00

            	 	
              $          100,000.00

            
	
              Class
                II-M-2

            	 	
              (11)

            	 	
              $     2,246,000.00

            	 	
              $          100,000.00

            
	
              Class
                II-B

            	 	
              (12)

            	 	
              $     2,082,000.00

            	 	
              $          100,000.00

            
	
              Class
                II-X

            	 	
              (13)

            	 	
              (13)

            	 	 
	
              Class
                R

            	 	
              (14)

            	 	
              (14)

            	 	
              (14)

            
	 	 	 	 	 	 	 


    

    _________________________

    


    
      	
              (1)

            	
              On
                or prior to the Distribution Date in February 2012, the Group I
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Interest Accrual Period) for each of the Class I-1A-1 and
                Class
                I-1A-2 Certificates is a per annum rate equal to the weighted average
                of
                the Net Mortgage Rates of the Mortgage Loans in Loan Group I-1, weighted
                on the basis of the Scheduled Principal Balances of such Mortgage
                Loans as
                of the first day of the related Collection Period, minus
                approximately 0.543%. After the Distribution Date in February 2012,
                the
                Group I Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for each of the Class I-1A-1
                and
                Class I-1A-2 Certificates is a per annum rate equal to the weighted
                average of the Net Mortgage Rates of the Mortgage Loans in Loan Group
                I-1,
                weighted on the basis of the Scheduled Principal Balances of such
                Mortgage
                Loans as of the first day of the related Collection Period.
                

            


    

    



    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    


    


    
      	
              (2)

            	
              On
                or prior to the Distribution Date in February 2012, the Group I
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Interest Accrual Period) for the Class I-1X Certificates
                is a per
                annum rate equal to approximately 0.543% per annum. After the Distribution
                Date in February 2012, the Group I Certificate Interest Rate with
                respect
                to any Distribution Date (and the related Interest Accrual Period)
                for the
                Class I-1X Certificates shall be
                0.00%.

            


    

    


    
      	
              (3)

            	
              The
                Class I-1X, Class I-2X and Class I-3X Certificates will be issued
                in
                minimum Percentage Interests of 10%.


            


    

    


    
      	
              (4)

            	
              On
                or prior to the Distribution Date in January 2014, the Group I Certificate
                Interest Rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for each of the Class I-2A-1 and Class I-2A-2
                Certificates is a per annum rate equal to the weighted average of
                the Net
                Mortgage Rates of the Mortgage Loans in Loan Group I-2, weighted
                on the
                basis of the Scheduled Principal Balances of such Mortgage Loans
                as of the
                first day of the related Collection Period, minus
                approximately 0.644%. After the Distribution Date in January 2014,
                the
                Group I Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for each of the Class I-2A-1
                and
                Class I-2A-2 Certificates is a per annum rate equal to the weighted
                average of the Net Mortgage Rates of the Mortgage Loans in Loan Group
                I-2,
                weighted on the basis of the Scheduled Principal Balances of such
                Mortgage
                Loans as of the first day of the related Collection Period.
                

            


    

    


    
      	
              (5)

            	
              On
                or prior to the Distribution Date in January
                2014,
                the Group I Certificate Interest Rate with respect to any Distribution
                Date (and the related Interest Accrual Period) for the Class I-2X
                Certificates is a per annum rate equal to approximately 0.644% per
                annum.
                After the Distribution Date in January 2014, the Group I Certificate
                Interest Rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for the Class I-2X Certificates shall be
                0.00%.

            


    

    


    
      	
              (6)

            	
              On
                or prior to the Distribution Date in February 2017, the Group I
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Interest Accrual Period) for each of the Class I-3A-1 and
                Class
                I-3A-2 Certificates is a per annum rate equal to the weighted average
                of
                the Net Mortgage Rates of the Mortgage Loans in Loan Group I-3, weighted
                on the basis of the Scheduled Principal Balances of such Mortgage
                Loans as
                of the first day of the related Collection Period, minus
                approximately 0.072%. After the Distribution Date in February 2017,
                the
                Group I Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for each of the Class I-3A-1
                and
                Class I-3A-2 Certificates is a per annum rate equal to the weighted
                average Net Mortgage Rate of the Mortgage Loans in Loan Group I-3,
                weighted on the basis of the Scheduled Principal Balances of such
                Mortgage
                Loans as of the first Day of the related Collection Period.
                

            


    

    


    
      	
              (7)

            	
              On
                or prior to the Distribution Date in February 2017, the Group I
                Certificate Interest Rate with respect to any Distribution Date (and
                the
                related Interest Accrual Period) for the Class I-3X Certificates
                is a per
                annum rate equal to approximately 0.072% per annum. After the Distribution
                Date in February 2017, the Group I Certificate Interest Rate with
                respect
                to any Distribution Date (and the related Interest Accrual Period)
                for the
                Class I-3X Certificates shall be
                0.00%.

            


    

    


    
      	
              (8)

            	
              The
                Group II Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for the Class II-A Certificates
                is a per annum rate equal to the least of (i) LIBOR + approximately
                0.300%, (ii) 11.000% per annum and (iii) the Group II Net WAC Cap
                Rate;
                provided,
                that if the Pool II Mortgage Loans and related property are not purchased
                pursuant to Section 10.02 on the Group II Initial Purchase Date,
                then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class II-A Certificates
                will be LIBOR plus approximately
                0.600%.

            


    

    



    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    


    


    
      	
              (9)

            	
              The
                Group I Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for each the Group I Subordinate
                Certificates is a per annum rate equal to the weighted average of
                the
                weighted average of the Net Mortgage Rates of the Mortgage Loans
                in Loan
                Group I-1, Loan Group I-2 and Loan Group I-3, weighted in proportion
                to
                Subordinate Component for each Loan
                Group.

            


    

    


    
      	
              (10)

            	
              The
                Group II Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for the Class II-M-1
                Certificates is a per annum rate equal to the least of (i) LIBOR
                +
                approximately 0.900%, (ii) 11.000% per annum and (iii) the Group
                II Net
                WAC Cap Rate; provided,
                that if the Pool II Mortgage Loans and related property are not purchased
                pursuant to Section 10.02 on the Group II Initial Purchase Date,
                then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class II-M-1 Certificates
                will be LIBOR plus approximately
                1.350%.

            


    

    


    
      	
              (11)

            	
              The
                Group II Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for the Class II-M-2
                Certificates is a per annum rate equal to the least of (i) LIBOR
                +
                approximately 2.000%, (ii) 11.000% per annum and (iii) the Group
                II Net
                WAC Cap Rate; provided,
                that if the Pool II Mortgage Loans and related property are not purchased
                pursuant to Section 10.02 on the Group II Initial Purchase Date,
                then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class II-M-2 Certificates
                will be LIBOR plus approximately
                3.000%..

            


    

    


    
      	
              (12)

            	
              The
                Group II Certificate Interest Rate with respect to any Distribution
                Date
                (and the related Interest Accrual Period) for the Class II-B Certificates
                is a per annum rate equal to the least of (i) LIBOR + approximately
                2.000%, (ii) 11.000% per annum and (iii) the Group II Net WAC Cap
                Rate;
                provided,
                that if the Pool II Mortgage Loans and related property are not purchased
                pursuant to Section 10.02 on the Group II Initial Purchase Date,
                then with
                respect to each subsequent Distribution Date the per annum rate calculated
                pursuant to clause (i) above with respect to the Class II-B Certificates
                will be LIBOR plus approximately 3.000%.


            


    

    


    
      	
              (13)

            	
              For
                any Distribution Date, the Class II-X Certificate shall be entitled
                to all
                amounts distributable in respect of the LTII-X Interest in REMIC
                2 and
                shall at all time have economic entitlements identical to those described
                for the LTII-X Interest in footnote (6) in the table describing REMIC
                2 in
                this Preliminary Statement.

            


    

    


    
      	
              (14)

            	
              The
                Class R Certificate will be issued without a Certificate Principal
                Amount
                and will not bear interest at a stated rate. The Class R Certificate
                represents ownership of the residual interest in the Upper Tier REMIC,
                as
                well as ownership of the LT-RI, the LT-RII, and Class LT2-R Interests.
                The
                Class R Certificate will be issued as a single Certificate evidencing
                the
                entire Percentage Interest in such
                Class.

            


    

    


    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $300,008,828.

    


    As
      of the
      Cut-off Date, the Pool I Mortgage Loans had an aggregate Scheduled Principal
      Balance of $245,220,032.

    


    As
      of the
      Cut-off Date, the Pool II Mortgage Loans had an aggregate Scheduled Principal
      Balance of $54,788,796.

    



    
      
         

      

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

    


    ARTICLE
      I

     

    DEFINITIONS

    


    Section
      1.01.Definitions.
      The
      following words and phrases, unless the context otherwise requires, shall have
      the following meanings:

    


    Accepted
      Servicing Practices:
      With respect to any Mortgage Loan, those mortgage loan servicing practices
      (including collection procedures) of prudent mortgage banking institutions
      which
      service mortgage loans of the same type as such Mortgage Loan in the
      jurisdiction where the related Mortgaged Property is located, and which are
      in
      accordance with Fannie Mae servicing practices and procedures, for MBS pool
      mortgages, as defined in the Fannie Mae Guides including future
      updates.

    


    Accountant:
      A Person engaged in the practice
      of accounting who (except when this Agreement provides that an Accountant must
      be Independent) may be employed by or affiliated with the Depositor or an
      Affiliate of the Depositor.

    


    Accounts:
      Any or all of the Custodial Accounts, the Escrow Accounts, the Collection
      Account, the Certificate Account and any other accounts created or maintained
      by
      the Master Servicer, the Securities Administrator or the Servicer pursuant
      to
      this Agreement.

    


    Additional
      Disclosure Notification:
      As defined in Section 8.04(a).

    


    Additional
      Form 10-D Disclosure:
      As defined in Section 8.04(a).

    


    Additional
      Form 10-K Disclosure:
      As defined in Section 8.04(b).

    


    Additional
      Servicer:
      Each
      affiliate of a Servicer that Services any of the Mortgage Loans and each Person
      that is not an affiliate of any Servicer that Services 10% or more of the
      Mortgage Loans.

    


    Adjusted
      REMIC II WAC:
      For any
      Distribution Date (and the related Interest Accrual Period) a per annum rate
      equal to the product of (i) two multiplied by (ii) the weighted average of
      the
      interest rates on the LTI-A, LTII-M-1, LTII-M-2, LTII-B, and LTII-Q Interests
      in
      Lower-Tier REMIC II weighted in proportion to their principal balances as of
      the
      first day of the related Interest Accrual Period, and computed by subjecting
      the
      interest rate on the LTII-Q Interest to a cap of 0.00% and subjecting the
      interest rate on each of the LTI-A, LTII-M-1, LTII-M-2, and LTII-B Interests
      to
      a cap equal to the product of (a) Group II Certificate Interest Rate for the
      Corresponding Class of Certificates multiplied by (b) the quotient of the actual
      number of days in the Interest Accrual Period Divided by 30.

    



    
      
         

      

      
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    Adjustment
      Date:
      With respect to any Mortgage Loan, the date on which an adjustment is made
      to
      the Monthly Payment to correspond to an adjustment in the related Mortgage
      Note.

    


    Adverse
      REMIC Event:
      Either
      (i) loss of status as a REMIC, within the meaning of Section 860D of the Code,
      for any group of assets identified as a REMIC in the Preliminary Statement
      to
      this Agreement, or (ii) imposition of any tax, including the tax imposed under
      Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section
      860G(d) on certain contributions to a REMIC, on any REMIC created hereunder
      to
      the extent such tax would be payable from assets held as part of the Trust
      Estate.

    


    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
      Pool Balance:
      With respect to Pool I, as
      of any
      date of determination, an amount equal to the aggregate of the Loan Group
      Balances of the Mortgage Loans in Loan Group I-1, Loan Group I-2 and Loan Group
      I-3 on such date, and with respect to Pool II, as
      of any
      date of determination, an amount equal to the Pool Balance of Pool II on such
      date. 

    


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

    


    Ancillary
      Income:
      All
      income derived from the Mortgage Loans, excluding Servicing
      Fees
      attributable to the Mortgage Loans and other amounts treated as payment proceeds
      of the Mortgage Loans, 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.

    


    Appraised
      Value:
      With respect to any Mortgaged Property, 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 requirements of
      the
      Servicer and Fannie Mae, or as determined by use of an automated valuation
      model.

    


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

    


    Authorized
      Officer:
      Any Person who may execute
      an Officer’s Certificate on behalf of the Trust.

    


    Back-up
      Certification:
      As defined in Section 8.03.

    



    
      
         

      

      
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    Bankruptcy:
      As to any Person, the making of an assignment for the benefit of creditors,
      the
      filing of a voluntary petition in bankruptcy, adjudication as a bankrupt or
      insolvent, the entry of an order for relief in a bankruptcy or insolvency
      proceeding, the seeking of reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief, or seeking, consenting
      to or acquiescing in the appointment of a trustee, receiver or liquidator,
      dissolution, or termination, as the case may be, of such Person pursuant to
      the
      provisions of either the Bankruptcy Code, or any other similar state
      laws.

    


    Bankruptcy
      Code:
      The United States Bankruptcy Code of 1986, as amended.

    


    Bankruptcy
      Loss:
      Any
      loss resulting from a bankruptcy court, in connection with a personal bankruptcy
      of a borrower, (1) establishing the value of a Mortgaged Property at an amount
      less than the Outstanding Principal Balance of the Mortgage Loan secured by
      such
      Mortgaged Property or (2) reducing the amount of the Monthly Payment on the
      related Mortgage Loan, in each case, as reported by the Servicer to the Master
      Servicer.

    


    Book-Entry
      Certificates:
      Beneficial interests in Certificates designated as “Book-Entry Certificates” in
      this Agreement, ownership and transfers of which shall be evidenced or made
      through book entries by a Clearing Agency as described in Section 6.02;
provided,
      that
      after the occurrence of a condition whereupon Definitive Certificates are to
      be
      issued to Certificate Owners, such Book-Entry Certificates shall no longer
      be
“Book-Entry Certificates.” In no event shall the Residual Certificates be
      designated as Book-Entry Certificates.

    


    Business
      Day:
      Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in New York, New York or, if other than New York, the city in
      which
      the Corporate Trust Office of the Trustee is located, or the States of Delaware,
      Georgia, Maryland, Massachusetts, Minnesota or Texas are authorized
      or obligated by law or executive order to be closed.

    


    Certificate:
      Any one of the certificates signed and countersigned by the Securities
      Administrator in substantially the forms attached hereto
      as Exhibit A.

    


    Certificate
      Account:
      The account maintained by the Securities Administrator in accordance with the
      provisions of Section 6.07.

    


    Certificate
      Group:
      The Group I-1 Senior Certificates, the Group I-2 Senior Certificates, the Group
      1-3 Senior Certificates and the Group II Senior Certificates, as
      applicable.

    


    Certificate
      of Trust:
      The
      certificate of trust filed with the Delaware Secretary of State in respect
      of
      the Trust pursuant to Section 3810 of the DSTS.

    


    Certificate
      Owner:
      With respect to a Book-Entry Certificate, the Person who is the owner of such
      Book-Entry Certificate, as reflected on the books of the Clearing Agency, or
      on
      the books of a Person maintaining an account with such Clearing Agency (directly
      or as an indirect participant, in accordance with the rules of such Clearing
      Agency).

    



    
      
         

      

      
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    Certificate
      Principal Amount:
      With respect to any Group II Senior Certificate or Group II Subordinate
      Certificate as of any Distribution Date, the initial Certificate Principal
      Amount thereof on the Closing Date, less the amount of all principal
      distributions previously distributed with respect to such Certificate and any
      Group I Applied Loss Amount previously allocated to such Certificate; provided,
      however, that on each Distribution Date on which a Subsequent Recovery is
      distributed, the Certificate Principal Amount of any Certificate whose
      Certificate Principal Amount has previously been reduced by application of
      Group
      I Applied Loss Amounts will be increased, in order of seniority, by an amount
      (to be applied pro
      rata
      to all Certificates of such class) equal to the lesser of (1) any Group II
      Deferred Amount for each such class immediately prior to such Distribution
      Date
      and (2) the total amount of any Subsequent Recovery distributed on such
      Distribution Date to Certificateholders, after application (for this purpose)
      to
      any more senior classes of Certificates. The Class II-X and Class II-R
      Certificates will be issued without Certificate Principal Amounts. With respect
      to any Group I Certificate as of any Distribution Date, the initial Certificate
      Principal Amount thereof on the Closing Date, as reduced by (1) all amounts
      allocable to principal previously distributed with respect to such Certificate,
      (2) the principal portion of all Realized Losses previously allocated to such
      Certificate (taking into account the applicable Group I Loss Allocation
      Limitation), and (3) solely in the case of a Group I Subordinate Certificate,
      such Certificate’s pro
      rata
      share, if any, of the Group I Subordinate Certificate Writedown Amount for
      previous Distribution Dates; provided that, the Certificate Principal Amount
      of
      any class of Group I Subordinate Certificates with the highest payment priority
      to which Realized Losses have been allocated shall be increased by the amount
      of
      any Subsequent Recoveries on the Pool I Mortgage Loans not previously allocated,
      but not by more than the amount of Realized Losses previously allocated to
      reduce the Certificate Principal Amount of that Certificate. The Class I-1X,
      Class I-2X, Class I-3X and Class R Certificates are issued without Certificate
      Principal Amounts.

    


    Certificate
      Register
      and Certificate
      Registrar:
      The register
      maintained and the registrar appointed pursuant to Section 6.02.

    


    Certificateholder:
      The meaning provided in the definition
      of “Holder.”

    


    Certification
      Parties:
      As defined in Section 8.03.

    


    Certifying
      Person:
      As defined in Section 8.03.

    


    Civil
      Relief Act:
      The
      Servicemembers Civil Relief Act, as such may be amended from time to time,
      and
      any similar state or local laws.

    


    Class:
      All Certificates and, in the case of REMIC 1 and REMIC 2, all Lower Tier
      Interests, bearing the same class designation.

    


    Class
      II-A Principal Distribution Amount:
      With respect to any applicable Distribution Date on or after the Group II
      Stepdown Date, as long as a Group II Trigger Event has not occurred with respect
      to such Distribution Date, an amount equal to the excess of (x) the aggregate
      Class Principal Amount of the Group II Senior Certificates immediately prior
      to
      such Distribution Date over (y) the Class II-A Target Amount.

    



    
      
         

      

      
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    Class
      II-A Target Amount:
      The lesser of (a) the product of (i) approximately 57.90% and (ii) the aggregate
      Scheduled Principal Balance of the Mortgage Loans in Pool II as of the last
      day
      of the related Collection Period, and (b) the aggregate Scheduled Principal
      Balance of the Pool II Mortgage Loans as of the last day of the related
      Collection Period minus the Group II Overcollateralization Floor.

    


    Class
      II-B Principal Distribution Amount:
      With respect to any applicable Distribution Date on or after the Group II
      Stepdown Date, as long as a Group II Trigger Event has not occurred with respect
      to such Distribution Date, an amount equal to the lesser of (x) the remaining
      Group II Principal Distribution Amount for that Distribution Date after payment
      of the Class II-A Principal Distribution Amount, the Class II-M-1 Principal
      Distribution Amount and the Class II-M-2 Principal Distribution Amount, and
      (y)
      the excess, if any, of (A) the sum of (1) the aggregate Class Principal Amount
      of the Group II Senior Certificates (after taking into account the payment
      of
      the Class II-A Principal Distribution Amount for such Distribution Date), (2)
      the Class Principal Amount of the Class II-M-1 Certificates (after taking into
      account the payment of the Class II-M-1 Principal Distribution Amount for such
      Distribution Date), (3) the Class Principal Amount of the Class II-M-2
      Certificates (after taking into account the payment of the Class II-M-2
      Principal Distribution Amount for such Distribution Date) and (4) the Class
      Principal Amount of the Class II-B Certificates immediately prior to such
      Distribution Date, over (B) the Class II-B Target Amount.

    


    Class
      II-B Target Amount:
      The lesser of (a) the product of (i) approximately 85.80% and (ii) the aggregate
      Scheduled Principal Balance of the Pool II Mortgage Loans as of the last day
      of
      the related Collection Period, and (b) the aggregate Scheduled Principal Balance
      of the Pool II Mortgage Loans as of the last day of the related Collection
      Period minus the Group II Overcollateralization Floor.

    


    Class
      II-M-1 Principal Distribution Amount:
      With respect to any applicable Distribution Date on or after the Group II
      Stepdown Date, as long as a Group II Trigger Event has not occurred with respect
      to such Distribution Date, an amount equal to the lesser of (x) the remaining
      Group II Principal Distribution Amount for that Distribution Date after payment
      of the Class II-A Principal Distribution Amount and (y) the excess, if any,
      of
      (A) the sum of (1) the aggregate Class Principal Amount of the Group II Senior
      Certificates (after taking into account the payment of the Class II-A Principal
      Distribution Amount for such Distribution Date) and (2) the Class Principal
      Amount of the Class II-M-1 Certificates immediately prior to such Distribution
      Date, over (B) the Class II-M-1 Target Amount.

    


    Class
      II-M-1 Target Amount:
      The lesser of (a) the product of (i) approximately 70.00% and (ii) the aggregate
      Scheduled Principal Balance of the Pool II Mortgage Loans as of the last day
      of
      the related Collection Period, and (b) the aggregate Scheduled Principal Balance
      of the Pool II Mortgage Loans as of the last day of the related Collection
      Period minus the Group II Overcollateralization Floor.

    


    Class
      II-M-2 Principal Distribution Amount:
      With respect to any applicable Distribution Date on or after the Group II
      Stepdown Date, as long as a Group II Trigger Event has not occurred with respect
      to such Distribution Date, an amount equal to the lesser of (x) the remaining
      Group II Principal Distribution Amount for that Distribution Date after payment
      of the Class II-A Principal Distribution Amount and the Class II-M-1 Principal
      Distribution Amount and (y) the excess, if any, of (A) the sum of (1) the
      aggregate Class Principal Amount of the Group II Senior Certificates (after
      taking into account the payment of the Class II-A Principal Distribution Amount
      for such Distribution Date), (2) the Class Principal Amount of the Class II-M-1
      Certificates (after taking into account the payment of the Class II-M-1
      Principal Distribution Amount for such Distribution Date) and (3) the Class
      Principal Amount of the Class II-M-2 Certificates immediately prior to such
      Distribution Date, over (B) the Class II-M-2 Target Amount.

    



    
      
         

      

      
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    Class
      II-M-2 Target Amount:
      The lesser of (a) the product of (i) approximately 78.20% and (ii) the aggregate
      Scheduled Principal Balance of the Pool II Mortgage Loans as of the last day
      of
      the related Collection Period, and (b) the aggregate Scheduled Principal Balance
      of the Pool II Mortgage Loans as of the last day of the related Collection
      Period minus the Group II Overcollateralization Floor.

    


    Class
      II-X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class II-X Notional Amount, as described in the Preliminary Statement, but
      that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Group II Overcollateralization Amount of
      $3,178,796 to
      the
      extent such amount has not been distributed on an earlier Distribution Date
      as
      part of the Group II Overcollateralization Release Amount. 

    


    Class
      Principal Amount:
      With respect to each class of Certificates, the aggregate Certificate Principal
      Amount of all certificates of that class.

    


    Class
      Principal Amount:
      With
      respect to each Class of Certificates (other than the Class I-1X, Class I-2X,
      Class I-3X and Class R Certificates), the aggregate Certificate Principal Amount
      of all Certificates of that Class. With
      respect to the Class I-1X, Class I-2X, Class I-3X and Class R Certificates,
      zero. With respect to any Lower Tier Interest, the initial Class Principal
      Amount as shown or described in the table set forth in the Preliminary Statement
      to this Agreement for the issuing REMIC, as reduced by principal distributed
      with respect to such Lower Tier Interest and Realized Losses allocated to such
      Lower Tier Interest.

    


    Class
      R Certificate:
      Each Class R Certificate executed by the Securities Administrator, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A and evidencing the ownership of the Class
      LT1-R
      Interest, the Class LT2-R Interest and the residual interest in the Upper Tier
      REMIC.

    


    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall
      be
      The Depository Trust Company.

    


    Closing
      Date:
      March
      30, 2007.

    


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

    



    
      
         

      

      
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    Collection
      Account:
      A
      separate account maintained by the Master Servicer established in the name
      of
      the Trustee and for the benefit of the Certificateholders pursuant to Section
      5.06.

    


    Collection
      Period:
      With respect to any Distribution Date, the one-month period commencing on the
      second day of the calendar 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.

    


    Commission:
      The United States Securities and Exchange Commission.

    


    Compensating
      Interest Payment:
      With
      respect to any Distribution Date, payments made by the Servicer or the Master
      Servicer in an amount equal to the lesser of (x) the aggregate Prepayment
      Interest Shortfall Amount with respect to such Distribution Date and (y) the
      aggregate Servicing
      Fee
      payable
      to the Servicer or the aggregate master servicing compensation payable to the
      Master Servicer, as applicable, in respect of such Distribution
      Date.

    


    Condemnation
      Proceeds:
      All
      awards of settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related mortgage loan documents.

    


    Control:
      The meaning specified in Section 8-106 of the Delaware UCC.

    


    Corporate
      Trust Office:
      With
      respect to (i) the Securities Administrator and the Certificate Registrar,
      the
      principal corporate trust office of the Securities Administrator which, for
      purposes of presentment of Certificates for transfer and exchange and final
      payment, is located at Wells Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, and for all other purposes is located
      at
      P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries, at 9062
      Old
      Annapolis Road, Columbia, Maryland 21045), Attention: Client Manager (HomeBanc
      2007-1); and (iii) the Trustee, the principal office of the Trustee at which
      at
      any particular time its corporate trust business shall be administered, which
      office at the date of execution of this Agreement is located at One Federal
      Street, 3rd
      Floor,
      Boston, Massachusetts 02110, Attention: Corporate Trust Office Trust
      Services/HomeBanc 2007-1,
      or at
      such other address as the Trustee may designate from time to time by notice
      to
      the Certificateholders, or the principal corporate trust office of any successor
      Trustee at the address designated by such successor Trustee by notice to the
      Certificateholders.

    


    Corresponding
      Class:
      The
      Class of Certificates that corresponds to a class of interests in REMIC 2 as
      provided in the Preliminary Statement.

    


    Custodial
      Account:
      The
      separate custodial account (other than an Escrow Account) established and
      maintained by the Servicer pursuant to Section 4.02(d) of this Agreement.

    


    Custodial
      Agreement:
      The
      custodial agreement dated as of March 1, 2007, relating to the custody of
      certain of the Mortgage Loans, among the Custodian, the Master Servicer, the
      Depositor and the Trustee.

    



    
      
         

      

      
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    Custodian:
      The
      custodian appointed pursuant to the Custodial Agreement, and any successor
      thereto. The initial Custodian is U.S. Bank National Association.

    


    Custodian
      Fee:
      The
      certification, safekeeping and release fee payable by the Master Servicer on
      behalf of the Trust to the Custodian from income on funds held in the Collection
      Account as provided in Section 5.07 and pursuant to the terms of the separate
      fee letter agreement for HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through
      Certificates.

    


    Cut-off
      Date:
      March
      1, 2007.

    


    Cut-off
      Date Balance:
      The
      Pool I Cut-off Date Balance and the Pool II Cut-off Date Balance, as
      applicable.

    


    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation of the Mortgaged Property by a court
      of competent jurisdiction in an amount less than the unpaid principal balance
      of
      the Mortgage Loan secured by such Mortgaged Property.

    


    Definitive
      Certificate:
      A
      Certificate of any Class issued in definitive, fully registered, certificated
      form.

    


    Delaware
      Trustee:
      Wilmington Trust Company, not in its individual capacity but solely as trustee,
      and its successors and assigns.

    


    Delaware
      Trustee Fee:
      The
      annual ongoing fee payable by the Master Servicer on behalf of the Trust to
      the
      Delaware Trustee from income on funds held in the Collection
      Account. 

    


    Delaware
      UCC:
      The
      Uniform Commercial Code as in effect in the State of Delaware.

    


    Deleted
      Mortgage Loan:
      A
      Mortgage Loan that is repurchased from the Trust Estate pursuant to the terms
      hereof or as to which one or more Qualifying Substitute Mortgage Loans are
      substituted therefor.

    


    Delinquent:
      For
      reporting purposes, in accordance with the MBA method, a Mortgage Loan is
“delinquent” when any payment contractually due thereon has not been made by the
      close of business on the Due Date therefor. Such Mortgage Loan is “30 days
      Delinquent” if such payment has not been received by the close of business on
      the corresponding day of the month immediately succeeding the month in which
      such payment was first due, or, if there is no such corresponding day
      (e.g.,
      as when
      a 30-day month follows a 31-day month in which a payment was due on the 31st
      day
      of such month), then on the last day of such immediately succeeding month.
      Similarly for “60 days Delinquent” and the second immediately succeeding month
      and “90 days Delinquent” and the third immediately succeeding
      month.

    


    Depositor:
      HMB
      Acceptance Corp., a Delaware corporation.

    


    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is Cede & Co., as the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

    



    
      
         

      

      
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    Depository
      Agreement:
      The
      agreement dated March 30, 2007, between the Trust and The Depository Trust
      Company, as the initial Clearing Agency, relating to the Book-Entry
      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 15th day of the related calendar month,
      or, if such day is not a Business Day, the immediately preceding Business
      Day.

    


    Disqualified
      Non-U.S. Person:
      With
      respect to a Class R Certificate, any Non-U.S. Person or agent thereof
      other than (i) a Non-U.S. Person that holds the Class R Certificate in
      connection with the conduct of a trade or business within the United States
      and
      has furnished the transferor and the Securities Administrator with an effective
      IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the
      transferor and the Securities Administrator an opinion of a nationally
      recognized tax counsel to the effect that the transfer of the Class R
      Certificate to it is in accordance with the requirements of the Code and the
      regulations promulgated thereunder and that such transfer of the Class R
      Certificate will not be disregarded for federal income tax
      purposes.

    


    Disqualified
      Organization:
      A
“disqualified organization” as defined in Section 860E(e)(5) of the
      Code.

    


    Distribution
      Date:
      The
      25th day of each month or, if such 25th day is not a Business Day, the next
      succeeding Business Day, commencing in April 2007.

    


    Due
      Date:
      With
      respect to each Mortgage Loan, the date in each month on which the related
      Monthly Payment is due, exclusive of any days of grace, if such due date is
      the
      first day of a month; otherwise, the first day of the following month or such
      other date as is specified in this Agreement.

    


    Eligible
      Account:
      Either
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company that complies with the definition of
      Eligible Institution or (ii) an account or accounts the deposits in which are
      insured by the FDIC to the limits established by such corporation, provided
      that any
      such deposits not so insured shall be maintained in an account at a depository
      institution or trust company whose commercial paper or other short term debt
      obligations (or, in the case of a depository institution or trust company which
      is the principal subsidiary of a holding company, the commercial paper or other
      short term debt or deposit obligations of such holding company or depository
      institution, as the case may be) have been rated by each Rating Agency in its
      highest short-term rating category, or (iii) a segregated trust account or
      accounts (which shall be a “special deposit account”) maintained with the
      Securities Administrator or any other federal or state chartered depository
      institution or trust company, acting in its fiduciary capacity, in a manner
      acceptable to the Rating Agencies. Eligible Accounts may bear
      interest.

    



    
      
         

      

      
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    Eligible
      Institution:
      Any of
      the following:

    


    
      	 	
              (i)

            	
              An
                institution whose:

            


    

    


    (A) commercial
      paper, short-term debt obligations, or other short-term deposits are rated
      at
      least “A-1+” and “P-1” or long-term unsecured debt obligations are rated at
      least “AA-” or “Aa3” by S&P and Moody’s, respectively (or assigned
      comparable ratings by the other Rating Agencies), if the amounts on deposit
      are
      to be held in the account for no more than 365 days; or

    


    (B) commercial
      paper, short-term debt obligations, demand deposits, or other short-term
      deposits are rated at least “A-2” and “P-1” by S&P and Moody’s, respectively
      (or assigned comparable ratings by the other Rating Agencies), if the amounts
      on
      deposit are to be held in the account for no more than 30 days and are not
      intended to be used as credit enhancement. Upon the loss of the required rating
      set forth in this clause (ii), the accounts shall be transferred immediately
      to
      accounts which have the required rating. Furthermore, commingling by the
      Servicer is acceptable at the A-2 and P-1 rating level if the Servicer is a
      bank, thrift or depository and provided the Servicer has the capability to
      immediately segregate funds and commence remittance to an Eligible Account
      upon
      a downgrade; or

    


    (ii) the
      corporate trust department of a federal depositor institution or state-chartered
      depositor institution subject to regulations regarding fiduciary funds on
      deposit similar to Title 12 of the U.S. Code of Federal Regulation Section
      9.10(b), which, in either case, has corporate trust powers and is acting in
      its
      fiduciary capacity.

    


    Eligible
      Investments:
      Any one
      or more of the following obligations or securities:

    


    (i) direct
      obligations of, and obligations fully guaranteed as to timely payment of
      principal and interest by, the United States of America or any agency or
      instrumentality of the United States of America the obligations of which are
      backed by the full faith and credit of the United States of America (“Direct
      Obligations”);

    


    (ii) federal
      funds, or demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company (including
      U.S. subsidiaries of foreign depositories and the Trustee or the Securities
      Administrator or any agent of the Trustee or the Securities Administrator,
      acting in its respective commercial capacity) incorporated or organized under
      the laws of the United States of America or any state thereof and subject to
      supervision and examination by federal or state banking authorities, so long
      as
      at the time of investment or the contractual commitment providing for such
      investment the commercial paper or other short-term debt obligations of such
      depository institution or trust company (or, in the case of a depository
      institution or trust company which is the principal subsidiary of a holding
      company, the commercial paper or other short-term debt or deposit obligations
      of
      such holding company or deposit institution, as the case may be) have been
      rated
      by each Rating Agency in its highest short-term rating category or one of its
      two highest long-term rating categories;

    



    
      
         

      

      
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    (iii) repurchase
      agreements collateralized by Direct Obligations or securities guaranteed by
      Ginnie Mae, Fannie Mae or Freddie Mac with any registered broker/dealer subject
      to Securities Investors’ Protection Corporation jurisdiction or any commercial
      bank insured by the FDIC, if such broker/dealer or bank has an uninsured,
      unsecured and unguaranteed obligation rated by each Rating Agency in its highest
      short-term rating category, provided that both parties to the transaction treat
      it as a secured borrowing under FAS 140.

    


    (iv) securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States of America or any state thereof which have
      a
      credit rating from each Rating Agency, at the time of investment or the
      contractual commitment providing for such investment, at least equal to one
      of
      the two highest long-term credit rating categories of each Rating Agency;
provided,
      however,
      that
      securities issued by any particular corporation will not be Eligible Investments
      to the extent that investment therein will cause the then outstanding principal
      amount of securities issued by such corporation and held as part of the Trust
      Estate to exceed 20% of the sum of the Pool Balance and the aggregate principal
      amount of all Eligible Investments in the Collection Account; provided,
      further,
      that
      such securities will not be Eligible Investments if they are published as being
      under review with negative implications from any Rating Agency;

    


    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 180 days after the date of issuance thereof) rated by each Rating Agency
      in
      its highest short-term rating category;

    


    (vi) a
      Qualified GIC;

    


    (vii) certificates
      or receipts representing direct ownership interests in future interest or
      principal payments on obligations of the United States of America or its
      agencies or instrumentalities (which obligations are backed by the full faith
      and credit of the United States of America) held by a custodian in safekeeping
      on behalf of the holders of such receipts; and

    


    (viii) any
      other
      demand, money market, common trust fund or time deposit or obligation, or
      interest-bearing or other security or investment (including those managed or
      advised by the Trustee, the Master Servicer, the Securities Administrator,
      or
      any Affiliate thereof), provided that the security or investment is with the
      limitations of paragraph 35.c(6) of FAS 140 and (A) rated in the highest rating
      category by each Rating Agency or (B) that would not adversely affect the then
      current rating assigned by each Rating Agency of any of the Certificates. Such
      investments in this subsection (viii) may include money market mutual funds
      or
      common trust fund, including any fund for which Wells Fargo Bank, N.A. (the
      “Bank”) in its capacity other than as the Master Servicer, the Securities
      Administrator or an affiliate thereof serves as an investment advisor,
      administrator, shareholder servicing agent, and/or custodian or subcustodian,
      notwithstanding that (x) the Bank, the Trustee, the Master Servicer or any
      affiliate thereof charges and collects fees and expenses from such funds for
      services rendered, (y) the Bank, the Trustee, the Securities Administrator,
      the
      Master Servicer or any affiliate thereof charges and collects fees and expenses
      for services rendered pursuant to this Agreement, and (z) services performed
      for
      such funds and pursuant to this Agreement may converge at any time. The Bank
      or
      an affiliate thereof is specifically authorized to charge and collect from
      the
      Trust Estate such fees as are collected from all investors in such funds for
      services rendered to such funds (but not to exceed investment earnings
      thereon);

    



    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    


    


    provided,
      however,
      that no
      such instrument shall be an Eligible Investment if such instrument evidences
      either (i) a right to receive only interest payments with respect to the
      obligations underlying such instrument, or (ii) both principal and interest
      payments derived from obligations underlying such instrument and the principal
      and interest payments with respect to such instrument provide a yield to
      maturity of greater than 120% of the yield to maturity at par of such underlying
      obligations, provided
      that any
      such investment will be a “permitted investment” within the meaning of Section
      860G(a)(5) of the Code.

    


    Entitlement
      Holder:
      The
      meaning specified in Section 8-102(a)(7) of the Delaware UCC.

    


    Entitlement
      Order:
      The
      meaning specified in Section 8-102(a)(8) of the Delaware UCC (i.e.,
      generally, orders directing the transfer or redemption of any Financial
      Asset).

    


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

    


    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of an Underwriter’s Exemption.

    


    ERISA-Restricted
      Certificates:
      Each of
      the Class I-1X, I-2A-2, Class I-2X, Class I-3A-2, Class I-3X, Class I-B-1,
      Class
      I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-M-1, Class
      II-M-2, Class II-B, Class II-X and Class R Certificates and any Certificate
      that
      is not rated at least either “BBB-” or “Ba3” at the time of its
      acquisition.

    


    Errors
      and Omissions Insurance:
      Errors
      and Omissions Insurance to be maintained by the Servicer in accordance with
      Section 4.02.

    


    Escrow
      Account:
      The
      separate escrow account (other than a Custodial Account) established and
      maintained by the Servicer pursuant to Section 4.02(f) of this Agreement.

    


    Escrow
      Payments:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      assessments, water rates, sewer rents, municipal charges, mortgage insurance
      premiums, fire and hazard insurance premiums, condominium charges, and any
      other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage or any other document.

    


    Event
      of Default:
      Any
      Master Servicer Event of Default or Servicer Event of Default.

    


    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended.

    



    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    


    


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

    


    Fannie
      Mae Guide(s):
      The
      Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
      or additions thereto.

    


    FAS
      140:
      Statement of Financial Accounting Standards No. 140, Accounting
      for Transfers and Servicing of Financial Assets and Extinguishment of
      Liabilities.

    


    FDIC:
      The
      Federal Deposit Insurance Corporation or any successor thereto.

    


    FHA
      Regulations:
      Regulations promulgated by HUD under the National Housing Act, codified in
      24
      Code of Federal Regulations, and other HUD issuances relating to FHA loans,
      including the related handbooks, circulars, notices and mortgagee
      letters.

    


    Final
      Scheduled Distribution Date:
      With
      respect to each Class of the Group I Certificates, the Distribution Date
      occurring in April, 2047. With respect to each Class of the Group II
      Certificates, the Distribution Date occurring in May, 2037.

    


    Financial
      Asset:
      The
      meaning specified in Section 8-102(a) of the Delaware UCC.

    


    FHA:
      United
      States Federal Housing Administration.

    


    Final
      Certification:
      As
      defined in Section 2.02(c).

    


    Fitch:
      Fitch,
      Inc., or any successor in interest.

    


    Form
      8-K Disclosure Information:
      As
      defined in Section 8.04(c).

    


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

    


    Ginnie
      Mae:
      The
      Government National Mortgage Association, a wholly owned corporate
      instrumentality of the United States within HUD.

    


    Gross
      Margin:
      With
      respect to a Mortgage Loan, a fixed percentage amount specified in the related
      mortgage note that is added to an index to determine the related Mortgage
      Rate.

    


    Group
      I Accrued Interest:
      With
      respect to the Group I Certificates of any Class on any Distribution Date,
      is
      equal to the amount of interest accrued during the related Interest Accrual
      Period at the applicable Group I Certificate Interest Rate on the Class
      Principal Amount, or in the case of the Interest Only Certificates, the Notional
      Amount, of such Group I Certificate immediately prior to such Distribution
      Date,
less
      (1) in
      the case of a Group I Senior Certificate, such Certificate’s share of (a)
      Prepayment Interest Shortfalls on the Mortgage Loans in the related Loan Group,
      to the extent not covered by Compensating Interest Payments paid by the Servicer
      or the Master Servicer, (b) interest shortfalls on the Mortgage Loans in the
      related Loan Group resulting from the application of the Relief Act or similar
      state law and (c) after the Group I Cross-Over Date, the interest portion of
      any
      Realized Losses on the Mortgage Loans in the related Loan Group and (2) in
      the
      case of a Group I Subordinate Certificate, such Certificate’s share of (a)
      Prepayment Interest Shortfalls on the Mortgage Loans in the related Loan Group,
      to the extent not covered by Compensating Interest Payments paid by the Servicer
      or the Master Servicer, (b) interest shortfalls on the Mortgage Loans in the
      related Loan Group resulting from the application of the Relief Act or similar
      state law and (c) the interest portion of any Realized Losses on the Mortgage
      Loans in the related Loan Group. Prepayment Interest Shortfalls and interest
      shortfalls resulting from the application of the Relief Act will be allocated
      among the Group I Certificates in proportion to the amount of Group I Accrued
      Interest that would have been allocated thereto in the absence of such
      shortfalls. Group I Accrued Interest is calculated on the basis of a 360-day
      year consisting of twelve 30-day months. No Group I Accrued Interest will be
      payable with respect to any class of Group I Certificates or Interest Only
      Certificates after the Distribution Date on which the outstanding Class
      Principal Amount or Notional Amount of such Group I Certificate or Interest
      Only
      Certificate, as applicable, has been reduced to zero.

    



    
      
         

      

      
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    Group
      I Allocable Share:
      With
      respect to any Class of Group I Subordinate Certificates on any Distribution
      Date will generally equal such Class’s pro
      rata
      share
      (based on the Class Principal Amount of each Class entitled thereto) of the
      sum
      of each of the components of the definition of Group I Subordinate Optimal
      Principal Amount; provided,
      that
      except as described in the succeeding sentence, no Class of Group I Subordinate
      Certificates (other than the Class of Group I Subordinate Certificates
      outstanding with the lowest numerical designation) shall be entitled on any
      Distribution Date to receive distributions pursuant to clauses (2), (3) and
      (5)
      of the definition of Group I Subordinate Optimal Principal Amount unless the
      Group I Class Prepayment Distribution Trigger for the related Class is satisfied
      for such Distribution Date. If on any Distribution Date the Class Principal
      Amount of any Class of Group I Subordinate Certificates for which the related
      Group I Class Prepayment Distribution Trigger was satisfied on such Distribution
      Date is reduced to zero, any amounts distributable to such Class pursuant to
      clauses (2), (3) and (5) of the definition of Group I Subordinate Optimal
      Principal Amount, to the extent of such Class’s remaining Group I Allocable
      Share, shall be distributed to the remaining Classes of Group I Subordinate
      Certificates in reduction of their respective Class Principal Amounts,
      sequentially, in the order of their numerical class designations.

    


    Group
      I Applied Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      Certificate Principal Amount of the Group I Certificates after giving effect
      to
      all distributions on such Distribution Date, but before giving effect to any
      application of the Group I Applied Loss Amount with respect to such date,
      exceeds (y) the Aggregate Pool Balance for Loan Group I for such Distribution
      Date.

    


    Group
      I Available Funds:
      For any
      Distribution Date and each of Loan Group I-1, Loan Group I-2 and Loan Group
      I-3,
      an amount which generally includes, (1) all previously undistributed payments
      on
      account of principal (including the principal portion of Monthly Payments,
      Principal Prepayments and the principal amount of Net Liquidation Proceeds,
      Subsequent Recoveries and the proceeds of any purchase of Pool I Mortgage Loans
      by the Seller or the Servicer) and all previously undistributed payments on
      account of interest received after the Cut-off Date and on or prior to the
      related Determination Date, in each case, from the Mortgage Loans in the related
      Loan Group, (2) any Monthly Advances made by a Servicer or Master Servicer
      and
      Compensating Interest Payments made by the Servicer or the Master Servicer
      for
      such Distribution Date in respect of the mortgage loans in the related Loan
      Group and (3) any amounts reimbursed by the Master Servicer in connection with
      losses on certain eligible investments, net fees payable to, and amounts
      reimbursable to, the Master Servicer, the Servicer, the Trustee, the Delaware
      Trustee, the Securities Administrator and the Custodian as provided in the
      Pooling and Servicing Agreement and investment earnings on amounts on deposit
      in
      the Certificate Account to the extent allocable to such Loan Group.
      Additionally, the Depositor shall deposit $100 into the Certificate Account
      which shall be paid to the holders of the Class R Certificates on the first
      Distribution Date.

    



    
      
         

      

      
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    Group
      I Certificate Interest Rate:
      With
      respect to each Class of Group I Certificates and any Distribution Date, the
      applicable per annum rate set forth or described under the heading “REMIC 3” in
      the Preliminary Statement hereto.

    


    Group
      I Certificates:
      The
      Group I Senior Certificates and the Group I Subordinate
      Certificates.

    


    Group
      I Cross-Over Date:
      The
      distribution date on which the Class Principal Amounts of the Group I
      Subordinate Certificates are reduced to zero.

    


    Group
      I Initial Purchase Date:
      The
      first Distribution Date following the month in which the Pool Balance for Pool
      I
      is less than 10% of the Pool I Cut-off Date Balance.

    


    Group
      I Interest Shortfalls:
      With
      respect to any Distribution Date and each Pool I Mortgage Loan that during
      the
      related Prepayment Period was the subject of a Principal Prepayment or
      constitutes a Relief Act Mortgage Loan, an amount determined as
      follows:

    


    (1) Partial
      principal prepayments received during the relevant Prepayment Period: The
      difference between (i) one month’s interest at the applicable Net Mortgage Rate
      on the amount of such prepayment and (ii) the amount of interest of such
      prepayment (adjusted to the applicable Net Mortgage Rate) received at the time
      of such prepayment;

    


    (2) Principal
      prepayments in full received during the relevant Prepayment Period: The
      difference between (i) one month’s interest at the applicable Net Mortgage Rate
      on the Scheduled Principal Balance of such Mortgage Loan immediately prior
      to
      such prepayment and (ii) the amount of interest of such prepayment (adjusted
      to
      the applicable Net Mortgage Rate) received at the time of such prepayment;
      and

    


    (3) Relief
      Act Mortgage Loans: As to any Relief Act Mortgage Loan, the excess of (i) 30
      days’ interest (or, in the case of a principal prepayment in full, interest to
      the date of prepayment) on the Scheduled Principal Balance thereof (or, in
      the
      case of a principal prepayment in part, on the amount so prepaid) at the related
      Net Mortgage Rate over (ii) 30 days’ interest (or, in the case of a principal
      prepayment in full, interest to the date of prepayment) on such Scheduled
      Principal Balance (or, in the case of a Principal Prepayment in part, on the
      amount so prepaid) at the Net Mortgage Rate required to be paid by the Mortgagor
      as limited by application of the Relief Act.

    



    
      
         

      

      
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    Group
      I Loss Allocation Limitation:
      As defined in Section 6.09(d).

    


    Group
      I Net Interest Shortfall:
      With
      respect to any Distribution Date, the Group I Interest Shortfall, if any, for
      such Distribution Date net of Compensating Interest Payments made with respect
      to such Distribution Date.

    


    Group
      I Original Subordinate Principal Balance:
      The aggregate Class Principal Amount of the Group I Subordinate Certificates
      as
      of the Closing Date.

    


    Group
      I Senior Certificates:
      The
      Group I-1 Senior Certificates, the Group I-2 Senior Certificates and the Group
      I-3 Senior Certificates.

    


    Group
      I Senior Optimal Principal Amount:
      With
      respect to each of the Group I -1, Group I-2 and Group I-3 Senior Certificates,
      other than the Interest Only Certificates, and each Distribution Date, will
      be
      an amount equal to the sum of the following (but in no event greater than the
      aggregate Class Principal Amounts of each of the Group I-1, Group I-2 and Group
      I-3 Senior Certificates as applicable, immediately prior to such Distribution
      Date):

    


    (A) the
      applicable Group I Senior Percentage of the principal portion of all Monthly
      Payments due on the Mortgage Loans in the related Loan Group on the related
      Due
      Date, as specified in the amortization schedule at the time applicable thereto
      (after adjustment for previous principal prepayments but before any adjustment
      to such amortization schedule by reason of any bankruptcy or similar proceeding
      or any moratorium or similar waiver or grace period);

    


    (B) the
      applicable Group I Senior Prepayment Percentage of the Scheduled Principal
      Balance of each Mortgage Loan in the related Loan Group which was the subject
      of
      a prepayment in full received by the Servicer during the applicable Prepayment
      Period;

    


    (C) the
      applicable Group I Senior Prepayment Percentage of all partial prepayments
      allocated to principal received during the applicable Prepayment
      Period;

    


    (D) the
      lesser of (a) the applicable Group I Senior Prepayment Percentage of the sum
      of
      (i) all Net Liquidation Proceeds allocable to principal received in respect
      of
      each Mortgage Loan in the related Loan Group which became a Liquidated Mortgage
      Loan during the related Prepayment Period (other than Mortgage Loans described
      in the immediately following clause (ii)) and all Subsequent Recoveries received
      in respect of each Liquidated Mortgage Loan in the related Loan Group during
      the
      related Collection Period and (ii) the Scheduled Principal Balance of each
      such
      Mortgage Loan in the related Loan Group purchased by an insurer from the Trustee
      during the related Prepayment Period pursuant to the related primary mortgage
      insurance policy, if any, or otherwise; and (b) the applicable Group I Senior
      Percentage of the sum of (i) the Scheduled Principal Balance of each Mortgage
      Loan in the related Loan Group which became a Liquidated Mortgage Loan during
      the related Prepayment Period (other than the mortgage loans described in the
      immediately following clause (ii)) and all Subsequent Recoveries received during
      the related Collection Period and (ii) the Scheduled Principal Balance of each
      such Mortgage Loan in the related Loan Group that was purchased by an insurer
      from the Trustee during the related Prepayment Period pursuant to the related
      primary mortgage insurance policy, if any or otherwise; and

    



    
      
         

      

      
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    (E) the
      applicable Group I Senior Prepayment Percentage of the sum of (a) the Scheduled
      Principal Balance of each Mortgage Loan in the related Loan Group which was
      repurchased by the Sponsor in connection with such Distribution Date and (b)
      the
      excess, if any, of the Scheduled Principal Balance of each Mortgage Loan in
      the
      related Loan Group that has been replaced by the Sponsor with a Qualified
      Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement in
      connection with such Distribution Date over the Scheduled Principal Balance
      of
      each such Qualified Substitute Mortgage Loan.

    


    Group
      I Senior Percentage:
      With
      respect to each Loan Group, the lesser of (a) 100% and (b) the percentage
      (carried to six places rounded up) obtained by dividing the aggregate Class
      Principal Amount of the Group I Senior Certificates related to such Loan Group,
      other than the Interest Only Certificates, immediately prior to such
      Distribution Date, by the aggregate Scheduled Principal Balance of the Mortgage
      Loans in such Loan Group as of the beginning of the related Collection Period.
      The initial Group I Senior Percentage for each Loan Group will be equal to
      approximately 92.60%.

    


    Group
      I Senior Prepayment Percentage:
      The
      Group I Senior Prepayment Percentage for the Group I-1, Group I-2 and Group
      I-3
      Senior Certificates, other than the Interest Only Certificates, on any
      Distribution Date occurring during the periods set forth below will be as
      follows:

     

    
      	
              Period
                (dates inclusive)

            	
              Group
                I Senior Prepayment Percentage

            
	
              April
                25, 2007 - March 25, 2014

            	
              100%

            
	
              April
                25, 2014 - March 25, 2015

            	
              Group
                I Senior Percentage for the related Group I Senior Certificates plus
                70%
                of the related Group I Subordinate Percentage.

            
	
              April
                25, 2015 - March 25, 2016

            	
              Group
                I Senior Percentage for the related Group I Senior Certificates plus
                60%
                of the related Group I Subordinate Percentage.

            
	
              April
                25, 2016 - March 25, 2017

            	
              Group
                I Senior Percentage for the related Group I Senior Certificates plus
                40%
                of the related Group I Subordinate Percentage.

            
	
              April
                25, 2017 - March 25, 2018

            	
              Group
                I Senior Percentage for the related Group I Senior Certificates plus
                20%
                of the related Group I Subordinate Percentage.

            
	
              April
                25, 2018 and thereafter

            	
              Group
                I Senior Percentage for the related Group I Senior
                Certificates.

            


    

    



    
      
         

      

      
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    Any
      scheduled reduction to the Group I-1, Group I-2 and Group I-3 Senior Prepayment
      Percentage for the Group I Senior Certificates shall not be made as of any
      Distribution Date unless, as of the last day of the month preceding such
      Distribution Date (1) the aggregate Scheduled Principal Balance of the Mortgage
      Loans delinquent 60 days or more (including for this purpose any such Mortgage
      Loans in foreclosure and bankruptcy and such Mortgage Loans with respect to
      which the related Mortgaged Property has been acquired by the Trust) averaged
      over the last six months, as a percentage of the aggregate Class Principal
      Amount of the Group I Subordinate Certificates does not exceed 50% and (2)
      cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the
      aggregate Class Principal Amount of the Group I Original Subordinate Principal
      Balance if such Distribution Date occurs between and including April 2014 and
      March 2015, (b) 35% of the Group I Original Subordinate Principal Balance if
      such Distribution Date occurs between and including April 2015 and March 2016,
      (c) 40% of the Group I Original Subordinate Principal Balance if such
      Distribution Date occurs between and including April 2016 and March 2017, (d)
      45% of the Group I Original Subordinate Principal Balance if such Distribution
      Date occurs between and including April 2017 and March 2018, and (e) 50% of the
      Group I Original Subordinate Principal Balance if such Distribution Date occurs
      during or after April 2018.

    


    In
      addition, if on any Distribution Date the current weighted average of the Group
      I Subordinate Percentages is equal to or greater than two times the initial
      weighted average of the Group I Subordinate Percentages, and (a) the aggregate
      Scheduled Principal Balance of the Mortgage Loans delinquent 60 days or more
      (including for this purpose any such Mortgage Loans in foreclosure and
      bankruptcy and such Mortgage Loans with respect to which the related Mortgaged
      Property has been acquired by the Trust), averaged over the last six months,
      as
      a percentage of the aggregate Class Principal Amount of the Group I Subordinate
      Certificates does not exceed 50% and (b)(i) on or prior to the Distribution
      Date
      occurring in March 2010, cumulative Realized Losses on the Mortgage Loans as
      of
      the end of the related Prepayment Period do not exceed 20% of the Group I
      Original Subordinate Principal Balance and (ii) after the Distribution Date
      occurring in March 2010, cumulative Realized Losses on the Mortgage Loans as
      of
      the end of the related Prepayment Period do not exceed 30% of the Group I
      Original Subordinate Principal Balance, then, in each case, the Group I Senior
      Prepayment Percentages for the Group I-1, Group I-2 and Group I-3 Senior
      Certificates for such Distribution Date will equal the Group I Senior Percentage
      for the Group I-1, Group I-2 and Group I-3 Senior Certificates, respectively;
      provided, however, if on such Distribution Date the current weighted average
      of
      the Group I Subordinate Percentages is equal to or greater than two times the
      initial weighted average of the Group; I Subordinate Percentages on or prior
      to
      the Distribution Date occurring in March 2010 and the above delinquency and
      loss
      tests are met, then the Group I Senior Prepayment Percentages for the Group
      I-1,
      Group I-2 and Group I-3 Senior Certificates for such Distribution Date will
      equal the Group I Senior Percentage for the Group I-1, Group I-2 and Group
      I-3
      Senior Certificates, respectively, plus 50% of the related Group I Subordinate
      Percentage on such Distribution Date.

    


    Notwithstanding
      the foregoing, if, on any Distribution Date, the percentage, the numerator
      of
      which is the aggregate Class Principal Amount of the Group I Senior Certificates
      immediately preceding such Distribution Date, and the denominator of which
      is
      the Scheduled Principal Balance of the Mortgage Loans as of the beginning of
      the
      related Collection Period, exceeds such percentage as of the Cut-off Date,
      then
      the Group I Senior Prepayment Percentage with respect to the Group I Senior
      Certificates for such Distribution Date will equal 100%.

    



    
      
         

      

      
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    Group
      I Subordinate Certificate Writedown Amount:
      With
      respect to the Group I Subordinate Certificates, the amount by which (x) the
      sum
      of the Class Principal Amounts of the Group I Certificates (after giving effect
      to the distribution of principal and the allocation of Realized Losses in
      reduction of the Class Principal Amounts of the Group I Certificates on such
      Distribution Date) exceeds (y) the Scheduled Principal Balances of the Pool
      I
      Mortgage Loans on the Due Date related to such Distribution Date.

    


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

    


    Group
      I Subordinate Optimal Principal Amount:
      With
      respect to the Group I Subordinate Certificates and each Distribution Date
      will
      be an amount equal to the sum of the following from each Loan Group (but in
      no
      event greater than the aggregate Class Principal Amounts of the Group I
      Subordinate Certificates immediately prior to such Distribution
      Date):

    


    (1) the
      applicable Group I Subordinate Percentage of the principal portion of all
      Monthly Payments due on each Mortgage Loan in the related Loan Group on the
      related Due Date, as specified in the amortization schedule at the time
      applicable thereto (after adjustment for previous principal prepayments but
      before any adjustment to such amortization schedule by reason of any bankruptcy
      or similar proceeding or any moratorium or similar waiver or grace
      period);

    


    (2) the
      applicable Group I Subordinate Prepayment Percentage of the Scheduled Principal
      Balance of each Mortgage Loan in the related Loan Group which was the subject
      of
      a prepayment in full received by the Servicer during the applicable Prepayment
      Period;

    


    (3) the
      applicable Group I Subordinate Prepayment Percentage of all partial prepayments
      of principal received during the applicable Prepayment Period for each Mortgage
      Loan in the related Loan Group;

    


    (4) the
      excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
      received during the related Prepayment Period in respect of each Liquidated
      Mortgage Loan in the related Loan Group and all Subsequent Recoveries received
      in respect of each Liquidated Mortgage Loan in the related Loan Group during
      the
      related Prepayment Period over (b) the sum of the amounts distributable to
      the
      holders of the related Group I Senior Certificates pursuant to clause (4) of
      the
      definition of “Group I Senior Optimal Principal Amount” on such distribution
      date;

    


    (5) the
      applicable Group I Subordinate Prepayment Percentage of the sum of (a) the
      Scheduled Principal Balance of each Mortgage Loan in the related Loan Group
      which was repurchased by the Sponsor in connection with such Distribution Date
      and (b) the difference, if any, between the Scheduled Principal Balance of
      each
      Mortgage Loan in the related Loan Group that has been replaced by the Sponsor
      with a substitute mortgage loan pursuant to the Mortgage Loan Purchase Agreement
      in connection with such Distribution Date and the Scheduled Principal Balance
      of
      each such substitute mortgage loan; and

    



    
      
         

      

      
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    (6) on
      the
      Distribution Date on which the Class Principal Amounts of the related Group
      I
      Senior Certificates have all been reduced to zero, 100% of any applicable Group
      I Senior Optimal Principal Amount.

    


    Group
      I Subordinate Percentage:
      As of
      any Distribution Date and with respect to any Loan Group, 100% minus the related
      Group I Senior Percentage for the Group I Senior Certificates related to such
      Loan Group. The initial Group I Subordinate Percentage for each Loan Group
      will
      be equal to approximately 7.40%.

    


    Group
      I Subordinate Prepayment Percentage:
      As of
      any Distribution Date and with respect to any Loan Group, 100% minus the related
      Group I Senior Prepayment Percentage for such Loan Group, except that on any
      Distribution Date after the Class Principal Amount of each Class of Group I
      Senior Certificates of the related Group I Certificate Group have each been
      reduced to zero, if (A) the weighted average of the Group I Subordinate
      Percentages on such Distribution Date equals or exceeds two times the initial
      weighted average of the Group I Subordinate Percentages and (B) the aggregate
      Scheduled Principal Balance of the Pool I Mortgage Loans delinquent 60 days
      or
      more (including for this purpose any such Mortgage Loans in foreclosure and
      bankruptcy and Pool I Mortgage Loans with respect to which the related Mortgaged
      Property has been acquired by the Trust), averaged over the last six months,
      as
      a percentage of the sum of the aggregate Class Principal Amount of the Group
      I
      Subordinate Certificates does not exceed 50%, the Group I Subordinate Prepayment
      Percentage for the Group I Subordinate Certificates with respect to such Loan
      Group will equal 100%. If the above test is not satisfied on any Distribution
      Date after the Class Principal Amount of each Class of Group I Senior
      Certificates of the related Group I Certificate Group have each been reduced
      to
      zero and any Group I Senior Certificates are still outstanding, then the Group
      I
      Subordinate Prepayment Percentage with respect to such Loan Group shall equal
      zero for such Distribution Date.

    


    Group
      I-1 Senior Certificates:
      The
      Class I-1A-1 and Class I-1A-2 Certificates.

    


    Group
      I-2 Senior Certificates:
      The
      Class I-2A-1 and Class I-2A-2 Certificates.

    


    Group
      I-3 Senior Certificates:
      The
      Class I-3A-1 and Class I-3A-2 Certificates.

    


    Group
      II Applied Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the aggregate
      Certificate Principal Amount of the Group II Certificates after giving effect
      to
      all distributions on such Distribution Date, but before giving effect to any
      application of the Group II Applied Loss Amount with respect to such date,
      exceeds (y) the Aggregate Pool Balance for Loan Group II for such Distribution
      Date.

    


    Group
      II Basis Risk Carryover Amounts:
      For any
      Distribution Date, the sum of (i) if the Group II Certificate Interest Rate
      for
      a Class of Group II Certificates is calculated based on the Group II Net WAC
      Cap
      Rate, the excess, if any, of (a) the amount of Accrued Interest calculated
      using
      the lesser of (x) One-month LIBOR plus the related margin and (y) 11.000% over
      (b) the amount of Accrued Interest calculated using a Group II Certificate
      Interest Rate equal to the related Group II Net WAC Cap Rate for such
      Distribution Date and (ii) the Group II Basis Risk Carryforward Amount for
      all
      previous Distribution Dates not previously paid plus interest thereon at the
      related Group II Certificate Interest Rate.

    



    
      
         

      

      
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    Group
      II Carryforward Interest:
      With respect to any Distribution Date and each class of Group II Senior or
      Group
      II Subordinate Certificates, the sum of (i) the amount, if any, by which (x)
      the
      sum of (A) Group II Current Interest for such class for the immediately
      preceding Distribution Date and (B) any unpaid Group II Carryforward Interest
      for such class from previous Distribution Dates exceeds (y) the amount
      distributed in respect of interest on such class on such immediately preceding
      Distribution Date, and (ii) interest on such amount for the related Interest
      Accrual Period at the applicable Group II Certificate Interest
      Rate.

    


    Group
      II Certificate Interest Rate:
      With
      respect to each Class of Group II Certificates and any Distribution Date, the
      applicable per annum rate set forth or described under the heading “REMIC 3” in
      the Preliminary Statement hereto.

    


    Group
      II Certificates:
      The
      Group II Senior Certificates and the Group II Subordinate
      Certificates.

    


    Group
      II Cumulative Loss Trigger Event:
      A Group
      II Cumulative Loss Trigger Event shall have occurred with respect to any
      Distribution Date beginning in April 2009 if the fraction, expressed as a
      percentage, obtained by dividing (x) the aggregate amount of Realized Losses
      incurred on the Pool II Mortgage Loans from the Cut-off Date through the last
      day of the related Collection Period by (y) the Cut-off Date Balance, exceeds
      the applicable percentage described below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date

            	
              Loss
                Percentage

            
	
              April
                2009 through March 2010

            	
              2.25%

            
	
              April
                2010 through March 2011

            	
              2.75%

            
	
              April
                2011 through March 2012

            	
              3.75%

            
	
              April
                2012 through March 2013

            	
              4.25%

            
	
              April
                2013 and thereafter

            	
              4.50%

            


    

    


    


    Group
      II Current Interest:
      With
      respect to each Class of Group II Certificates and any Distribution Date, the
      aggregate amount of interest accrued at the applicable Group II Certificate
      Interest Rate during the related Interest Accrual Period on the Class Principal
      Amount of such Class immediately prior to such Distribution Date.

    


    Group
      II Deferred Amount:
      With
      respect to any Distribution Date and each Class of the Group II Certificates,
      the amount by which (x) the aggregate of Group II Applied Loss Amounts
      previously applied in reduction of the Class Principal Amount thereof pursuant
      to Section 6.09 hereof exceeds (y) the sum of (1) the aggregate of amounts
      previously reimbursed in respect thereof and (2) the amount by which the Class
      Principal Amount of such Certificate has been increased due to any Subsequent
      Recovery.

    



    
      
         

      

      
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    Group
      II Delinquency Event:
      A Group
      II Delinquency Event shall have occurred with respect to any Distribution Date
      if the Group II Rolling Three Month Delinquency Rate as of the last day of
      the
      immediately preceding calendar month equals or exceeds 19.00% of the Group
      II
      Senior Enhancement Percentage for the prior Distribution Date.

    


    Group
      II Delinquency Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate Scheduled Principal Balance of all Pool
      II
      Mortgage Loans 60 days Delinquent or more (including all foreclosures,
      bankruptcies and REO Properties) as of the close of business on the last day
      of
      such month and as reported by the Servicer to the Master Servicer, and the
      denominator of which is the Pool
      Balance
      of Pool
      II as of the close of business on the last day of such month.

    


    Group
      II Extra Principal Distribution Amount:
      For any
      Distribution Date, is the lesser of (x) the Group II Monthly Excess Cashflow
      for
      such Distribution Date and (y) the Group II Overcollateralization Deficiency
      for
      such Distribution Date.

    


    Group
      II Initial Purchase Date:
      The
      first Distribution Date following the month in which the Pool Balance for Pool
      II is less than 10% of the Pool II Cut-off Date Balance.

    


    Group
      II Interest Funds:
      With
      respect to any Distribution Date and Pool II, the sum of (1) all interest
      received or advanced by the Servicer or the Master Servicer for the related
      Collection Period and available in the Certificate Account on that Distribution
      Date with respect to the Pool II Mortgage Loans, (2) all Compensating Interest
      Payments paid with respect to the Pool II Mortgage Loans that were prepaid
      during the related Prepayment Period, (3) the portion of any purchase price
      or
      other amount paid with respect to the Pool II Mortgage Loans allocable to
      interest; net of any fees or other amounts reimbursable to the Master Servicer,
      the Servicer, the Securities Administrator, the Trustee, the Custodian and
      the
      Delaware Trustee as provided in the Agreements to the extent allocable to Pool
      II and (4) with respect to the Distribution Date in April 2007, the Initial
      Group II Interest Deposit.

    


    Group
      II Monthly Excess Cashflow:
      With
      respect to any Distribution Date, the sum of (1) the Group II
      Overcollateralization Release Amount, (2) Group II Monthly Excess Interest
      and
      (3) the Group II Monthly Excess Principal.

    


    Group
      II Monthly Excess Interest:
      With
      respect to any Distribution Date, the amount of Group II Interest Funds
      remaining after application pursuant to clauses (1) and (2) of Section
      6.08(g).

    


    Group
      II Monthly Excess Principal:
      With
      respect to any Distribution Date, the Group II Principal Distribution Amount
      remaining after application pursuant to any of clauses (1) and (2) under Section
      6.08(h)(i) and Clauses (1) through (4) under Section 6.08(h)(ii).

    


    Group
      II Net WAC Cap Rate:
      With
      respect to any Distribution Date and the Group II Certificates, a per annum
      rate
      equal to the product of (1) the quotient of (a) 30 divided by (b) the actual
      number of days in the Interest Accrual Period, multiplied by (2) the weighted
      average of the Net Mortgage Rates of the Pool II Mortgage Loans as of the first
      day of the related Collection Period, weighted on the basis of their stated
      principal balances as of such first day of the related Collection
      Period.

    



    
      
         

      

      
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    Group
      II Overcollateralization Amount:
      For any
      Distribution Date, the amount, if any, by which (1) the aggregate Scheduled
      Principal Balance of the Pool II Mortgage Loans exceeds (2) the aggregate Class
      Principal Amount of the Group II Senior and Group II Subordinate Certificates
      as
      of such Distribution Date after giving effect to the reduction on such
      Distribution Date of the Class Principal Amounts of the Group II Senior and
      Group II Subordinate Certificates resulting from the distribution of Group
      II
      Principal Funds for Pool II on such Distribution Date.

    


    Group
      II Overcollateralization Deficiency:
      With
      respect to any Distribution Date, the amount, if any, by which (1) the Group
      II
      Overcollateralization Target Amount for such Distribution Date exceeds (2)
      the
      Group II Overcollateralization Amount for such Distribution Date, calculated
      for
      this purpose after giving effect to the reduction on such Distribution Date
      of
      the Class Principal Amounts of the Group II Senior Certificates and Group II
      Subordinate Certificates resulting from the distribution of Group II Principal
      Funds for Pool II on such Distribution Date.

    


    Group
      II Overcollateralization Floor:
      Approximately 0.50% of the Pool II Cut-off Date Balance.

    


    Group
      II Overcollateralization Release Amount:
      With
      respect to any Distribution Date and Pool II, the lesser of (x) the Group II
      Principal Funds for such Distribution Date and (y) the excess, if any, of (1)
      the Group II Overcollateralization Amount for such Distribution Date (assuming
      that 100% of such Group II Principal Funds is applied as a principal
      distribution on such Distribution Date) over (2) the Group II
      Overcollateralization Target Amount for such Distribution Date (with the amount
      determined pursuant to this clause (y) deemed to be $0 if the Group II
      Overcollateralization Amount is less than or equal to the Group II
      Overcollateralization Target Amount on that Distribution Date).

    


    Group
      II Overcollateralization Target Amount:
      With
      respect to any Distribution Date and Pool II, (a) prior to the Group II Stepdown
      Date, approximately 7.10% of the aggregate Scheduled Principal Balance of the
      Pool II Mortgage Loans as of the Cut-off Date, (b) on or after the Group II
      Stepdown Date and if a Group II Trigger Event is not in effect, the greater
      of
      (i) approximately 14.20% of the then current aggregate Scheduled Principal
      Balance of the Pool II Mortgage Loans as of the last day of the related
      Collection Period and (ii) the Group II Overcollateralization Floor and (c)
      on
      or after the Group II Stepdown Date and if a Group II Trigger Event is in
      effect, the Group II Overcollateralization Target Amount for the immediately
      preceding Distribution Date.

    


    Group
      II Principal Distribution Amount:
      With
      respect to any Distribution Date and Pool II, the Group II Principal Funds
      for
      Pool II for such Distribution Date minus
      (b) the
      portion of the Overcollateralization Release Amount attributable to Pool II
      (based on the related Pool Balance).

    



    
      
         

      

      
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    Group
      II Principal Funds:
      With
      respect to any Distribution Date and Pool II, the sum of (1) the principal
      portion of all scheduled monthly payments on the Pool II Mortgage Loans due
      on
      the related Due Date, to the extent received or advanced, (2) the principal
      portion of all proceeds of the repurchase of a Mortgage Loan from Pool II (or,
      in the case of a substitution, certain amounts representing a principal
      adjustment) as required by the Mortgage Loan Purchase Agreement during the
      preceding calendar month, (3) the principal portion of all other unscheduled
      collections received during the preceding calendar month in respect of the
      Pool
      II Mortgage Loans, including full and partial prepayments, the proceeds of
      any
      purchase of Pool II Mortgage Loans by the Seller or the Servicer, Liquidation
      Proceeds, Condemnation Proceeds, Insurance Proceeds and Subsequent Recoveries;
      net of any fees payable to, and other amounts reimbursable to, the Master
      Servicer, the Servicer, the Securities Administrator, the Trustee, the Custodian
      and the Delaware Trustee as provided in the Agreements (to the extent not
      reimbursed from Group II Interest Funds) to the extent allocable to Pool II,
      and
      (4) with respect to the Distribution Date in April 2007, the Initial Group
      II
      Principal Deposit.

    


    Group
      II Rolling Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the average of the Group II Delinquency Rates
      for each of the three (or one and two, in the case of the first and second
      Distribution Dates, respectively) immediately preceding months.

    


    Group
      II Senior Certificates:
      The
      Class II-A Certificates.

    


    Group
      II Senior Enhancement Percentage:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      the
      numerator of which is the sum of the aggregate Class Principal Amount of the
      Group II Subordinate Certificates and the Group II Overcollateralization Amount
      (which, for purposes of this definition only, will not be less than zero) after
      giving effect to distributions on such Distribution Date, and the denominator
      of
      which is the Pool Balance for Pool II for such Distribution Date.

    


    Group
      II Stepdown Date:
      The
      earlier to occur of (i) the first Distribution Date following the Distribution
      Date on which the aggregate Class Principal Amount of the Senior Certificates
      has been reduced to zero and (ii) the later to occur of (a) the Distribution
      Date occurring in April 2010 and (b) the first Distribution Date on which the
      Senior Enhancement Percentage (calculated for this purpose after giving effect
      to payments or other recoveries in respect of the Mortgage Loans during the
      related Collection Period but before giving effect to distributions on the
      Certificates on such Distribution Date) is greater than or equal to
      approximately 42.10%.

    


    Group
      II Step-up Date:
      The
      first Distribution Date after the Pool II Initial Purchase Date.

    


    Group
      II Subordinate Certificates:
      The
      Class II-M-1, Class II-M-2 and Class II-B Certificates.

    


    Group
      II Trigger Event:
      A Group
      II Trigger Event will have occurred with respect to any Distribution Date if
      (a)
      a Group II Delinquency Event has occurred for such Distribution Date or (b)
      a
      Group II Cumulative Loss Trigger Event has occurred for such Distribution
      Date.

    


    Guidelines:
      As
      defined in Section 4.02(p).

    



    
      
         

      

      
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    Holder
      or
Certificateholder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee, the Securities Administrator, the Master
      Servicer, the Servicer, any Subservicer retained by the Servicer, or any
      Affiliate thereof shall be deemed not to be outstanding in determining whether
      the requisite percentage necessary to effect any such consent has been obtained,
      except that, in determining whether the Trustee and the Securities Administrator
      shall be protected in relying upon any such consent, only Certificates which
      a
      Responsible Officer of the Trustee knows to be so owned shall be disregarded.
      The Trustee may request and conclusively rely on certifications by the
      Depositor, the Securities Administrator, the Master Servicer or the Servicer
      in
      determining whether any Certificates are registered to an Affiliate of the
      Depositor, the Securities Administrator, the Master Servicer or the
      Servicer.

    


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

    


    Independent:
      When
      used with respect to any Accountants, a Person who is “independent” within the
      meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation
      S-X. When used with respect to any other Person, a Person who (a) is in fact
      independent of another specified Person and any Affiliate of such other Person,
      (b) does not have any material direct financial interest in such other Person
      or
      any Affiliate of such other Person, and (c) is not connected with such other
      Person or any Affiliate of such other Person as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar
      functions.

    


    Index:
      Either
      the Six-Month LIBOR Index or the One-Year LIBOR Index.

    


    Initial
      Certification:
      As
      defined in Section 2.02(a).

    


    Initial
      Group II Interest Deposit:
      $923.54.

    


    Initial
      Group II Principal Deposit:
      $84,750.00.

    


    Insurance
      Policy:
      Any
      primary mortgage insurance policy, standard hazard insurance policy, flood
      insurance policy, earthquake insurance policy or title insurance policy relating
      to the Mortgage Loans or the Mortgaged Properties, to be in effect as of the
      Closing Date or thereafter during the term of this Agreement.

    


    Insurance
      Proceeds:
      Any
      amounts paid by an insurer under a primary mortgage insurance policy, any
      standard hazard insurance policy, flood insurance policy, title insurance policy
      or any other insurance policy relating to the Mortgage Loans or related
      mortgaged properties other than amounts to cover expenses incurred by the
      Servicer in connection with procuring such proceeds, applied to the restoration
      and repair of the related Mortgaged Property or to be paid to the borrower
      pursuant to the related Mortgage Note or state law.

    



    
      
         

      

      
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    Interest
      Accrual Period:
      With respect to any Distribution Date and any class of Group I Senior
      Certificates or Group I Subordinate Certificates or any of the REMIC LT-I
      Regular Interests, REMIC LT-II Regular Interests, or REMIC 2 Regular Interests,
      the calendar month immediately preceding the month in which such Distribution
      Date occurs. With respect to any Distribution Date and any class of Group II
      Senior Certificates or Group II Subordinate Certificates, the period beginning
      on the immediately preceding Distribution Date (or on the Closing Date, in
      the
      case of the first Interest Accrual Period) and ending on the day immediately
      preceding the related Distribution Date.

    


    Interim
      Certification:
      As
      defined in Section 2.02(b).

    


    Item
      1122 Responsible Party:
      As
      defined in Section 8.07.

    


    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in April 2042.

    


    Lender
      Paid Mortgage Insurance Rate:
      The
      Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
      percentage shown on the Mortgage Loan Schedule.

    


    Lender
      Primary Mortgage Insurance Policy or LPMI Policy:
      Any
      Primary Mortgage Insurance Policy for which premiums are paid by the
      Servicer.

    


    LIBOR
      Business Day:
      Any day
      on which banks in London, England and The City of New York are open and
      conducting transactions in foreign currency and exchange.

    


    LIBOR
      Determination Date:
      The
      second LIBOR Business Day immediately preceding the commencement of each
      Interest Accrual Period for any Group II Certificates.

    


    Liquidated
      Mortgage Loan:
      Any
      defaulted Mortgage Loan as to which the Servicer has determined that all amounts
      that it expects to recover from or on account of such Mortgage Loan have been
      recovered, as reported by the Servicer to the Master Servicer, and any Second
      Lien Mortgage Loan that is 180 or more days delinquent in payment.

    


    Liquidation
      Expenses:
      Expenses that are incurred by the Master Servicer or the Servicer, as
      applicable, in connection with the liquidation of any defaulted Mortgage Loan
      and are not recoverable under the applicable primary mortgage insurance policy,
      if any, including, without limitation, foreclosure and rehabilitation expenses,
      legal expenses and unreimbursed amounts, if any, expended pursuant to Sections
      4.02(c), 4.02(j) or 4.02(o).

    


    Liquidation
      Proceeds:  Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
      foreclosure sale, payment in full, discounted payoff or otherwise, or the sale
      of the related REO Property, if the Mortgaged Property is acquired in
      satisfaction of the Mortgage Loan.

    


    Loan
      Group:
      Loan
      Group I-1, Loan Group I-2 or Loan Group I-3, as the context
      requires.

    



    
      
         

      

      
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    Loan
      Group I-1:
      The
      loan group consisting of conventional first lien, hybrid Mortgage Loans with
      interest rates that have an initial fixed rate period of five years and
      thereafter adjust on a semi-annual or annual basis.

    


    Loan
      Group I-2:
      The
      loan group consisting of conventional first lien, hybrid mortgage loans with
      interest rates that have an initial fixed rate period of seven years and
      thereafter adjust on a semi-annual or annual basis.

    


    Loan
      Group I-3:
      The
      loan group consisting of conventional first lien, hybrid mortgage loans with
      interest rates that have an initial fixed rate period of ten years and
      thereafter adjust on a semi-annual or annual basis.

    


    Loan
      Group Balance:
      With
      respect to each of Loan Group I-1, Loan Group I-2 and Loan Group I-3 and any
      date of determination, the aggregate Scheduled Principal Balance of the Mortgage
      Loans in that Loan Group as of such date.

    


    Loan-to-Value
      Ratio:
      With
      respect to a Mortgage Loan, at any time, the ratio, expressed as a percentage,
      of the principal balance of such Mortgage Loan as of the applicable date of
      determination, to (a) in the case of a purchase, the lesser of the sale price
      of
      the Mortgaged Property and its appraised value at the time of sale or (b) in
      the
      case of a refinancing or modification, the appraised value of the Mortgaged
      Property at the time of the refinancing or modification.

    


    Lower-Tier
      REMIC I:
      As
      described in the Preliminary Statement.

    


    Lower-Tier
      REMIC II:
      As
      described in the Preliminary Statement.

    


    Majority
      Certificateholders:
      Until
      such time as the sum of the Class Principal Amounts of all Classes of
      Certificates (other than the Class R, Class I-1X, Class I-2X, Class I-3X and
      Class II-X Certificates) has been reduced to zero, the holder or holders of
      in
      excess of 50% of the aggregate Class Principal Amount of all Classes of
      Certificates; and thereafter, the holder of the Class R
      Certificate.

    


    Margin:
      With
      respect to each adjustable rate Mortgage Loan, the fixed percentage amount
      set
      forth in each related Mortgage Note which is added to the Index in order to
      determine the related Mortgage Rate, as set forth in the Mortgage Loan
      Schedule.

    


    Master
      Servicer:
      Wells
      Fargo Bank, N.A., or any successor in interest, or if any successor master
      servicer shall be appointed as herein provided, then such successor master
      servicer.

    


    Master
      Servicer Errors and Omission Insurance Policy:
      Any
      errors and omission insurance policy required to be obtained by the Master
      Servicer satisfying the requirements of Section 5.02.

    


    Master
      Servicer Event of Default:
      Any one
      of the conditions or circumstances enumerated in Section 9.01(a).

    



    
      
         

      

      
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    Master
      Servicer Fidelity Bond:
      Any
      fidelity bond to be maintained by the Servicer in accordance with Section
      5.02.

    


    Master
      Servicer Remittance Date:
      With
      respect to each Distribution Date, the Business Day immediately preceding such
      Distribution Date.

    


    Material
      Defect:
      With
      respect to any Mortgage Loan, as defined in Section 2.02(c) hereof.

    


    Maximum
      Mortgage Rate:
      The
      maximum level to which a Mortgage Rate can adjust in accordance with its terms,
      regardless of changes in the Index.

    


    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or
      any
      successor in interest thereto.

    


    MERS
      Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
      has been or will be recorded in the name of MERS, as nominee for the holder
      from
      time to time of the Mortgage Note.

    


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

    


    Minimum
      Lifetime Mortgage Rate:
      The
      minimum level to which a Mortgage Rate can adjust in accordance with its terms,
      regardless of changes in the Index.

    


    Monthly
      Advance:
      An
      advance made by the Servicer pursuant to Section 4.03(c) or the Master Servicer
      pursuant to Section 6.11, as applicable, with respect to delinquent payments
      of
      principal and interest on the Mortgage Loans, adjusted to the related Net
      Mortgage Rate.

    


    Monthly
      Payment:
      With
      respect to any Mortgage Loan and any month, the scheduled payment or payments of
      principal and interest due during such month on such Mortgage Loan, which either
      is payable by a mortgagor in such month under the related mortgage note, or
      in
      the case of any Mortgaged Property acquired through foreclosure or deed-in-lieu
      of foreclosure, would otherwise have been payable under the related Mortgage
      Note, in each case, as reduced by any Bankruptcy Loss.

    


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

    


    Mortgage:
      A
      mortgage, deed of trust or other instrument encumbering a fee simple interest
      in
      real property securing a Mortgage Note.

    


    Mortgage
      Bankers’ Blanket Bond:
      The
      fidelity bond developed by the Mortgage Bankers Association of America and
      its
      members used to protect a mortgage lender/servicer against errors and omissions,
      mortgage impairment and losses arising from the dishonest, fraudulent and
      criminal acts of its management and employees.

    



    
      
         

      

      
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    Mortgage
      File:
      The
      mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
      Loan required to be delivered to the Trustee (or the Custodian) pursuant to
      this
      Agreement.

    


    Mortgage
      Loan:
      The
      conventional, adjustable rate, first lien residential mortgage loans sold by
      the
      Seller to the Depositor pursuant to the Mortgage Loan Purchase Agreement and
      subsequently transferred by the Depositor to the Trust Estate pursuant to this
      Agreement.

    


    Mortgage
      Loan Documents:
      As
      defined in Section 2.01(b).

    


    Mortgage
      Loan Purchase Agreement:
      The
      mortgage loan purchase agreement dated as of March 1, 2007, between the Seller
      and the Depositor.

    


    Mortgage
      Loan Schedule:
      The
      schedule attached hereto as Schedule A, which shall identify each Mortgage
      Loan,
      as such schedule may be amended from time to time to reflect the addition of
      Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust.
The
      Depositor shall be responsible for providing the Master Servicer and the
      Custodian on behalf of the Trustee with all amendments to the Mortgage Loan
      Schedule.

    


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

    


    Mortgage
      Pool:
      A pool
      of Mortgage Loans in the Trust Estate, including Pool I and Pool II, as the
      context requires.

    


    Mortgage
      Rate:
      With
      respect to any Mortgage Loan, its applicable interest rate determined as
      provided in the related mortgage note, as reduced by any Relief Act
      Reduction.

    


    Mortgaged
      Property:
      With
      respect to any Mortgage Loan, the underlying real property securing such
      Mortgage Loan.

    


    Mortgagor:
      The
      obligor on a Mortgage Note.

    


    Net
      Liquidation Proceeds:
      All
      amounts, net of (1) unreimbursed expenses and (2) unreimbursed Monthly Advances
      and Servicing Advances, received and retained in connection with the liquidation
      of defaulted Mortgage Loans, through Insurance Proceeds or Condemnation
      Proceeds, by foreclosure or otherwise, together with any net proceeds received
      on a monthly basis with respect to any Mortgaged Properties acquired by
      foreclosure or deed in lieu of foreclosure.

    


    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan at any time, the Mortgage Rate thereof reduced
      by
      the Servicing Fee Rate for such Mortgage Loan.

    


    Non-MERS
      Mortgage Loan:
      Any
      Mortgage Loan other than a MERS Mortgage Loan.

    


    Non-Permitted
      Transferee:
      A
      Person other than a Permitted Transferee.

    



    
      
         

      

      
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    Nonrecoverable
      Advance:
      Any
      advance previously made by the Servicer pursuant to Section 4.03(c) or by the
      Master Servicer pursuant to Section 6.11 or any Servicing Advance which, in
      the
      good faith judgment of the Servicer or the Master Servicer, as applicable,
      may
      not be ultimately recoverable by the Servicer or the Master Servicer from
      Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds or otherwise.
      The determination by the Servicer or the Master Servicer, as applicable, that
      it
      has made a Nonrecoverable Advance, shall be evidenced by an Officer's
      Certificate of the Servicer or the Master Servicer, as applicable, delivered
      to
      the Trustee and the Master Servicer (in the case of the Servicer) and detailing
      the reasons for such determination

    


    Notional
      Amount:
      With
      respect to the Class I-1X Certificates, as of any date of determination, is
      equal to the aggregate Class Principal Amount of the Class I-1A-1 Certificates
      and Class I-1A-2 Certificates. With
      respect to the Class I-2X Certificates, as of any date of determination, is
      equal to the aggregate Class Principal Amount of the Class I-2A-1 Certificates
      and Class I-2A-2 Certificates.
      With
      respect to the Class I-3X Certificates, as of any date of determination, is
      equal to the aggregate Class Principal Amount of the Class I-3A-1 Certificates
      and Class I-3A-2 Certificates.
      Reference to the Notional Amount of the Interest Only Certificates is solely
      for
      convenience in calculations and does not represent the right to receive any
      distributions allocable to principal.

    


    Offering
      Document:
      The
      Prospectus.

    


    Officer’s
      Certificate:
      A
      certificate signed by the Chairman of the Board, any Vice Chairman, the
      President, any Executive Vice President, any Senior Vice President, any Vice
      President or any Assistant Vice President of a Person.

    


    One-Month
      LIBOR or One-Month LIBOR Index:
      The
      Interest Settlement Rate for U.S. dollar deposits of one-month maturity set
      by
      the BBA as of 11:00 a.m. (London time) on the LIBOR Determination
      Date.

    


    One-Year
      LIBOR Index:
      The
      interbank offered rates for twelve-month United States dollar deposits in the
      London market, calculated as provided in the related mortgage note.

    


    Operative
      Agreements:
      This
      Agreement, the Mortgage Loan Purchase Agreement, the Custodial Agreement, the
      Depository Agreement and each other document contemplated by any of the
      foregoing to which the Depositor, the Seller, the Master Servicer, the Servicer,
      the Securities Administrator, the Delaware Trustee, the Trustee or the Custodian
      is a party.

    


    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Seller, the Securities Administrator, the Trustee
      and/or
      the
      Master Servicer, as applicable, and who may be in-house or outside counsel
      to
      the Seller, the Servicer, the Depositor, the Master Servicer, the Securities
      Administrator or the Trustee
      but
      which
      must be Independent outside counsel with respect to any such opinion of counsel
      concerning federal income tax or ERISA matters.

    


    Original
      Trust Agreement:
      The
      trust agreement, dated as of March 29, 2007, among the Depositor, the Trustee
      and the Delaware Trustee.

    



    
      
         

      

      
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    Outstanding
      Principal Balance:
      With
      respect to a Mortgage Loan, the principal balance of such Mortgage Loan
      remaining to be paid by the borrower or, in the case of an REO Property, the
      principal balance of the related Mortgage Loan remaining to be paid by the
      borrower at the time such property was acquired by or on behalf of the
      Trust.

    


    Ownership
      Interest:
      As to
      any Residual Certificate, any ownership 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.

    


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

    


    Paying
      Agent:
      Initially,
      the Securities Administrator, in its capacity as paying agent under this
      Agreement, or any successor to the Securities Administrator in such
      capacity.

    


    PCAOB
      means
      the Public Company Accounting Oversight Board.

    


    Percentage
      Interest:
      With
      respect to any Certificate, its percentage interest in the undivided beneficial
      ownership interest in the assets of the Trust evidenced by all Certificates
      of
      the same Class as such Certificate. With respect to any Certificate other than
      the Class II-X or Class R Certificates, the Percentage Interest evidenced
      thereby shall equal the initial Certificate Principal Amount (or
      Notional Amount)
      thereof
      divided by the initial Class Principal Amount (or Notional Amount) of all
      Certificates of the same Class. With respect to the Class II-X and Class R
      Certificates, the Percentage Interest evidenced thereby shall be as specified
      on
      the face thereof, or otherwise be equal to 100%.

    


    Periodic
      Cap:
      With
      respect to each Mortgage Loan, the maximum adjustment that can be made to the
      Mortgage Rate on each Adjustment Date in accordance with its terms, regardless
      of changes in the Index.

    


    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing, (ii) a
      foreign government, international organization or any agency or instrumentality
      of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
      imposed by Chapter 1 of the Code (including the tax imposed by Section 511
      of the Code on unrelated business taxable income) on any excess inclusions
      (as
      defined in Section 860E(c)(1) of the Code) with respect to any Residual
      Certificate, (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) a Person that is a Disqualified
      Non-U.S. Person or a U.S. Person with respect to whom income from a Residual
      Certificate is attributable to a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of such Person or any
      other U.S. Person, (vi) an “electing large partnership” within the meaning
      of Section 775 of the Code and (vii) any other Person so designated by
      the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause any REMIC to fail
      to
      qualify as a REMIC at any time that the Certificates are outstanding. The terms
      “United States”, “State” and “international organization” shall have the
      meanings set forth in Section 7701 of the Code or successor provisions. A
      corporation will not be treated as an instrumentality of the United States
      or of
      any State or political subdivision thereof for these purposes if all of its
      activities are subject to tax and, with the exception of Freddie Mac, a majority
      of its board of directors is not selected by such government unit.

    



    
      
         

      

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

    


    Pool:
      Pool I
      or Pool II, as the context requires.

    


    Pool
      I:
      The
      mortgage pool consisting of Loan Group I-1, Loan Group I-2 and Loan Group
      I-3.

    


    Pool
      I
      Cut-off Date Balance:
      With
      respect to the Pool I Mortgage Loans, approximately $245,220,032.

    


    Pool
      I
      Mortgage Loans:
      The
      conventional, adjustable rate, first lien residential mortgage loans in Pool
      I
      sold by the Seller to the Depositor pursuant to the Mortgage Loan Purchase
      Agreement and subsequently transferred by the Depositor to the Trust pursuant
      to
      the Pooling and Servicing Agreement.

    


    Pool
      I
      Termination Price:
      The
      sum, as calculated by the Servicer, of (a) 100% of the aggregate Outstanding
      Principal Balance of the Pool I Mortgage Loans, plus Group I Accrued Interest
      thereon at the applicable Mortgage Rate, (b) the fair market value of the REO
      Property and all other property being purchased, (c) any unreimbursed Servicing
      Advances relating to Pool I, (d) any costs and damages incurred by the Trust
      as
      a result of violation of any applicable federal, state or local predatory or
      abusive lending law in connection with the origination of any Pool Mortgage
      Loan
      and (e) all other amounts to be paid or reimbursed to the Master Servicer,
      the
      Securities Administrator, the Delaware Trustee, the Trustee and the Custodian
      under the Operative Agreements allocable to Pool I.

    


    Pool
      II:
      The
      mortgage pool consisting of conventional second lien, fixed and adjustable
      rate
      Mortgage Loans.

    


    Pool
      II Cut-off Date Balance:
      With
      respect to the Pool II Mortgage Loans, approximately $54,788,796.

    


    Pool
      II Mortgage Loans:
      The
      conventional, fixed and adjustable rate, second lien residential mortgage loans
      in Pool II sold by the Seller to the Depositor pursuant to the Mortgage Loan
      Purchase Agreement and subsequently transferred by the Depositor to the Trust
      pursuant to the Pooling and Servicing Agreement.

    


    Pool
      II Termination Price:
      The
      sum, as calculated by the Servicer, of (a) 100% of the aggregate Outstanding
      Principal Balance of the Pool II Mortgage Loans, plus Group II Accrued Interest
      thereon at the applicable Mortgage Rate, (b) the fair market value of the REO
      Property and all other property being purchased, (c) any unreimbursed Servicing
      Advances relating to Pool II, (d) any costs and damages incurred by the Trust
      as
      a result of violation of any applicable federal, state or local predatory or
      abusive lending law in connection with the origination of any Pool II Mortgage
      Loan and (e) all other amounts to be paid or reimbursed to the Master Servicer,
      the Securities Administrator, the Delaware Trustee, the Trustee and the
      Custodian under the Operative Agreements allocable to Pool II.

    



    
      
         

      

      
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    Pool
      Balance:
      With
      respect to each Mortgage Pool and any date of determination, the aggregate
      Scheduled Principal Balance of the Mortgage Loans in that Mortgage Pool as
      of
      such date.

    


    Pool
      Percentage:
      With
      respect to each Mortgage Pool and any Distribution Date, the fraction, expressed
      as a percentage, the numerator of which is the Pool Balance for such Mortgage
      Pool for such date and the denominator of which is the Aggregate Pool Balance
      for such date.

    


    Prepayment
      Interest Shortfall:
      The
      amount by which one month's interest at the Mortgage Rate (as reduced by the
      Servicing Fee Rate) on a Mortgage Loan as to which a voluntary prepayment has
      been made exceeds the amount of interest actually received in connection with
      such prepayment.

    


    Prepayment
      Period:
      With
      respect to any Distribution Date, the immediately preceding calendar
      month.

    


    Primary
      Mortgage Insurance Policy:
      Any
      primary mortgage guaranty insurance policy issued in connection with a Mortgage
      Loan which provides compensation to a Mortgage Note holder in the event of
      default by the obligor under such Mortgage Note or the related Mortgage, or
      any
      replacement policy therefor through the related Interest Accrual Period for
      such
      Class relating to a Distribution Date.

    


    Prime
      Rate:
      The
      prime rate of the United States money center commercial banks as published
      in
The
      Wall Street Journal,
      Northeast Edition.

    


    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan which is received
      in
      advance of its scheduled Due Date to the extent that it is not accompanied
      by an
      amount as to interest representing scheduled interest due on any date or dates
      in any month or months subsequent to the month of prepayment, including
      Insurance Proceeds and Repurchase Proceeds, but excluding the principal portion
      of Net Liquidation Proceeds received at the time a mortgage loan becomes a
      Liquidated Mortgage Loan.

    


    Proceeding:
      Any
      suit in equity, action at law or other judicial or administrative
      proceeding.

    


    Prospectus:
      The
      prospectus supplement dated March 29, 2007, together with the accompanying
      prospectus dated March 28, 2007, relating to the Class
      I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2, Class I-3A-1, Class I-3A-2,
      Class I-1X, Class I-2X, Class I-3X, Class II-A, Class I-B-1, Class I-B-2, Class
      I-B-3, Class II-M-1, Class II-M-2 and Class II-B Certificates.

    



    
      
         

      

      
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    Purchase
      Price:
      With
      respect to the purchase of a Mortgage Loan or related REO Property pursuant
      to
      this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal
      balance of such Mortgage Loan, (b) accrued interest thereon at the applicable
      Mortgage Rate, from the date as to which interest was last paid to (but not
      including) the Due Date in the Collection Period immediately preceding the
      related Distribution Date, (c) the amount of any costs and damages incurred
      by
      the Trust in connection with any violation of any applicable federal, state
      or
      local predatory or abusive lending law in connection with the origination of
      such Mortgage Loan and (d) the fair market value of all other property being
      purchased. The Servicer and the Master Servicer shall be reimbursed from the
      Purchase Price for any Mortgage Loan or related REO Property for any Monthly
      Advances and Servicing Advances made or other amounts advanced with respect
      to
      such Mortgage Loan that are reimbursable to the Servicer or the Master Servicer
      under this Agreement, together with any accrued and unpaid compensation due
      to
      the Servicer or the Master Servicer hereunder.

    


    Qualified
      GIC:
      A
      guaranteed investment contract or surety bond providing for the investment
      of
      funds in the Collection Account and insuring a minimum, fixed or floating rate
      of return on investments of such funds, which contract or surety bond
      shall:

    


    (i) be
      an
      obligation of an insurance company or other corporation whose long-term debt
      is
      rated by each Rating Agency in one of its two highest rating categories or,
      if
      such insurance company has no long-term debt, whose claims paying ability is
      rated by each Rating Agency in one of its two highest rating categories, and
      whose short-term debt is rated by each Rating Agency in its highest rating
      category;

    


    (ii) provide
      that the Master Servicer on behalf of the Trustee may exercise all of the rights
      under such contract or surety bond without the necessity of taking any action
      by
      any other Person;

    


    (iii) provide
      that if at any time the then current credit standing of the obligor under such
      guaranteed investment contract is such that continued investment pursuant to
      such contract of funds would result in a downgrading of any rating of the
      Certificates, the Securities Administrator shall terminate such contract without
      penalty and be entitled to the return of all funds previously invested
      thereunder, together with Group I Accrued Interest thereon at the interest
      rate
      provided under such contract to the date of delivery of such funds to the
      Securities Administrator;

    


    (iv) provide
      that the Trustee’s interest therein shall be transferable to any successor
      trustee hereunder; and

    


    (v) provide
      that the funds reinvested thereunder and Group I Accrued Interest thereon be
      returnable to the Collection Account not later than the Business Day prior
      to
      any Distribution Date.

    


    Qualified
      Insurer:
      An
      insurance company duly qualified as such under the laws of the states in which
      the related Mortgaged Properties are located, duly authorized and licensed
      in
      such states to transact the applicable insurance business and to write the
      insurance provided and whose claims paying ability is rated by each Rating
      Agency in its highest rating category or whose selection as an insurer will
      not
      adversely affect the rating of the Certificates.

    



    
      
         

      

      
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    Qualifying
      Substitute Mortgage Loan:
      A
      mortgage loan (i) which has an Outstanding Principal Balance not greater nor
      materially less than the Mortgage Loan for which it is to be substituted; (ii)
      which has a Mortgage Rate and Net Mortgage Rate not less than, and not
      materially greater than, such Mortgage Loan; (iii) which has a maturity date
      not
      materially earlier or later than such Mortgage Loan and not later than the
      latest maturity date of any Mortgage Loan; (iv) which is of the same property
      type and occupancy type as such Mortgage Loan; (v) with respect to a Mortgage
      Loan, which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio
      of such Mortgage Loan; (vi) which is current in payment of principal and
      interest as of the date of substitution; (vii) as to which the payment terms
      do
      not vary in any material respect from the payment terms of the Mortgage Loan
      for
      which it is to be substituted and (viii) which has a Gross Margin and Maximum
      Mortgage Rate no less than those of such Mortgage Loan, has the same Index
      and
      interval between Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime
      Mortgage Rate no lower than that of such Mortgage Loan.

    


    Rating
      Agency:
      Each of
      Moody’s and S&P.

    


    Realized
      Loss:
      With
      respect to a Mortgage Loan, (1) a Bankruptcy Loss or (2) as to any Liquidated
      Mortgage Loan, the unpaid principal balance thereof plus accrued and unpaid
      interest thereon at the mortgage rate through the last day of the month of
      liquidation less the Net Liquidation Proceeds with respect to such Mortgage
      Loan
      and the related Mortgaged Property. In addition, to the extent the Servicer
      received with respect to any Mortgage Loan, the amount of the Realized Loss
      with
      respect to that Mortgage Loan will be reduced to the extent such Subsequent
      Recoveries are applied to reduce the Class Principal Amount, in the case of
      the
      Group I Certificates (other than the Class I-1X, Class I-2X and Class I-3X
      Certificates), or the Certificate Principal Amount, in the case of the Group
      II
      Certificates, as applicable.

    


    Record
      Date:
      For
      each class of Certificates other than the Group II Senior Certificates and
      the
      Group II Subordinate Certificates, and each Distribution Date, will be the
      close
      of business on the last Business Day of the calendar month preceding such
      Distribution Date. For each class of Group II Senior Certificates and the Group
      II Subordinate Certificates and each Distribution Date, will be the close of
      business on the Business Day immediately preceding such Distribution Date;
      provided, however, that if any such Certificates is no longer a Book-Entry
      Certificate, the “Record Date” for such class of Certificates shall be the close
      of business on the last Business Day of the calendar month preceding such
      Distribution Date.

    


    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarifications and interpretations 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.

    



    
      
         

      

      
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    Relevant
      Servicing Criteria:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit F attached
      hereto. 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 Custodian or the Servicer, the
      term
“Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
      Criteria applicable to such parties.

    


    Relevant
      UCC:
      The
      Uniform Commercial Code as in effect in the applicable
      jurisdiction.

    


    Relief
      Act:
      The
      Servicemembers Civil Relief Act, or similar state or local law.

    


    Relief
      Act Mortgage Loan:
      Any
      Mortgage Loan as to which the Scheduled Payment thereof has been reduced due
      to
      the application of the Relief Act.

    


    Relief
      Act Reduction:
      With
      respect to a Mortgage Loan, a reduction of the applicable Mortgage Rate by
      application of the Relief Act.

    


    REMIC:
      Each
      pool of assets in the Trust Estate designated as a REMIC pursuant to the
      Preliminary Statement.

    


    REMIC
      2:
      As
      described in the Preliminary Statement.

    


    REMIC
      3:
      As
      described in the Preliminary Statement.

    


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

    


    REO
      Property:
      A
      Mortgaged Property acquired by the Servicer through foreclosure or deed-in-lieu
      of foreclosure in connection with a defaulted Mortgage Loan or otherwise treated
      as having been acquired pursuant to the REMIC Provisions.

    


    Reportable
      Event:
      As
      defined in Section 8.04(c).

    


    Reporting
      Servicer:
      As
      defined in Section 8.04(b).

    


    Repurchase
      Proceeds:
      The
      purchase price proceeds in connection with any repurchase of a Mortgage Loan
      by
      the Seller and any cash deposit in connection with the substitution of a
      Mortgage Loan.

    


    Request
      for Release:
      A
      request for release in the form attached as Exhibit Seven to the Custodial
      Agreement.

    


    Residual
      Certificate:
      The
      Class R Certificate.

    



    
      
         

      

      
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    Residual
      Equity Interest of the Trust:
      The
      Class II-X Distributable Amount together with the amounts distributable to
      the
      Class R Certificate under Section 6.08.

    


    Responsible
      Officer:
      Any
      vice president, any assistant vice president, any assistant secretary, any
      associate, any assistant treasurer, or any other officer of the Trustee or
      the
      Securities Administrator, as applicable, customarily performing functions
      similar to those performed by any of the above-designated officers and, in
      each
      case, having direct responsibility for the administration of the Operative
      Agreements and also, with respect to a particular matter, any other officer
      to
      whom such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

    


    Restricted
      Certificates:
      Each of
      the Class M-2, Class B-1, Class X and Class R Certificates.

    


    Rule
      144A:
      Rule
      144A of the Securities Act.

    


    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or any
      successor in interest.

    


    Sarbanes-Oxley
      Act:
      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 covering the activities of all Servicing Function
      Participants and 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 Securities and Exchange 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 than the 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 Seller 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 and any Distribution Date (1) the unpaid principal
      balance of such mortgage loan as of the close of business on the related Due
      Date (giving effect to the principal payment to be made on such Due Date and
      irrespective of any delinquency in its payment), as specified in the
      amortization schedule at the time relating thereto (before any adjustment to
      such amortization schedule by reason of any bankruptcy or similar proceeding
      occurring after the Cut-off Date (other than a Deficient Valuation) or any
      moratorium or similar waiver or grace period) less (2) any Principal Prepayments
      and the principal portion of any Net Liquidation Proceeds received during or
      prior to the immediately preceding Prepayment Period; provided
      that the
      Scheduled Principal Balance of any Liquidated Mortgage Loan is
      zero.

    



    
      
         

      

      
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    Second
      Lien Mortgage Loans:
      Mortgage Loans secured by mortgages or deeds of trust or similar security
      instruments creating a second lien on the related Mortgaged
      Property.

    


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

    


    Securities
      Administrator:
      Wells
      Fargo Bank, N.A., not in its individual capacity but solely as securities
      administrator, or any successor in interest.

    


    Securities
      Intermediary:
      The
      Person acting as Securities Intermediary under this Agreement (which is the
      Securities Administrator), its successor in interest, and any successor
      Securities Intermediary appointed pursuant to Section 6.10.

    


    Security
      Entitlement:
      The
      meaning specified in Section 8-102(a)(17) of the New York UCC.

    


    Seller:
      HomeBanc Mortgage Corporation.

    


    Senior
      Certificates:
      The
Group
      I Senior Certificates and the Group II Senior Certificates.

    


    Servicer:
      HomeBanc Mortgage Corporation, or its successor in interest or assigns or any
      successor to the Servicer under this Agreement as herein provided.

    


    Servicer
      Errors and Omission Insurance Policy:
      Any
      errors and omission insurance policy required to be obtained by the Servicer
      satisfying the requirements of Section 4.02(l).

    


    Servicer
      Event of Default:
      Any one
      of the conditions or circumstances enumerated in Section 4.07 with respect
      to
      the Servicer.

    


    Servicer
      Fidelity Bond:
      Any
      fidelity bond to be maintained by the Servicer in accordance with Section
      4.02(l).

    


    Servicer
      Remittance Date:
      The
      18th day of any month, or if such 18th day is not a Business Day, the first
      Business Day immediately preceding such 18th day.

    


    Service(s)(ing):
      In
      accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust Estate 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 1108 of Regulation AB.
      Any
      uncapitalized occurrence of this term shall have the meaning commonly understood
      by participants in the residential mortgage-backed securitization
      market.

    


    Servicing
      Account:
       The
      custodial account maintained by the Servicer on behalf of the Trust for
      collection of principal and interest on the Mortgage Loans.

    



    
      
         

      

      
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    Servicing
      Advances:
      All
      reasonable and customary “out-of-pocket” costs and expenses, including costs and
      expenses of foreclosures (including reasonable attorneys' fees and
      disbursements) incurred in the performance by the Servicer of its servicing
      obligations, including, but not limited to, the cost of (1) the preservation,
      restoration, inspection and protection of the Mortgaged Properties, (2) any
      enforcement or judicial proceedings and (3) the management and liquidation
      of
      Mortgaged Properties acquired in satisfaction of the related
      mortgage.

    


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

    


    Servicing
      Fee:
      The
      monthly fee calculated at the Servicing Fee Rate on the Outstanding Principal
      Balance of each Mortgage Loan, including any Liquidated Mortgage
      Loan.

    


    Servicing
      Fee Rate:
      With
      respect to any Mortgage Loan, the corresponding servicing
      fee rate set forth on the schedule in Exhibit L. 

    


    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Servicer, which may
      be
      in electronic media so long as original documents are not required for purposes
      of realization of Liquidation Proceeds, Condemnation Proceeds or Insurance
      Proceeds, consisting of all documents in the Mortgage File which are not
      delivered to the Custodian, the originals of such mortgage loan documents which
      are held in trust for the Trustee by the Servicer.

    


    Servicing
      Function Participant:
      Any
      Subservicer or Subcontractor, other than the Servicer, the Master Servicer,
      the
      Trustee, the Custodian and the Securities Administrator, that is participating
      in the servicing function within the meaning of Regulation AB, unless such
      Person’s activities relate only to 5% or less of the Mortgage
      Loans.

    


    Servicing
      Officer:
      Any
      officer of the Servicer involved in or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name appears on a list of servicing
      officers furnished by the Servicer to the Master Servicer upon request, as
      such
      list may from time to time be amended.

    


    Six-Month
      LIBOR Index:
      The
      interbank offered rates for six-month United States dollar deposits in the
      London market, calculated as provided in the related mortgage note.

    


    Subcontractor:
      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 Subservicer of the Servicer),
      the Master Servicer, the Trustee or the Securities Administrator.

    


    Subordinate
      Certificates:
      The
      Group I Subordinate Certificates and the Group II Subordinate
      Certificates.

    


    Subservicer:
      Any
      Person that (i) services Mortgage Loans on behalf of the Servicer, the Master
      Servicer, the Securities Administrator, the Trustee or the Custodian and (ii)
      is
      responsible for the performance (whether directly or through subservicers or
      Subcontractors) of Servicing functions required to be performed under this
      Agreement, any related Servicing Agreement or any sub-servicing agreement that
      are identified in Item 1122(d) of Regulation AB.

    



    
      
         

      

      
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    Subsequent
      Recovery:
      Any
      amount recovered by a Servicer or the Master Servicer with respect to a
      Liquidated Mortgage Loan with respect to which a Realized Loss was incurred
      after the liquidation or disposition of such Mortgage Loan.

    


    Substitution
      Amount:
      The
      amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
      Loan exceeds the Scheduled Principal Balance of the related Qualifying
      Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
      applicable, plus
      unpaid
      interest thereon, any related unpaid Monthly Advances or Servicing Advances
      or
      unpaid Servicing Fees and the amount of any costs and damages incurred by the
      Trust associated with a violation of any applicable federal, state or local
      predatory or abusive lending law in connection with the origination of such
      Deleted Mortgage Loan.

    


    Tax
      Matters Person:
      The
“tax matters person” as specified in the REMIC Provisions.

    


    10-K
      Filing Deadline:
      As
      defined in Section 8.04(b).

    


    Title
      Insurance Policy:
      A title
      insurance policy maintained with respect to a Mortgage Loan.

    


    Trust:
      HomeBanc Mortgage Trust 2007-1, the Delaware statutory trust governed
      hereunder.

    


    Trust
      Account Property:
      The
      Trust Accounts, all amounts and investments held from time to time in the Trust
      Accounts (whether in the form of deposit accounts, physical property, book-entry
      securities, uncertificated securities, securities entitlements, investment
      property or otherwise) and all proceeds of the foregoing.

    


    Trust
      Accounts:
      The
      Collection Account and the Certificate Account.

    


    Trust
      Estate:
      The
      assets of the Trust, which assets consist of all accounts, accounts receivable,
      contract rights, general intangibles, chattel paper, instruments, documents,
      money, deposit accounts, certificates of deposit, goods, notes, drafts, letters
      of credit, advices of credit, investment property, uncertificated securities
      claims and rights to payment of any and every kind consisting of, arising from
      or relating to any of the following: (a) the Mortgage Loans listed in the
      Mortgage Loan Schedule, and interest and principal due and payable thereon
      after
      the Cut-off Date, but not including interest and principal due and payable
      on
      any Mortgage Loans on or before the Cut-off Date, together with the Mortgage
      Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property,
      Liquidation Proceeds and other recoveries (in each case, subject to clause
      (a)
      above), (c) the Trust Accounts, the Servicing Account, any Custodial Account,
      any Escrow Account and all amounts deposited therein pursuant to the applicable
      provisions of this Agreement, (d) any Insurance Policies, (e) the rights of
      the
      Depositor under the Mortgage Loan Purchase Agreement, and (f) all income,
      revenues, issues, products, revisions, substitutions, replacements, profits,
      rents and all cash and non-cash proceeds of the foregoing.

    



    
      
         

      

      
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    Trustee:
      U.S.
      Bank National Association, not in its individual capacity but solely as Trustee,
      or any successor in interest.

    


    Trustee
      Fee:
      The
      annual on-going fee payable by the Master Servicer on behalf of the Trust to
      the
      Trustee from income on funds held in the Collection Account as provided in
      Section 5.07 and pursuant to the terms of the separate fee letter agreement
      for
      HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates.

    


    UCC:
      The
      Uniform Commercial Code as enacted in the relevant jurisdiction.

    


    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 2007-5, 72 Fed. Reg. 13130 (2007), as amended
      (or any successor thereto), or any substantially similar administrative
      exemption granted by the U.S. Department of Labor.

    


    Underwriter:
      Bear,
      Stearns & Co. Inc.

    


    Upper
      Tier REMIC:
      REMIC
      3.

    


    U.S.
      Person:
      (i) A citizen or resident of the United States; (ii) a corporation (or
      entity treated as a corporation for tax purposes) created or organized in the
      United States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia; (iii) a partnership
      (or entity treated as a partnership for tax purposes) organized in the United
      States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia (unless provided otherwise
      by future Treasury regulations); (iv) an estate whose income is includible
      in gross income for United States income tax purposes regardless of its source;
      or (v) 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 U.S.
      Persons have authority to control substantial decisions of the trust.
      Notwithstanding the last clause of the preceding sentence, to the extent
      provided in Treasury regulations, certain trusts in existence on August 20,
      1996, and treated as U.S. Persons prior to such date, may elect to continue
      to
      be U.S. Persons.

    


    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement, 98% of all Voting Interests shall
      be
      allocated to the Senior Certificates and the Subordinate Certificates; provided,
      however, that no Voting Interests shall be allocated to any Certificate held
      by
      the Seller or an Affiliate of the Seller for any vote relating to (a) changing
      the permitted activities of the Trust, (b) amending the definition of “Eligible
      Investments” or (c) amending the definition of “Trust Estate.” Voting Interests
      shall be allocated among such Certificates based on the product of (i) 98%
      and
      (ii) the fraction, expressed as a percentage, the numerator of which is the
      aggregate Class Principal Amount of all Certificates then outstanding and the
      denominator of which is the Pool Balance then outstanding. The remainder of
      the
      Voting Interests not otherwise allocated below shall be allocated to the Class
      R
      Certificate. At all times during the term of this Agreement, 1% of all Voting
      Interests shall be allocated to each of the Class II-X and Class R Certificates,
      while they remain outstanding; provided, however, that no Voting Interests
      shall
      be allocated to the Class II-X or Class R Certificate if it is held by the
      Seller or an Affiliate of the Seller for any vote relating to (a) changing
      the
      permitted activities of the Trust, (b) amending the definition of “Eligible
      Investments” or (c) amending the definition of “Trust Estate.” Voting Interests
      shall be allocated among the other Classes of Certificates (and among the
      Certificates within each such Class) in proportion to their Class Principal
      Amounts (or Certificate Principal Amounts) or Percentage Interests.

    



    
      
         

      

      
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    Section
      1.02.Calculations
      With Respect to the Mortgage Loans.
      Calculations required to be made pursuant to this Agreement with respect to
      any
      Mortgage Loan in the Trust Estate shall be made based upon current information
      as to the terms of the Mortgage Loans and reports of payments received from
      the
      Mortgagor on such Mortgage Loans provided by the Servicer to the Master
      Servicer.

    


    Section
      1.03.Calculations
      With Respect to Group I Accrued Interest.
      Group I
      Accrued Interest, if any, on any Certificate shall be calculated based upon
      a
      360-day year consisting of twelve 30-day months.

    


    ARTICLE
      IA

    


    ORGANIZATION
      OF TRUST

    


    Section
      1A.01. Name
      of Trust.
      The
      name of the Trust formed under the Original Trust Agreement and the Certificate
      of Trust is “HomeBanc Mortgage Trust 2007-1,” in which name the Trustee may
      conduct the business and affairs of the Trust, make and execute contracts and
      agreements on behalf of the Trust and sue and be sued.

    


    Section
      1A.02. Office.
      The
      office of the Trust shall be in care of the Trustee. The office of the Trust
      shall be located at its Corporate Trust Office, or at such other address as
      the
      Trustee may designate by written notice to the Certificateholders, each Rating
      Agency and the other parties to this Agreement.

    


    Section
      1A.03. Declaration
      of Trust.
      Under
      the Original Trust Agreement and effective as of the date hereof, the Depositor
      appointed U.S. Bank National Association, as Trustee of the Trust, to have
      all
      the rights powers and duties set forth herein. Under the Original Trust
      Agreement and effective as of the date hereof, the Depositor appointed
      Wilmington Trust Company to act as Delaware Trustee. It is the intention of
      the
      parties hereto that the Trust constitute a statutory trust under Chapter 38
      of
      Title 12 of the Delaware Code, 12 Del.
      Code§ 3801
et
      seq.,
      as the
      same may be amended from time to time (the “Delaware Statutory Trust Statute” or
“DSTS”), and that this Agreement amends and restates in its entirety the
      Original Trust Agreement and constitutes the governing instrument of such
      statutory trust. Effective as of the date hereof, the Trustee shall have all
      rights, powers and duties set forth in the Delaware Statutory Trust Statute
      with
      respect to accomplishing the purposes of the Trust (except those duties
      expressly required to be performed by the Delaware Trustee hereunder). It is
      hereby confirmed that the Trustee and the Delaware Trustee were authorized
      to
      execute the Original Trust Agreement and to file a Certificate of Trust in
      substantially the form of Exhibit M with the Secretary of State of the State
      of
      Delaware, on behalf of the Trust.

    



    
      
         

      

      
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    Section
      1A.04. Purpose
      and Powers.
      The
      purposes of the Trust are (i) to issue the Certificates and to sell the
      Certificates to or at the direction of the Depositor; (ii) with the proceeds
      of
      the sale of the Certificates, to purchase the Mortgage Loans and all related
      assets and to pay any organizational start-up and transactional expenses of
      the
      Trust; (iii) to enter into this Agreement and to perform its obligations
      hereunder; (iv) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith; and (v) subject
      to
      compliance with this Agreement, to engage in such other activities as may be
      required in connection with the conservation of the assets of the Trust and
      the
      making of distributions to the Certificateholders. The Trust is hereby
      authorized to engage in the foregoing activities. The Trust shall not engage
      in
      any activity other than in connection with the foregoing or other than as
      required or authorized by the terms of this Agreement.

    


    Section
      1A.05. Liability
      of the Certificateholders.
      The
      Certificateholders shall be entitled to the same limitation of personal
      liability extended to stockholders of private corporations for profit organized
      under the General Corporation Law of the State of Delaware. 

    


    Section
      1A.06. Title
      To Trust Property.
      Legal
      title to the assets of the Trust shall be vested at all times in the Trust
      as a
      separate legal entity except where applicable law in any jurisdiction requires
      title to any part of the Trust to be vested in a trustee or trustees, in which
      case title shall be deemed to be vested in the Trustee, a co-trustee and/or
      a
      separate trustee, as the case may be, and in each case on behalf of the Trust.
      The Certificateholders shall not have legal title to any part of the assets
      of
      the Trust. No transfer by operation of law or otherwise of any interest of
      the
      Certificateholders shall operate to terminate this Agreement or the trusts
      hereunder or entitle any transferee to an accounting or to the transfer to
      it of
      any part of the assets of the Trust. The Trustee, in such capacity and in its
      capacity as Custodian, is hereby authorized to hold all assets of the Trust
      on
      behalf of the Trust, for the benefit of the Certificateholders. The Holders
      of
      the Class II-X and Class R Certificates shall hold the Residual Equity Interest
      of the Trust.

    


    Section
      1A.07. Situs
      of Trust.
      The
      Trust will be located in the State of Delaware and administered in the States
      of
      Delaware, Massachusetts, Maryland and Minnesota. Nothing herein shall restrict
      or prohibit the Trustee from having employees within or without the State of
      Delaware. The Trust may also be qualified to do business in the State of New
      York. 

    


    Section
      1A.08. The
      Delaware Trustee.
      (a)  The Delaware Trustee is appointed to serve as the trustee of the
      Trust in the State of Delaware for the sole purpose of satisfying the
      requirement of Section 3807(a) of the DSTS that the Trust have at least one
      trustee with a principal place of business in the State of Delaware. It is
      understood and agreed by the parties hereto that the Delaware Trustee shall
      have
      none of the duties, obligations or liabilities of the Trustee.

    


    (b) The
      duties of the Delaware Trustee shall be limited to (i) accepting legal process
      served on the Trust in the State of Delaware and (ii) the execution of any
      certificates required to be filed with the Secretary of State of the State
      of
      Delaware which the Delaware Trustee is required to execute under Section 3811
      of
      the DSTS. To the extent that, at law or in equity, the Delaware Trustee has
      duties (including fiduciary duties) and liabilities relating thereto to the
      Trust or the Certificateholders, it is hereby understood and agreed by the
      other
      parties hereto that such duties and liabilities are replaced by the duties
      and
      liabilities of the Delaware Trustee expressly set forth in this Agreement.
      The
      Delaware Trustee shall have no liability for the acts or omissions of the
      Trustee. Except as provided above, the Delaware Trustee shall not be deemed
      a
      trustee and shall have no management responsibilities or owe any fiduciary
      duties to the Trust or the Certificateholders.

    



    
      
         

      

      
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    (c) The
      Delaware Trustee may be removed by the Trustee upon 30 days prior written notice
      to the Delaware Trustee. The Delaware Trustee may resign upon 30 days prior
      written notice to the Trustee. No resignation or removal of the Delaware Trustee
      shall be effective except upon the appointment of a successor Delaware Trustee.
      If no successor has been appointed within such 30 day period, the Delaware
      Trustee or the Trustee may, at the expense of the Trust, petition a court to
      appoint a successor Delaware Trustee.

    


    (d) Any
      Person into which the Delaware Trustee may be merged or with which it may be
      consolidated, or any Person resulting from any merger or consolidation to which
      the Delaware Trustee shall be a party, or any Person which succeeds to all
      or
      substantially all of the corporate trust business of the Delaware Trustee,
      shall
      be the successor Delaware Trustee under this Agreement without the execution,
      delivery or filing of any paper or instrument or further act to be done on
      the
      part of the parties hereto, except as may be required by applicable
      law.

    


    (e) The
      Delaware Trustee shall be entitled to all of the same rights, protections
      indemnities and immunities under this Agreement and with respect to the Trust
      as
      the Trustee. No amendment or waiver of any provision of this Agreement which
      adversely affects the Delaware Trustee shall be effective against it without
      its
      prior written consent. 

    


    The
      Delaware Trustee shall not be liable for the acts or omissions of the Trustee,
      nor shall the Delaware Trustee be liable for supervising or monitoring the
      performance and the duties and obligations of the Trustee or the Trust under
      this Agreement or any related document. The Delaware Trustee shall not be
      personally liable under any circumstances, except for its own willful
      misconduct, bad faith or gross negligence. In particular, but not by way of
      limitation:

    


    (i) the
      Delaware Trustee shall not be personally liable for any error of judgment made
      in good faith; 

    


    (ii) 
      no
      provision of this Agreement shall require the Delaware Trustee to expend or
      risk
      its personal funds or otherwise incur any financial liability in the performance
      of its rights or powers hereunder, if the Delaware Trustee shall have reasonable
      grounds for believing that the payment of such funds or adequate indemnity
      against such risk or liability is not reasonably assured or provided to
      it;

    


    (iii) 
      under no
      circumstances shall the Delaware Trustee be personally liable for any
      representation, warranty, covenant, agreement, or indebtedness of the
      Trust;

    



    
      
         

      

      
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    (iv) 
      the
      Delaware Trustee shall not be personally responsible for or in respect of the
      validity or sufficiency of this Agreement or for the due execution hereof by
      any
      other party hereto;

    


    (v) 
      the
      Delaware Trustee shall incur no liability to anyone in acting upon any
      signature, instrument, notice, resolution, request, consent, order, certificate,
      report, opinion, bond or other document or paper reasonably believed by it
      to be
      genuine and reasonably believed by it to be signed by the proper party or
      parties. The Delaware Trustee may accept a certified copy of a resolution of
      the
      board of directors or other governing body of any corporate party as conclusive
      evidence that such resolution has been duly adopted by such body and that the
      same is in full force and effect. As to any fact or matter the manner of
      ascertainment of which is not specifically prescribed herein, the Delaware
      Trustee may for all purposes hereof rely on a certificate, signed by the
      Trustee, the Securities Administrator or the Master Servicer, as applicable,
      as
      to such fact or matter, and such certificate shall constitute full protection
      to
      the Delaware Trustee for any action taken or omitted to be taken by it in good
      faith in reliance thereon;

    


    (vi) 
      in the
      exercise or administration of the Trust hereunder, the Delaware Trustee (a)
      may
      act directly or through agents or attorneys pursuant to agreements entered
      into
      with any of them, and the Delaware Trustee shall not be liable for the default
      or misconduct of such agents or attorneys if such agents or attorneys shall
      have
      been selected by the Delaware Trustee in good faith and with due care and (b)
      may consult with counsel, accountants and other skilled persons to be selected
      by it in good faith and with due care and employed by it, and it shall not
      be
      liable for anything done, suffered or omitted in good faith by it in accordance
      with the advice or opinion of any such counsel, accountants or other skilled
      persons; and

    


    (vii) 
      except
      as expressly provided in this Section 1A.08, in accepting and performing the
      trusts hereby created the Delaware Trustee acts solely as trustee hereunder
      and
      not in its individual capacity, and all persons having any claim against the
      Delaware Trustee by reason of the transactions contemplated by this Agreement
      shall look only to the Trust for payment or satisfaction thereof. 

    


    (f) In
      the
      event of the appointment of a successor Delaware Trustee, such successor shall
      cause an amendment to the Certificate of Trust to be filed with the Secretary
      of
      State of the State of Delaware in accordance with Section 3810(b) of the DSTS,
      indicating the change of such Delaware Trustee’s identity. In addition, until
      the termination of the Trust and this Agreement, the Delaware Trustee shall
      at
      all times fulfill the requirements of the DSTS.

    


    (g) Upon
      written notification from the Securities Administrator that the Trust has been
      terminated in accordance with Article X, the Delaware Trustee shall cause the
      Certificate of Trust to be cancelled by filing a certificate of cancellation
      with the Secretary of State of the State of Delaware in accordance with Section
      3810(d) of the DSTS.

    


    Section
      1A.09 Separateness
      Provisions.
      The
      Trust shall not commingle its assets with those of any other entity. The Trust
      shall maintain its financial and accounting books and records separate from
      those of any other entity. Except as expressly set forth herein, the Trust
      shall
      pay its indebtedness, operating expenses and liabilities from its own funds,
      and
      the Trust shall neither incur any indebtedness nor pay the indebtedness,
      operating expenses and liabilities of any other entity. The Trust shall not
      engage in any dissolution, liquidation, consolidation, merger or sale of assets
      except as specifically provided for herein. The Trust shall maintain appropriate
      minutes or other records of all appropriate actions and shall maintain its
      office separate from the offices of the Depositor or any of its Affiliates.
      The
      Trust shall not engage in any business activity other than as contemplated
      by
      this Agreement and related documentation. The Trust shall not form, or cause
      to
      be formed, any subsidiaries and shall not own or acquire any asset other than
      as
      contemplated by this Agreement and related documentation. Other than as
      contemplated by this Agreement and related documentation, the Trust shall not
      follow the directions or instructions of the Depositor. The Trust shall hold
      itself out as a separate entity from the Depositor, the Certificateholders
      and
      any of their Affiliates, conduct its own business in its own name and use
      stationery, invoices, checks or other business forms under its own name and
      not
      that of any Certificateholder, Affiliate, or other person. The Trust shall
      observe all formalities required under the Delaware Statutory Trust Statute.
      The
      Trust shall not hold out its credit as being available to satisfy the
      obligations of any other person or entity. The Trust shall not acquire the
      obligations or securities of its Affiliates or the Seller. Other than as
      contemplated by this Agreement and related documentation, the Trust shall not
      pledge its assets for the benefit of any other person or entity. The Trust
      shall
      correct any known misunderstanding regarding its separate identity. The Trust
      shall not identify itself as a division of any other person or entity. The
      Trust
      shall maintain adequate capital in light of its contemplated business
      operations. The Trust shall conduct business with its affiliates on an
      arm’s-length basis.

    



    
      
         

      

      
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    For
      accounting purposes, the Trust shall be treated as an entity separate and
      distinct from any Certificateholder. The pricing and other material terms of
      all
      transactions and agreements to which the Trust is a party shall be intrinsically
      fair to all parties thereto. This Agreement is and shall be the only agreement
      among the parties hereto with respect to the creation, operation and termination
      of the Trust.

    


    Section
      1A.10 Assets
      of the Trust.
      The
      assets of the Trust shall be limited to the assets described in the definition
      of “Trust Estate.”

    


    ARTICLE
      II

    CONVEYANCE
      OF MORTGAGE LOANS

    


    Section
      2.01. Creation
      and Declaration of Trust; Conveyance of Mortgage Loans.

    


    (a) Mortgage
      Loans.
      As of
      the Closing Date, the Depositor concurrently with
      the
      execution and delivery of this Agreement, does hereby transfer, assign, set
      over, deposit with and otherwise convey to the Trust, without recourse, subject
      to Section 3.01, in trust, all the right, title and interest of the Depositor
      in
      and to all accounts, accounts receivable, contract rights, general intangibles,
      chattel paper, instruments, documents, money, deposit accounts, certificates
      of
      deposit, goods, notes, drafts, letters of credit, advices of credit, investment
      property, uncertificated securities claims and rights to payment of any and
      every kind consisting of, arising from or relating to any of the following:
      (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and all
      interest and principal due and payable thereon after the Cut-off Date, but
      not
      including interest and principal due and payable on any Mortgage Loans on or
      before the Cut-off Date, together with the Mortgage Files relating to such
      Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds
      and other recoveries (in each case, subject to clause (a) above), (c) all Escrow
      Payments, (d) any Insurance Policies, (e) the rights of the Depositor under
      the
      Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any
      collateral pledged to secure the Mortgage Loans, including the Mortgaged
      Properties, and (g) all income, revenues, issues, products, revisions,
      substitutions, replacements, profits, rents and all cash and non-cash proceeds
      of the foregoing to have and to hold, in trust; and the Trustee declares that,
      subject to the review provided for in Section 2.02, it has received and shall
      hold the Trust Estate, as Trustee, in trust, for the benefit and use of the
      Certificateholders and for the purposes and subject to the terms and conditions
      set forth in this Agreement, and, concurrently with such receipt, the Trust
      has
      issued and delivered the Certificates to or upon the order of the Depositor,
      in
      exchange for the Mortgage Loans and the other property of the Trust
      Estate.

    



    
      
         

      

      
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    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement but without delegation of any of its obligations thereunder.
      The Trustee hereby accepts such assignment, and shall be entitled to exercise
      all the rights of the Depositor under the Mortgage Loan Purchase Agreement
      as
      if, for such purpose, it were the Depositor. Upon the issuance of the
      Certificates, ownership in the Trust Estate shall be vested in the Trustee
      for
      the benefit of the Certificateholders. The foregoing sale, transfer, assignment,
      set-over, deposit and conveyance does not and is not intended to result in
      creation or assumption by the Trustee of any obligation of the Depositor, the
      Seller, or any other Person in connection with the Mortgage Loans or any other
      agreement or instrument relating thereto except as specifically set forth
      herein.

    


    It
      is
      agreed and understood by the Seller, the Depositor and the Trustee (and the
      Depositor so represents and recognizes) that it is not intended that any
      Mortgage Loan to be included in the Trust Estate be (i) a "High-Cost Home Loan"
      as defined in the New Jersey Home Ownership Act effective November 27, 2003,
      (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection
      Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined
      in the Massachusetts Predatory Home Loan Practices Act effective November 7,
      2004 or (iv) a "High Cost Home Loan" as defined in the Indiana Home Loan
      Practices Act effective January 1, 2005.

    


    (b) In
      connection with such transfer and assignment of the Mortgage Loans, the
      Depositor does hereby deliver to, and deposit with, or cause to be delivered
      to
      and deposited with, the Trustee, and/or the Custodian acting on the Trustee’s
      behalf, the following documents or instruments (collectively, the “Mortgage Loan
      Documents”) with respect to each Mortgage Loan so transferred and assigned (as
      to each, a “Mortgage File”):

    


    (i) the
      original Mortgage Note, endorsed either (A) in blank or (B) to the order of
      the
      Trustee in the form of the Form of Endorsement set forth in Exhibit Two to
      the
      Custodial Agreement, or with respect to any lost Mortgage Note, an original
      lost
      note affidavit, in the form set forth in Exhibit Three to the Custodial
      Agreement, stating that the original Mortgage Note was lost, misplaced or
      destroyed, together with a copy of the related Mortgage Note;

    



    
      
         

      

      
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    (ii) except
      as
      provided below, the original Mortgage with evidence of recording thereon (if
      the
      related Mortgage Loan is a MERS Mortgage Loan, the Mortgage shall note the
      MIN
      and contain language that such Mortgage Loan is a MERS Mortgage Loan). If in
      connection with any Mortgage Loan, the Servicer cannot deliver or cause to
      be
      delivered the original Mortgage with evidence of recording thereon on or prior
      to the Closing Date because of a delay caused by the public recording office
      where such Mortgage has been delivered for recordation or because such Mortgage
      has been lost or because such public recording office retains the original
      recorded Mortgage, the Servicer shall deliver or cause to be delivered to the
      Custodian a photocopy of such Mortgage together with (i) in the case of a delay
      caused by the public recording office, an Officer’s Certificate of the Servicer
      stating that such Mortgage has been delivered to the appropriate public
      recording office for recordation and that the original recorded Mortgage or
      a
      copy of such Mortgage certified by such public recording office to be a true
      and
      complete copy of the original recorded Mortgage will be promptly delivered
      to
      the Custodian upon receipt thereof by the Servicer; or (ii) in the case of
      a
      Mortgage where a public recording office retains the original recorded Mortgage
      or in the case where a Mortgage is lost after recordation in a public recording
      office, a copy of such Mortgage with the recording information thereon certified
      by such public recording office to be a true and complete copy of the original
      recorded Mortgage;

    


    (iii) with
      respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage
      (which may be in the form of a blanket assignment if permitted in the
      jurisdiction where the Mortgaged Property is located) with evidence of recording
      thereon unless an Opinion of Counsel described in clause (c) below is delivered
      to the Trustee and the Rating Agencies, in which case, the Assignment of
      Mortgage shall be in form and substance acceptable for recording. The Mortgage
      shall be assigned either (A) in blank, without recourse, or (B) to “U.S. Bank
      National Association, as Trustee of the HomeBanc Mortgage Trust 2007-1 Mortgage
      Pass-Through Certificates,” without recourse;

    


    (iv) an
      original copy of any intervening assignment of Mortgage showing a complete
      chain
      of assignments or, in the case of an intervening assignment that has not been
      received by the Servicer from the public recording office, an Officer’s
      Certificate of the Servicer stating that such intervening assignment has been
      delivered to the appropriate public recording office for recordation and that
      the original recorded intervening assignment or a copy of such intervening
      assignment certified by such public recording office to be a true and complete
      copy of the original recorded intervening assignment will be promptly delivered
      to the Custodian upon receipt thereof by the Servicer, or in the case of an
      intervening assignment where a public recording office retains the original
      recorded intervening assignment, a copy of such intervening assignment with
      the
      recording information thereon certified by such public recording office to
      be a
      true and complete copy of the original recorded intervening assignment; or
      in
      the case of an intervening assignment that has been lost, a written Opinion
      of
      Counsel for the Seller that such original intervening assignment is not required
      to enforce the Trustee’s interest in the Mortgage Loans;

    



    
      
         

      

      
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    (v) the
      original or a certified copy of lender’s Title Insurance Policy (or, in lieu
      thereof, a commitment to issue such Title Insurance Policy, with an original
      or
      a certified copy of such Title Insurance Policy to follow as soon after the
      Closing Date as reasonably practicable) or attorney’s opinion of title and
      abstract of title; 

    


    (vi) the
      original or copy of the policy or certificate of primary mortgage guaranty
      insurance, to the extent available, if any;

    


    (vii) the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any, or as to any such agreement which cannot be
      delivered prior to the Closing Date because of a delay caused by the public
      recording office where such assumption, modification or substitution agreement
      has been delivered for recordation, a photocopy of such assumption, modification
      or substitution agreement, pending delivery of the original thereof, together
      with an Officer’s Certificate of the Depositor certifying that the copy of such
      assumption, modification or substitution agreement delivered to the Custodian
      is
      a true copy and that the original of such agreement has been forwarded to the
      public recording office; and

    


    (viii) the
      original of any security agreement or equivalent instrument executed in
      connection with the Mortgage or as to any security agreement or equivalent
      instrument that cannot be delivered on or prior to the Closing Date because
      of a
      delay caused by the public recording office where such document has been
      delivered for recordation, a photocopy of such document, pending delivery of
      the
      original thereof, together with an Officer’s Certificate of the Depositor
      certifying that the copy of such security agreement, chattel mortgage or their
      equivalent delivered to the Custodian is a true copy and that the original
      of
      such document has been forwarded to the public recording office.

    


    The
      Depositor and the Seller acknowledge and agree that the form of endorsement
      attached to the Custodial Agreement as Exhibit Two to the Custodial Agreement
      is
      intended to effect the transfer to the Trustee, for the benefit of the
      Certificateholders, of the Mortgage Notes and the Mortgages.

    


    (c) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan shall be recorded;
      provided,
      however,
      that
      such Assignments of Mortgage need not be recorded if, on or prior to the Closing
      Date, the Seller delivers an Opinion of Counsel (which must be Independent
      counsel) acceptable to the Rating Agencies, to the effect that recording in
      such
      states is not required to protect the Trustee’s interest in the related Non-MERS
      Mortgage Loans.

    


    (d) In
      instances where a Title Insurance Policy is required to be delivered to the
      Trustee or the Custodian on behalf of the Trustee under clause (b)(vi) above
      and
      is not so delivered, the Seller will provide a copy of such Title Insurance
      Policy to the Trustee, or to the Custodian on behalf of the Trustee no later
      than ninety (90) days of the receipt by the Seller of the recorded documents
      from the applicable public recording office.

    



    
      
         

      

      
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    (e) For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Depositor, in lieu of delivering the above
      documents, herewith delivers to the Trustee, or to the Custodian on behalf
      of
      the Trustee, an Officer’s Certificate which shall include a statement to the
      effect that all amounts received in connection with such prepayment that are
      required to be deposited in the Collection Account pursuant to Section 5.06
      have
      been so deposited. All original documents that are not delivered to the Trustee
      or the Custodian on behalf of the Trustee shall be held by the Servicer in
      trust
      for the benefit of the Trustee and the Certificateholders.

    


    Section
      2.02.Acceptance
      of Trust Estate; Review of Documentation. 

    


    (a) Subject
      to the provisions of Section 2.01, the Trustee acknowledges receipt of the
      assets transferred by the Depositor of the assets included in the Trust Estate
      and has directed that the documents referred to in Section 2.01 and all other
      assets included in the definition of “Trust Estate” be delivered to the Trustee
      (or the Custodian) on its behalf.

    


    The
      Trustee, by execution and delivery hereof, acknowledges receipt by it or by
      the
      Custodian on its behalf of the Mortgage Files pertaining to the Mortgage Loans
      listed on the Mortgage Loan Schedule, subject to review thereof by the Trustee,
      or by the Custodian on behalf of the Trustee, under this Section 2.02. The
      Trustee, or the Custodian on behalf of the Trustee, will execute and deliver
      to
      the Depositor, the Master Servicer, the Servicer (and the Trustee if delivered
      by the Custodian) on the Closing Date an Initial Certification, subject
      to any exceptions listed on the exception report attached thereto, in
      the
      form annexed to the Custodial Agreement as Exhibit Four (the “Initial
      Certification”).

    


    (b) Within
      90
      days after the Closing Date, the Trustee or the Custodian on behalf of the
      Trustee, will, for the benefit of Certificateholders, review each Mortgage
      File
      to ascertain that all required documents set forth in Section 2.01 have been
      received and appear on their face to contain the requisite signatures by or
      on
      behalf of the respective parties thereto, and shall deliver to the Depositor,
      the Seller (and the Trustee if delivered by the Custodian) an Interim
      Certification subject to any exceptions listed on the exception report attached
      thereto in the form annexed to the Custodial Agreement as Exhibit Five to the
      effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
      (other than any Mortgage Loan prepaid in full or any specifically identified
      in
      such certification as not covered by such certification), (i) all of the
      applicable documents specified in Section 2.01(b) are in its possession and
      (ii)
      such documents have been reviewed by it and appear to relate to such Mortgage
      Loan (the “Interim Certification”). The Trustee, or the Custodian on behalf of
      the Trustee, shall determine whether such documents are executed and endorsed,
      but shall be under no duty or obligation to inspect, review or examine any
      such
      documents, instruments, certificates or other papers to determine that the
      same
      are valid, binding, legally effective, properly endorsed, genuine, enforceable
      or appropriate for the represented purpose or that they have actually been
      recorded or are in recordable form or that they are other than what they purport
      to be on their face. Neither the Trustee nor the Custodian shall have any
      responsibility for verifying the genuineness or the legal effectiveness of
      or
      authority for any signatures of or on behalf of any party or endorser or for
      the
      perfection or priority of any document.

    



    
      
         

      

      
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    (c) If
      in the
      course of the review described in paragraph (b) above the Trustee or the
      Custodian discovers any document or documents constituting a part of a Mortgage
      File that is missing, does not appear regular on its face (i.e.,
      is
      mutilated, damaged, defaced, torn or otherwise physically altered) or appears
      to
      be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule,
      as
      applicable (each, a “Material Defect”), the Trustee or the Custodian,
      discovering such Material Defect shall identify the Mortgage Loan to which
      such
      Material Defect relates in the Interim Certification delivered to the Depositor
      and the Master Servicer. Within 90 days of its receipt of such notice, the
      Seller shall cure such Material Defect (and, in such event, the Seller shall
      provide the Trustee and the Custodian with an Officer’s Certificate confirming
      that such cure has been effected). If the Seller does not so cure such Material
      Defect, and if a loss has been incurred with respect to such Mortgage Loan
      that
      would, if such Mortgage Loan were not purchased from the Trust, constitute
      a
      Realized Loss, and such loss is attributable to the failure of the Seller to
      cure such Material Defect, the Seller shall repurchase the related Mortgage
      Loan
      from the Trust Estate at the Purchase Price. A loss shall be deemed to be
      attributable to the failure of the Seller to cure a Material Defect if, as
      determined by the Seller acting in good faith, absent such Material Defect,
      such
      loss would not have been incurred. The Seller may, in lieu of repurchasing
      a
      Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage Loan
      a
      Qualifying Substitute Mortgage Loan in accordance with the provisions of Section
      3.03. The failure of the Trustee or the Custodian to deliver the Interim
      Certification within 90 days after the Closing Date shall not affect or relieve
      the Seller of its obligation to repurchase any Mortgage Loan pursuant to this
      Section 2.02 or any other Section of this Agreement requiring the repurchase
      of
      Mortgage Loans from the Trust.

    


    (d) Within
      180 days following the Closing Date, the Trustee, or the Custodian, shall
      deliver to the Depositor, the Master Servicer and the Servicer (and the Trustee
      if delivered by the Custodian) a Final Certification subject to any exceptions
      listed on the exception report attached thereto substantially in the form
      attached to the Custodial Agreement as Exhibit Six evidencing the completeness
      of the Mortgage Files in its possession or control, with any exceptions noted
      thereto (the “Final Certification”).

    


    (e) Nothing
      in this Agreement shall be construed to constitute an assumption by the Trust,
      the Trustee, the Custodian or the Certificateholders of any unsatisfied duty,
      claim or other liability on any Mortgage Loan or to any Mortgagor.

    


    (f) Notwithstanding
      anything to the contrary contained herein, each of the parties hereto
      acknowledges that the Custodian shall perform the applicable review of the
      Mortgage Loans and respective certifications thereof as provided in the
      Custodial Agreement.

    


    (g) Upon
      execution of this Agreement, the Depositor hereby delivers to the Trustee and
      the Trustee acknowledges a receipt of the Mortgage Loan Purchase
      Agreement.

    


    (h) For
      purposes of the determinations required to be made by the Trustee or the
      Custodian pursuant to paragraphs (a) through (d) of this Section 2.02, the
      Trustee or the Custodian, as applicable, shall be entitled to conclusively
      rely
      upon the diskette, tape or other electronic media provided by or on behalf
      of
      the Seller with respect to the Mortgage Loans.

    


    Section
      2.03. Grant
      Clause.

    



    
      
         

      

      
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    (a) It
      is
      intended that the conveyance by the Depositor to the Trustee of the Mortgage
      Loans, as provided for in Section 2.01 be construed as a sale by the Depositor
      to the Trustee of the Mortgage Loans and other assets in the Trust Estate for
      the benefit of the Certificateholders. Further, it is not intended that any
      such
      conveyance be deemed to be a pledge of the Mortgage Loans by the Depositor
      to
      the Trustee to secure a debt or other obligation of the Depositor. However,
      in
      the event that the Mortgage Loans are held to be property of the Depositor
      or if
      for any reason this Agreement is held or deemed to create a security interest
      in
      the Mortgage Loans and other assets in the Trust Estate, then it is intended
      that (a) this Agreement shall also be deemed to be a security agreement within
      the meaning of Articles 8 and 9 of the Delaware UCC (or the Relevant UCC if
      not
      the Delaware UCC); (b) the conveyances provided for in Section 2.01 shall be
      deemed to be (1) a grant by the Depositor to the Trustee of a security interest
      in all of the Depositor’s right (including the power to convey title thereto),
      title and interest, whether now owned or hereafter acquired, in and to (A)
      the
      Mortgage Loans, including the Mortgage Notes, the Mortgages, any related
      insurance policies and all other documents in the related Mortgage Files, (B)
      all amounts payable pursuant to the Mortgage Loans in accordance with the terms
      thereof and (C) any and all general intangibles consisting of, arising from
      or
      relating to any of the foregoing, and all proceeds of the conversion, voluntary
      or involuntary, of the foregoing into cash, instruments, securities or other
      property, including without limitation all Liquidation Proceeds, all Insurance
      Proceeds, all amounts from time to time held or invested in the Collection
      Account, whether in the form of cash, instruments, securities or other property
      and (2) an assignment by the Depositor to the Trustee of any security interest
      in any and all of the Depositor’s right (including the power to convey title
      thereto), title and interest, whether now owned or hereafter acquired, in and
      to
      the property described in the foregoing clauses (1)(A) through (C); (c) the
      possession by the Trustee or any other agent of the Trustee of Mortgage Notes,
      and such other items of property as constitute instruments, money, negotiable
      documents or chattel paper shall be deemed to be “possession by the secured
      party,” or possession by a purchaser or a person designated by such secured
      party, for purposes of perfecting the security interest pursuant to the Delaware
      UCC and any other Relevant UCC (including, without limitation, Section 9-313,
      8-313 or 8-321 thereof); and (d) 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.

    


    (b) The
      Depositor and, at the Depositor’s direction, the Trustee on behalf of the
      Certificateholders shall, to the extent consistent with this Agreement, take
      such reasonable actions as may be necessary to ensure that, if this Agreement
      were deemed to create a security interest in the Mortgage Loans and the other
      property of the Trust Estate, 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. Without limiting
      the
      generality of the foregoing, the Depositor shall prepare and file any UCC
      financing statements that are necessary to perfect the Trustee’s security
      interest in or lien on the Mortgage Loans, as evidenced by an Officer’s
      Certificate of the Depositor, and furnish a copy of each such filed financing
      statement to the Securities Administrator. The Trustee shall prepare and file,
      at the expense of the Trust, all filings necessary to maintain the effectiveness
      of any original filings necessary under the Relevant UCC to perfect the
      Trustee’s security interest in or lien on the Mortgage Loans, including without
      limitation (x) continuation statements, and (y) to the extent that a Responsible
      Officer of the Trustee has received written notice of such change or transfer,
      such other statements as may be occasioned by (1) any change of name of the
      Seller, the Depositor or the Trustee, (2) any change of location of the place
      of
      business or the chief executive office of the Seller or the Depositor or (3)
      any
      transfer of any interest of the Seller or the Depositor in any Mortgage
      Loan.

    



    
      
         

      

      
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    The
      Depositor shall not organize under the law of any jurisdiction other than the
      state under which each is organized as of the Closing Date (whether changing
      its
      jurisdiction of organization or organizing under an additional jurisdiction)
      without giving thirty (30) days prior written notice of such action to its
      immediate and mediate transferee, including the Trustee. Before effecting such
      change, the Depositor shall prepare and file in the appropriate filing office
      any financing statements or other statements necessary to continue the
      perfection of the interests of its immediate and mediate transferees, including
      the Trustee, in the Mortgage Loans. In connection with the transactions
      contemplated by this Agreement, the Depositor authorizes its immediate or
      mediate transferee to file in any filing office any initial financing
      statements, any amendments to financing statements, any continuation statements,
      or any other statements or filings described in this Section
      2.03(b).

    


    (c) The
      Depositor shall not take any action inconsistent with the sale by the Depositor
      of all of its right, title and interest in and to the Trust Estate and shall
      indicate or shall cause to be indicated in its records and records held on
      its
      behalf that ownership of each Mortgage Loan and the other property of the Trust
      Estate is held by the Trustee. In addition, the Depositor shall respond to
      any
      inquiries from third parties with respect to ownership of a Mortgage Loan or
      any
      other property of the Trust Estate by stating that it is not the owner of such
      Mortgage Loan and that ownership of such Mortgage Loan or other property of
      the
      Trust Estate is held by the Trustee on behalf of the
      Certificateholders.

    


    Section
      2.04. Covenant
      of Seller with Respect to Certificates.
      As of
      any date of determination, none of the Seller, its Affiliates or its agents
      may,
      in the aggregate, hold more than 90% of the aggregate Class Principal Amount
      or
      Percentage Interests in the Certificates. 

    


    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

    


    Section
      3.01.Representations
      and Warranties of the Depositor and the Seller.
      

    


    (a) The
      Depositor hereby represents and warrants to the Trustee for the benefit of
      Certificateholders, the Securities Administrator, the Master Servicer, the
      Seller and the Servicer as of the Closing Date or such other date as is
      specified, that:

    


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

    



    
      
         

      

      
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    (ii) Immediately
      prior to the transfer by the Depositor to the Trust of each Mortgage Loan,
      the
      Depositor had good and equitable title to each Mortgage Loan (insofar as such
      title was conveyed to it by the Seller) subject to no prior lien, claim,
      participation interest, mortgage, security interest, pledge, charge or other
      encumbrance or other interest of any nature; 

    


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

    


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

    


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

    


    (b) The
      Seller hereby represents and warrants to the Trustee for the benefit of
      Certificateholders, the Securities Administrator, the Master Servicer and the
      Depositor as of the Closing Date or such other date as is specified,
      that:

    


    (i) the
      Seller is a Georgia corporation, duly organized validly existing and in good
      standing under the laws of the State of Georgia, and has the corporate power
      to
      own its assets and to transact the business in which it is currently engaged.
      The Seller is duly qualified to do business as a foreign corporation and is
      in
      good standing in each jurisdiction in which the character of the business
      transacted by it or any properties owned or leased by it requires such
      qualification and in which the failure so to qualify would have a material
      adverse effect on the business, properties, assets, or condition (financial
      or
      other) of the Seller;

    


    (ii) the
      Seller has the corporate power and authority to make, execute, deliver and
      perform this Agreement and all of the transactions contemplated under the
      Agreement, and has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement. When executed and
      delivered, this Agreement will constitute the legal, valid and binding
      obligation of the Seller enforceable in accordance with its terms, except as
      enforcement of such terms may be limited by bankruptcy, insolvency or similar
      laws affecting the enforcement of creditors’ rights generally and by the
      availability of equitable remedies;

    


    (iii) the
      Seller is not required to obtain the consent of any other party or any consent,
      license, approval or authorization from, or registration or declaration with,
      any governmental authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Agreement, except
      for
      such consent, license, approval or authorization, or registration or
      declaration, as shall have been obtained or filed, as the case may be, prior
      to
      the Closing Date;

    


    (iv) the
      execution, delivery and performance of this Agreement by the Seller will not
      violate any provision of any existing law or regulation or any order or decree
      of any court applicable to the Seller or any provision of the articles of
      incorporation or bylaws of the Seller, or constitute a material breach of any
      mortgage, indenture, contract or other agreement to which the Seller is a party
      or by which the Seller may be bound; and

    



    
      
         

      

      
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    (v) no
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is currently pending, or to the knowledge of the Seller
      threatened, against the Seller or any of its properties or with respect to
      this
      Agreement which in the opinion of the Seller has a reasonable likelihood of
      resulting in a material adverse effect on the transactions contemplated by
      this
      Agreement.

    


    (c) The
      Seller hereby makes for the benefit of the Trustee for the benefit of
      Certificateholders, the Securities Administrator, the Master Servicer and the
      Depositor as of the Closing Date or such other date as is specified, with
      respect to the Mortgage Loans, the representations and warranties set forth
      in
      Exhibit A of the Mortgage Loan Purchase Agreement.

    


    (d) To
      the
      extent that any fact, condition or event with respect to a Mortgage Loan
      constitutes a breach of a representation or warranty of the Seller under
      subsection (c) above or the Mortgage Loan Purchase Agreement, the only right
      or
      remedy of the Trustee or any Certificateholder hereunder shall be their rights
      to enforce the obligations of the Seller under any applicable representation
      or
      warranty made by it. The Trustee on behalf of the Trust acknowledges that the
      Depositor shall have no obligation or liability with respect to any breach
      of
      any representation or warranty with respect to the Mortgage Loans (except as
      set
      forth in Section 3.01(a)(ii)) under any circumstances. 

    


    Section
      3.02.Discovery
      of Breach.
      It is
      understood and agreed that the representations and warranties (i) of the
      Depositor set forth in Section 3.01(a), (ii) of the Seller set forth in Section
      3.01(b) and (c), and (iii) of the Servicer pursuant to Section 4.05 of this
      Agreement, shall each survive delivery of the Mortgage Files and the Assignment
      of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout
      the term of this Agreement. With
      respect to the representations and warranties which are made to the best of
      the
      Seller’s knowledge, if it is discovered by the Depositor, the Seller, the
      Securities Administrator, the Trustee,
      the Master Servicer, the Underwriter or the Servicer that the substance of
      such
      representation and warranty is inaccurate and such inaccuracy materially and
      adversely affects the value of the Mortgage Loans or the interests of the
      Certificateholders or the Trustee
      therein, notwithstanding such Seller’s lack of knowledge with respect to the
      substance of such representation or warranty, remedies for breach will apply
      to
      such inaccuracy. Any
      breach of the representation and warranty set forth in clauses (cc), (ee) and
      (ff) of Exhibit A of the Mortgage Loan Purchase Agreement shall be deemed to
      materially and adversely affect the interest of the Trust in that Mortgage
      Loan,
      notwithstanding the Seller’s lack of knowledge with respect to the substance of
      such representation and warranty. Upon discovery by any of the Depositor, the
      Master Servicer, the Securities Administrator or the Trustee of a breach of
      any
      of such representations and warranties made by the Seller that adversely and
      materially affects the value of the related Mortgage Loan or
      the interests of the Certificateholders or the Trustee
      therein,
      the
      party discovering such breach shall give prompt written notice to the other
      parties. Within 90 days of the discovery by the Seller of a breach of any
      representation or warranty given to the Trustee by the Seller or the Seller’s
      receipt of written notice of such a breach, the Seller shall either (a) cure
      such breach in all material respects, (b) repurchase such Mortgage Loan or
      any
      property acquired in respect thereof from the Trustee at the Purchase Price
      or
      (c) substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage
      Loan.

    



    
      
         

      

      
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    Section
      3.03.Repurchase,
      Purchase or Substitution of Mortgage Loans. 

    


    (a) With
      respect to any Mortgage Loan repurchased by the Seller pursuant to Section
      3.02
      of this Agreement, the principal portion of the funds in respect of such
      repurchase of a Mortgage Loan will be considered a Principal Prepayment and
      the
      Purchase Price shall be deposited in the Collection Account. Upon receipt by
      the
      Securities Administrator of the full amount of the Purchase Price for a Deleted
      Mortgage Loan and the receipt by the Trustee of notification thereof, or upon
      receipt of notification from the Custodian that it had received the Mortgage
      File for a Qualifying Substitute Mortgage Loan substituted for a Deleted
      Mortgage Loan (and any applicable Substitution Amount), the Trustee shall
      release or cause to be released and reassign to the Depositor or the Seller,
      as
      applicable, the related Mortgage File for the Deleted Mortgage Loan and shall
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, representation or warranty, as shall be necessary to vest
      in
      such party or its designee or assignee title to any Deleted Mortgage Loan
      released pursuant hereto, free and clear of all security interests, liens and
      other encumbrances created by this Agreement, which instruments shall be
      prepared by the Servicer and the Trustee shall have no further responsibility
      with respect to the Mortgage File relating to such Deleted Mortgage Loan. The
      Seller indemnifies and holds the Trust Estate, the Master Servicer, the
      Securities Administrator, the Trustee, the Delaware Trustee, the Depositor
      and
      each Certificateholder harmless against any and all taxes, claims, losses,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and any other costs, fees and expenses that the Trust Estate, the
      Trustee, the Master Servicer, the Securities Administrator, the Delaware
      Trustee, the Depositor and any Certificateholder may sustain in connection
      with
      any actions of such Seller relating to a repurchase of a Mortgage Loan other
      than in compliance with the terms of this Section 3.03 and the Mortgage Loan
      Purchase Agreement, to the extent that any such action causes an Adverse REMIC
      Event.

    


    (b) With
      respect to each Qualifying Substitute Mortgage Loan to be delivered to the
      Trustee (or the Custodian) in exchange for a Deleted Mortgage Loan: (i) the
      Depositor or the Seller, as applicable, must deliver to the Trustee (or a
      Custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan
      containing the documents set forth in Section 2.01(b) along with a written
      certification certifying as to the delivery of such Mortgage File and containing
      the granting language set forth in Section 2.01(a); and (ii) the Seller and
      the
      Depositor will be deemed to have made, with respect to such Qualifying
      Substitute Mortgage Loan, each of the representations and warranties made by
      it
      with respect to the related Deleted Mortgage Loan. As soon as practicable after
      the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee,
      at the expense of the Depositor and at the direction and with the cooperation
      of
      the Servicer shall (i) with respect to a Qualifying Substitute Mortgage
      Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to
      be
      recorded by the Servicer if required pursuant to Section 2.01(c), or (ii) with
      respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan,
      cause to be taken such actions as are necessary to cause the Trustee (on behalf
      of the Trust) to be clearly identified as the owner of each such Mortgage Loan
      on the records of MERS if required pursuant to Section 2.01(c). The Trustee
      or
      its designee shall amend the Mortgage Loan Schedule to reflect the withdrawal
      of
      any Mortgage Loan from the terms of this Agreement and the Mortgage Loan
      Purchase Agreement and the addition, if any, of a Qualified Substitute Mortgage
      Loan.

    



    
      
         

      

      
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    (c) Notwithstanding
      any other provision of this Agreement, the right to substitute Mortgage Loans
      pursuant to this Article III shall be subject to the additional limitations
      that
      no substitution of a Qualifying Substitute Mortgage Loan for a Deleted Mortgage
      Loan shall be made unless the Trustee has received an Opinion of Counsel
      addressed to the Trustee (at the expense of the party seeking to make the
      substitution) that, under current law, such substitution will not cause an
      Adverse REMIC Event.

    


    ARTICLE
      IV

     

    ADMINISTRATION
      AND SERVICING OF THE

    MORTGAGE
      LOANS BY THE SERVICER

    


    Section
      4.01. Servicer
      to Perform Servicing Responsibilities.

    


    (a) Contract
      for Servicing; Possession of Servicing Files.
      The
      Trustee does hereby contract with the Servicer for the servicing of the Mortgage
      Loans for the benefit of the Trust and the Trustee. The Servicer shall maintain
      a Servicing File with respect to each Mortgage Loan in order to service such
      Mortgage Loans pursuant to this Agreement and each Servicing File delivered
      to
      the Servicer shall be held in trust by the Servicer for the benefit of the
      Trust
      and the Trustee. The Servicer’s possession of any portion of the Mortgage Loan
      documents shall be at the will of the Trustee for the sole purpose of
      facilitating servicing of the related Mortgage Loan pursuant to this Agreement,
      and such retention and possession by the Servicer shall be in a custodial
      capacity only. The ownership of each Mortgage Note, Mortgage, and the contents
      of the Servicing File shall be vested in the Trustee and the ownership of all
      records and documents with respect to the related Mortgage Loan prepared by
      or
      which come into the possession of the Servicer shall immediately vest in the
      Trustee and shall be retained and maintained, in trust, by the Servicer at
      the
      will of the Trustee in such custodial capacity only. The Servicing File retained
      by the Servicer pursuant to this Agreement shall be identified in accordance
      with the Servicer’s file tracking system to reflect the ownership of the related
      Mortgage Loan by the Trustee. The Servicer shall release from its custody the
      contents of any Servicing File retained by it only in accordance with this
      Agreement.

    


    (b) Books
      and Records.
      All
      rights arising out of the Mortgage Loans shall be vested in the Trustee, subject
      to the Servicer’s rights to service and administer the Mortgage Loans hereunder
      in accordance with the terms of this Agreement. All funds received on or in
      connection with a Mortgage Loan, other than the Servicing Fee and other
      compensation and reimbursement to which the Servicer and the Master Servicer
      are
      entitled as set forth herein, including but not limited to Section 4.04(c),
      shall be received and held by them in trust for the benefit of the Trustee
      pursuant to the terms of this Agreement.

    



    
      
         

      

      
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    The
      Servicer shall forward to the Custodian original documents evidencing an
      assumption, modification, consolidation or extension of any Mortgage Loan
      entered into in accordance with Section 4.02(a) within one week of their
      execution; provided,
      however,
      that
      the Servicer shall provide the Custodian with a Servicer certified true copy
      of
      any such document submitted for recordation within one week of its execution,
      and shall provide the original of any document submitted for recordation or
      a
      copy of such document certified by the appropriate public recording office
      to be
      a true and complete copy of the original within 180 days of its submission
      for
      recordation.

    


    Section
      4.02. Servicing
      of the Mortgage Loans. 

    


    (a) Servicer
      to Service.
      The
      Servicer, acting directly or through one or more Subservicers as provided in
      Section 4.09, shall service and administer the Mortgage Loans from and after
      the
      Closing Date and, except where prior consent of the Master Servicer is required
      under this Agreement, in accordance with this Agreement and with Accepted
      Servicing Practices, and shall have full power and authority, acting alone,
      to
      do or cause to be done any and all things in connection with such servicing
      and
      administration which the Servicer may deem necessary or desirable and consistent
      with the terms of this Agreement and with Accepted Servicing Practices and
      exercise the same care that it customarily employs for its own account. Except
      as set forth in this Agreement, the Servicer shall service the Mortgage Loans
      in
      strict compliance with the servicing provisions of the Fannie Mae Guides
      (special servicing option), which include, but are not limited to, provisions
      regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan
      payments, the payment of taxes, insurance and other charges, the maintenance
      of
      hazard insurance with a Qualified Insurer, the maintenance of mortgage
      impairment insurance, the maintenance of fidelity bond and errors and omissions
      insurance, inspections, the restoration of Mortgaged Property, the maintenance
      of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance
      Policies, insurance claims, the title, management and disposition of REO
      Property, permitted withdrawals with respect to REO Property, liquidation
      reports, and reports of foreclosures and abandonments of Mortgaged Property,
      the
      transfer of Mortgaged Property, the release of Mortgage Files, annual
      statements, and examination of records and facilities. In the event of any
      conflict, inconsistency or discrepancy between any of the servicing provisions
      of this Agreement and any of the servicing provisions of the Fannie Mae Guides,
      the provisions of this Agreement shall control and be binding upon the Servicer
      and the other parties hereto.

    


    Consistent
      with the terms of this Agreement, the Servicer may not waive, modify or vary
      any
      term of any Mortgage Loan or consent to the postponement of any such term or
      in
      any manner grant indulgence to any Mortgagor unless (1) such Mortgage Loan
      is in
      default or (2) if in the Servicer's reasonable and prudent determination such
      waiver, modification, postponement or indulgence (a) prevents an event of
      default by the borrower from existing that would not be in the best interest
      of
      the Trust, Trustee and Certificateholders and (b) is not materially adverse
      to
      the Trust, Trustee and the Certificateholders, provided, however, that unless
      the Servicer has obtained the prior written consent of the Master Servicer,
      the
      Servicer shall not permit any modification with respect to any Mortgage Loan
      that would change the Mortgage Rate, defer for more than ninety (90) days or
      forgive any payment of principal or interest, reduce or increase the Outstanding
      Principal Balance (except for actual payments of principal) or change the final
      maturity date on such Mortgage Loan. In the event of any such modification
      which
      has been agreed to in writing by the Master Servicer and which permits the
      deferral of interest or principal payments on any Mortgage Loan, the Servicer
      shall, on the Business Day immediately preceding the Servicer Remittance Date
      in
      any month in which any such principal or interest payment has been deferred,
      deposit in the Custodial Account from its own funds, in accordance with Section
      4.03(c), the difference between (a) such month's principal and one month's
      interest at the Net Mortgage Rate on the unpaid principal balance of such
      Mortgage Loan and (b) the amount paid by the Mortgagor. The Servicer shall
      be
      entitled to reimbursement for such advances to the same extent as for all other
      advances pursuant to Section 4.03. Without limiting the generality of the
      foregoing, the Servicer shall continue, and is hereby authorized and empowered,
      to prepare, execute and deliver on behalf of itself, the Trust and the Trustee,
      all instruments of satisfaction or cancellation, or of partial or full release,
      discharge and all other comparable instruments, with respect to the Mortgage
      Loans and with respect to the Mortgaged Properties. Notwithstanding anything
      herein to the contrary, the Servicer may not enter into a forbearance agreement
      or similar arrangement with respect to any Mortgage Loan which runs more than
      one hundred eighty (180) days after the first delinquent Due Date. Any such
      agreement shall be approved by the Master Servicer and, if required, by the
      Primary Mortgage Insurance Policy insurer and Lender Primary Mortgage Insurance
      Policy insurer. Notwithstanding anything to the contrary contained in this
      Agreement, the Servicer shall not make or permit any modification, waiver or
      amendment of any term of any Mortgage Loan that would cause any Adverse REMIC
      Event.

    



    
      
         

      

      
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    In
      servicing and administering the Mortgage Loans, the Servicer shall employ
      Accepted Servicing Practices, giving due consideration to the reliance by the
      Trust, Trustee and Certificateholders on the Servicer. Notwithstanding the
      appointment of any Subservicer pursuant to Section 4.09, the Servicer shall
      remain liable for the performance of all of the servicing obligations and
      responsibilities under this Agreement.

    


    (b) Servicer
      not to Sell Mortgage Loans.
      The
      Servicer shall not sell any Mortgage Loan that is included in the Trust Estate,
      whether for the purpose of maximizing liquidation proceeds or
      otherwise.

    


    (c) Collection
      and Liquidation of Mortgage Loans.
      Continuously from the date hereof until the date each Mortgage Loan ceases
      to be
      subject to this Agreement, the Servicer will proceed diligently to collect
      all
      payments due under each Mortgage Loan when the same shall become due and payable
      and shall, to the extent such procedures shall be consistent with this
      Agreement, Accepted Servicing Practices, and the terms and provisions of any
      related Primary Mortgage Insurance Policy and Lender Primary Mortgage Insurance
      Policy, follow such collection procedures as it follows with respect to mortgage
      loans comparable to the Mortgage Loans and held for its own account. Further,
      the Servicer shall take special care in ascertaining and estimating annual
      escrow payments, and all other charges that, as provided in the Mortgage, will
      become due and payable, so that the installments payable by the Mortgagors
      will
      be sufficient to pay such charges as and when they become due and
      payable.

    



    
      
         

      

      
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    The
      Servicer shall use its best efforts, consistent with the procedures that the
      Servicer would use in servicing loans for its own account, consistent with
      Accepted Servicing Practices, any Primary Mortgage Insurance Policies and Lender
      Primary Mortgage Insurance Policies and the best interest of the Trust, the
      Trustee and the Certificateholders, 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 4.02(a).
      Foreclosure or comparable proceedings shall be initiated within ninety (90)
      days
      of default for Mortgaged Properties for which no satisfactory arrangements
      can
      be made for collection of delinquent payments, subject to state and federal
      law
      and regulation. The Servicer shall use its best efforts to realize upon
      defaulted Mortgage Loans in such manner as will maximize the receipt of
      principal and interest by the Trust, taking into account, among other things,
      the timing of foreclosure proceedings. The foregoing is subject to the
      provisions that, in any case in which a Mortgaged Property shall have suffered
      damage, the Servicer shall not be required to expend its own funds toward the
      restoration of such property unless it shall determine in its discretion (i)
      that such restoration will increase the proceeds of liquidation of the related
      Mortgage Loan to the Trust after reimbursement to itself for such expenses,
      and
      (ii) that such expenses will be recoverable by the Servicer through Insurance
      Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related
      Mortgaged Property, as contemplated in Section 4.02(e). Servicer shall obtain
      prior approval of the Master Servicer as to repair or restoration expenses
      in
      excess of ten thousand dollars ($10,000). The Servicer shall notify the Master
      Servicer in writing of the commencement of foreclosure proceedings and not
      less
      than five (5) days prior to the acceptance or rejection of any offer of
      reinstatement. The Servicer shall be responsible for all costs and expenses
      incurred by it in any such proceedings or functions; provided, however, that
      it
      shall be entitled to reimbursement thereof from the related property, as
      contemplated in Section 4.02(e). Notwithstanding anything to the contrary
      contained herein, in connection with a foreclosure or acceptance of a deed
      in
      lieu of foreclosure, in the event the Servicer has reasonable cause to believe
      that a Mortgaged Property is contaminated by hazardous or toxic substances
      or
      wastes, or if the Master Servicer or the Trustee otherwise requests an
      environmental inspection or review of such Mortgaged Property, such an
      inspection or review is to be conducted by a qualified inspector at the Master
      Servicer’s or Trustee’s expense, as applicable. Upon completion of the
      inspection, the Servicer shall promptly provide the Master Servicer and the
      Trustee with a written report of the environmental inspection. After reviewing
      the environmental inspection report, the Master Servicer shall determine how
      the
      Servicer shall proceed with respect to the Mortgaged Property.

    


    Notwithstanding
      the generality of the preceding paragraph, the Servicer shall take such actions
      generally in accordance with the Servicer’s established default timeline and in
      accordance with Accepted Servicing Practices with respect to each Mortgage
      Loan
      and Mortgagor for which there is a delinquency until such time as the related
      Mortgagor is current with all payments due under the Mortgage Loan.

    


    (d) Establishment
      of and Deposits to Custodial Account.  

    


    (i) The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      the Mortgage Loans separate and apart from any of its own funds and general
      assets and shall initially establish and maintain one or more Custodial
      Accounts, in the form of time deposit or demand accounts, each of which accounts
      shall be titled “HomeBanc Mortgage Corporation. in trust for U.S. Bank National
      Association, as Trustee, for the HomeBanc Mortgage Trust 2007-1 Mortgage
      Pass-Through Certificates” and referred to herein as a “Custodial Account.” Each
      Custodial Account shall be an Eligible Account. Any funds deposited in the
      Custodial Account shall at all times be insured by the FDIC up to the FDIC
      insurance limits, or must be invested in Eligible Investments subject to the
      provisions of Section 4.02(i) hereof; provided, however that any such Eligible
      Investment shall not be sold or disposed of prior to its maturity. Funds
      deposited in the Custodial Account may be drawn on by the Servicer in accordance
      with Section 4.02(e) hereof. The creation of any Custodial Account shall be
      evidenced by a letter agreement in the form of Exhibit C hereto. A
      copy of such certification or letter agreement shall be furnished to the
      Trustee, the Master Servicer and, upon request, to any subsequent owner of
      the
      Mortgage Loans. The
      Servicer shall deposit or cause to be deposited into the Custodial Account,
      no
      later than 48 hours after receipt of funds, and retain therein the following
      payments and collections received or made by it subsequent to the Cut-off Date,
      or received by it prior to the Cut-off Date but allocable to a period subsequent
      thereto, other than in respect of principal and interest on the Mortgage Loans
      due on or before the Cut-off Date:

    



    
      
         

      

      
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    (1) all
      payments
      on account of principal, including Principal Prepayments and related penalties,
      on the Mortgage Loans;

    


    (2) all
      payments on account of interest on the Mortgage Loans adjusted to the Net
      Mortgage Rate;

    


    (3) all
      Net
      Liquidation Proceeds;

    


    (4) any
      amounts required to be deposited by the Servicer in connection with any REO
      Property pursuant to Section 4.02(o) and in connection therewith, the Servicer
      shall provide the Master Servicer with written detail itemizing all of such
      amounts;

    


    (5) all
      Insurance Proceeds including amounts required to be deposited pursuant to
      Section 4.02(j), other than proceeds to be held in the Escrow Account and
      applied to the restoration or repair of the Mortgaged Property or released
      to
      the Mortgagor in accordance with Accepted Servicing Practices, the Mortgage
      Loan
      Documents or applicable law;

    


    (6) all
      Condemnation Proceeds affecting any Mortgaged Property which are not released
      to
      the Mortgagor in accordance with Accepted Servicing Practices, the loan
      documents or applicable law;

    


    (7) any
      Monthly Advances;

    


    (8) with
      respect to each full or partial Principal Prepayment, any Prepayment Interest
      Shortfalls, to the extent of the Servicer's aggregate Servicing Fee received
      with respect to the related Prepayment Period;

    



    
      
         

      

      
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    (9) any
      amounts required to be deposited by the Servicer pursuant to
      Section 4.02(j) in connection with the deductible clause in any blanket
      hazard insurance policy, such deposit shall be made from the Servicer's own
      funds, without reimbursement therefor; and

    


    (10) any
      other
      amounts
      required
      to be deposited in the Custodial Account pursuant this Agreement.

    


    The
      foregoing requirements for deposit in the Custodial Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of the Servicing Fee and Ancillary Income,
      need not be deposited by the Servicer in the Custodial Account. Any interest
      paid on funds deposited in the Custodial Account by the depository institution
      and any income or appreciation on any investment of such funds shall accrue
      to
      the benefit of the Servicer and the Servicer shall be entitled to retain and
      withdraw such interest from the Custodial Account pursuant to Section 4.02(e).
      The
      amount of any losses incurred in respect of any such investments shall be
      deposited in the Custodial Account by the Servicer out of its own funds, without
      any right of reimbursement therefor, immediately as realized.

    


    (ii) The
      Servicer agrees that it shall not create, incur or subject any Mortgage Loans,
      or any funds that are deposited in any Custodial Account or Escrow Account,
      or
      any funds that otherwise are or may become due or payable to or for the benefit
      of the Trustee, to any claim, lien, security interest, judgment, levy, writ
      of
      attachment or other encumbrance, nor assert by legal action or otherwise any
      claim or right of setoff against any Mortgage Loan or any funds collected on,
      or
      in connection with, a Mortgage Loan.

    


    (e) Permitted
      Withdrawals from Custodial Account.
      

    


    The
      Servicer may, from time to time, withdraw from the Custodial Account for the
      following purposes:

    


    (i) to
      make
      payments to the Master Servicer in the amounts and in the manner provided for
      in
      Section 4.03(a);

    


    (ii) to
      reimburse itself for Monthly Advances, the Servicer's right to reimburse itself
      pursuant to this subclause (ii) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees) of principal and/or interest respecting which any such advance was made,
      it being understood that, in the case of such reimbursement, the Servicer's
      right thereto shall be prior to the rights of the Certificateholders, except
      that, where the Servicer is required to repurchase a Mortgage Loan, pursuant
      to
      Section 3.03, the Servicer's right to such reimbursement shall be subsequent
      to
      the payment to the Trust of the Purchase Price pursuant to such Section and
      all
      other amounts required to be paid to the Trust with respect to such Mortgage
      Loan;

    


    (iii) to
      reimburse itself for unreimbursed Monthly Advances and Servicing Advances and
      any unpaid Servicing Fees (or REO administration fees described in Section
      4.02(o)), the Servicer's right to reimburse itself pursuant to this subclause
      (3) with respect to any Mortgage Loan being limited to related proceeds from
      Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds in accordance
      with the relevant provisions of the Fannie Mae Guides, the Pool I Termination
      Price or Pool II Termination Price, as applicable, or as otherwise set forth
      in
      this Agreement; any recovery shall be made upon liquidation of the REO
      Property;

    



    
      
         

      

      
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    (iv) to
      pay to
      itself as part of its servicing compensation (a) any interest income or
      appreciation earned on funds in the Custodial Account (all such interest to
      be
      withdrawn monthly not later than each Servicer Remittance Date), (b) the
      Servicing Fee from that portion of any payment or recovery as to interest with
      respect to a particular Mortgage Loan;

    


    (v) to
      pay to
      itself with respect to each Mortgage Loan that has been repurchased pursuant
      to
      Section 3.03 all amounts received thereon and not distributed as of the date
      on
      which the related Purchase Price is determined;

    


    (vi) to
      transfer funds to another Eligible Account in accordance with Section 4.02(i)
      hereof;

    


    (vii) to
      remove
      funds inadvertently placed in the Custodial Account by the
      Servicer;

    


    (viii) to
      clear
      and terminate the Custodial Account upon the termination of this Agreement;
      and

    


    (ix) to
      reimburse itself for any Nonrecoverable Advances and amounts reimbursable
      pursuant to Section 4.05(b) and Section 4.06(b).

    


    (f) Establishment
      of and Deposits to Escrow Account.
      The
      Servicer shall segregate and hold all funds collected and received pursuant
      to a
      Mortgage Loan constituting Escrow Payments separate and apart from any of its
      own funds and general assets and shall establish and maintain one or more Escrow
      Accounts, in the form of time deposit or demand accounts, titled “HomeBanc
      Mortgage Corporation in trust for U.S. Bank National Association, as Trustee,
      for the HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates.” The
      Escrow Accounts shall be an Eligible Account. Nothing herein shall require
      the
      Servicer to compel a Mortgagor to establish an Escrow Account in violation
      of
      applicable law. Funds deposited in the Escrow Account may be drawn on by the
      Servicer in accordance with Section 4.02(g). The creation of any Escrow Account
      shall be evidenced by a letter agreement in the form of Exhibit D hereto. A
      copy
      of such certification or letter agreement shall be furnished to the Master
      Servicer.

    


    The
      Servicer shall deposit in the Escrow Account or Accounts on a daily basis,
      and
      in the Escrow Account or Accounts no later than 48 hours after receipt of funds,
      and retain therein:

    


    (i) all
      Escrow Payments collected on account of the Mortgage Loans, if required, for
      the
      purpose of effecting timely payment of any such items as required under the
      terms of this Agreement to be paid by the related Mortgagor to the
      Servicer;

    



    
      
         

      

      
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    (ii) all
      Insurance Proceeds which are to be applied to the restoration or repair of
      any
      Mortgaged Property; and

    


    (iii) all
      Servicing Advances for Mortgagors whose Escrow Payments are insufficient to
      cover escrow disbursements.

    


    The
      Servicer shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, as set forth in Section 4.02(g).
      The Servicer shall be entitled to retain any interest earnings paid on funds
      deposited in the Escrow Account by the depository institution, other than
      interest on escrowed funds required by law to be paid to the Mortgagor. To
      the
      extent required by law, the Servicer shall pay interest on escrowed funds to
      the
      Mortgagor notwithstanding that the Escrow Account may be non-interest bearing
      or
      the interest earnings paid thereon are insufficient for such purposes.


    


    (g) Permitted
      Withdrawals from Escrow Account.
      Withdrawals from the Escrow Account or Accounts may be made by the Servicer
      only:

    


    (i) to
      effect
      timely payments of ground rents, taxes, assessments, water rates, Primary
      Mortgage Insurance Policy premiums, if applicable, condominium charges, fire
      and
      hazard insurance premiums or other items constituting Escrow Payments for the
      related Mortgage;

    


    (ii) to
      reimburse the Servicer for any Servicing Advance of an Escrow Payment made
      by
      the Servicer with respect to a related Mortgage Loan, but only from amounts
      received on the related Mortgage Loan which represent late collections of Escrow
      Payments thereunder;

    


    (iii) to
      refund
      to any Mortgagor any funds found to be in excess of the amounts required to
      be
      escrowed under the terms of the related Mortgage Loan;

    


    (iv) to
      the
      extent permitted by applicable law, for transfer to the Custodial Account and
      application to reduce the principal balance of the Mortgage Loan in accordance
      with the terms of the related Mortgage and Mortgage Note;

    


    (v) for
      application to restoration or repair of the Mortgaged Property in accordance
      with Section 4.02(n);

    


    (vi) to
      pay to
      the Servicer, or any Mortgagor to the extent required by law, any interest
      paid
      on the funds deposited in the Escrow Account;

    


    (vii) to
      clear
      and terminate the Escrow Account on the termination of this Agreement. As part
      of its servicing duties, the Servicer shall pay to the Mortgagors interest
      on
      funds in Escrow Account, to the extent required by law, and to the extent that
      interest earned on funds in the Escrow Account is insufficient, shall pay such
      interest from its own funds, without any reimbursement therefor;
      and

    



    
      
         

      

      
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    (viii) to
      pay to
      the Mortgagors or other parties Insurance Proceeds deposited in accordance
      with
      Section 4.02(f).

    


    (h) Payment
      of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance
      Policies; Collections Thereunder.
      

    


    (i) With
      respect to each Mortgage Loan, the Servicer shall maintain accurate records
      reflecting the status of ground rents, taxes, assessments, water rates and
      other
      charges which are or may become a lien upon the Mortgaged Property and the
      status of primary mortgage insurance premiums and fire and hazard insurance
      coverage and shall obtain, from time to time, all bills for the payment of
      such
      charges, including renewal premiums and shall effect payment thereof prior
      to
      the applicable penalty or termination date and at a time appropriate for
      securing maximum discounts allowable, employing for such purpose deposits of
      the
      Mortgagor in the Escrow Account which shall have been estimated and accumulated
      by the Servicer in amounts sufficient for such purposes, as allowed under the
      terms of the Mortgage or applicable law. To the extent that the Mortgage does
      not provide for Escrow Payments, the Servicer shall determine that any such
      payments are made by the Mortgagor at the time they first become due. The
      Servicer assumes full responsibility for the timely payment of all such bills
      and shall effect timely payments of all such bills irrespective of the
      Mortgagor's faithful performance in the payment of same or the making of the
      Escrow Payments and shall make advances from its own funds to effect such
      payments (which will constitute a Servicing Advance).

    


    (ii) The
      Servicer will maintain in full force and effect Primary Mortgage Insurance
      Policies or Lender Primary Mortgage Insurance Policies issued by a Qualified
      Insurer with respect to each Mortgage Loan for which such coverage is herein
      required. Such coverage will be terminated only with the approval of the Master
      Servicer, or as required by applicable law or regulation. The Servicer will
      not
      cancel or refuse to renew any Primary Mortgage Insurance Policy or Lender
      Primary Mortgage Insurance Policy in effect on the Closing Date that is required
      to be kept in force under this Agreement unless a replacement Primary Mortgage
      Insurance Policy or Lender Primary Mortgage Insurance Policy for such canceled
      or nonrenewed policy is obtained from and maintained with a Qualified Insurer.
      The Servicer shall not take any action which would result in non-coverage under
      any applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
      Insurance Policy of any loss which, but for the actions of the Servicer would
      have been covered thereunder. In connection with any assumption or substitution
      agreement entered into or to be entered into pursuant to Section 4.04(a), the
      Servicer shall promptly notify the insurer under the related Primary Mortgage
      Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of such
      assumption or substitution of liability in accordance with the terms of such
      policy and shall take all actions which may be required by such insurer as
      a
      condition to the continuation of coverage under the Primary Mortgage Insurance
      Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
      Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated
      as a
      result of such assumption or substitution of liability, the Servicer shall
      obtain a replacement Primary Mortgage Insurance Policy or Lender Primary
      Mortgage Insurance Policy as provided above.

    



    
      
         

      

      
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    In
      connection with its activities as servicer, the Servicer agrees to prepare
      and
      present, on behalf of itself and the Trust, claims to the insurer under any
      Primary Mortgage Insurance Policy in a timely fashion in accordance with the
      terms of such Primary Mortgage Insurance Policy or Lender Primary Mortgage
      Insurance Policy and, in this regard, to take such action as shall be necessary
      to permit recovery under any Primary Mortgage Insurance Policy or Lender Primary
      Mortgage Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to
      Section 4.02(d), any amounts collected by the Servicer under any Primary
      Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy shall
      be
      deposited in the Custodial Account, subject to withdrawal pursuant to Section
      4.02(e).

    


    (i) Protection
      of Accounts.
      The
      Servicer may transfer the Custodial Account or the Escrow Account to a different
      Eligible Institution from time to time. Such transfer shall be made only upon
      obtaining the consent of the Master Servicer, which consent shall not be
      withheld unreasonably, and the Servicer shall give notice to the Master Servicer
      and the Trustee of any change in the location of the Custodial
      Account.

    


    (j) Maintenance
      of Hazard Insurance.
      The
      Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
      insurance with extended coverage as is acceptable to Fannie Mae or Freddie
      Mac
      and customary in the area where the Mortgaged Property is located in an amount
      which is equal to the lesser of (i) the maximum insurable value of the
      improvements securing such Mortgage Loan or (ii) the greater of (a) the
      Outstanding Principal Balance of the Mortgage Loan, and (b) an amount such
      that
      the proceeds thereof shall be sufficient to prevent the Mortgagor and/or the
      mortgagee from becoming a co-insurer. If required by the Flood Disaster
      Protection Act of 1973, as amended, each Mortgage Loan shall be covered by
      a
      flood insurance policy meeting the requirements of the current guidelines of
      the
      Federal Insurance Administration in effect with an insurance carrier acceptable
      to Fannie Mae or Freddie Mac, in an amount representing coverage not less than
      the least of (i) the Outstanding Principal Balance of the Mortgage Loan, (ii)
      the maximum insurable value of the improvements securing such Mortgage Loan
      or
      (iii) the maximum amount of insurance which is available under the Flood
      Disaster Protection Act of 1973, as amended. If at any time during the term
      of
      the Mortgage Loan, the Servicer determines in accordance with applicable law
      and
      pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a
      special flood hazard area and is not covered by flood insurance or is covered
      in
      an amount less than the amount required by the Flood Disaster Protection Act
      of
      1973, as amended, the Servicer shall notify the related Mortgagor that the
      Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
      fails
      to obtain the required flood insurance coverage within forty-five (45) days
      after such notification, the Servicer shall immediately force place the required
      flood insurance on the Mortgagor's behalf. The Servicer shall also maintain
      on
      each REO Property, fire and hazard insurance with extended coverage in an amount
      which is at least equal to the maximum insurable value of the improvements
      which
      are a part of such property, and, to the extent required and available under
      the
      Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount
      as provided above. Any amounts collected by the Servicer under any such policies
      other than amounts to be deposited in the Escrow Account and applied to the
      restoration or repair of the Mortgaged Property or REO Property, or released
      to
      the Mortgagor in accordance with Accepted Servicing Practices, shall be
      deposited in the Custodial Account, subject to withdrawal pursuant to Section
      4.02(e). It is understood and agreed that no other additional insurance need
      be
      required by the Servicer of the Mortgagor or maintained on property acquired
      in
      respect of the Mortgage Loan, other than pursuant to this Agreement, the Fannie
      Mae Guides or such applicable state or federal laws and regulations as shall at
      any time be in force and as shall require such additional insurance. All such
      policies shall be endorsed with standard mortgagee clauses with loss payable
      to
      the Servicer and its successors and/or assigns and shall provide for at least
      thirty (30) days’ prior written notice of any cancellation, reduction in the
      amount or material change in coverage to the Servicer. The Servicer shall not
      interfere with the Mortgagor's freedom of choice in selecting either his
      insurance carrier or agent, provided, however, that the Servicer shall not
      accept any such insurance policies from insurance companies unless such
      companies are Qualified Insurers.

    



    
      
         

      

      
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    (k) Maintenance
      of Mortgage Impairment Insurance.
      In the
      event that the Servicer shall obtain and maintain a blanket policy issued by
      an
      insurer acceptable to Fannie Mae or Freddie Mac insuring against hazard losses
      on all of the Mortgage Loans, then, to the extent such policy provides coverage
      in an amount equal to the amount required pursuant to Section 4.02(j) and
      otherwise complies with all other requirements of Section 4.02(j), it shall
      conclusively be deemed to have satisfied its obligations as set forth in Section
      4.02(j), 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 Section 4.02(j), and there shall have been a loss which
      would have been covered by such policy, deposit in the Custodial Account the
      amount not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as servicer of the Mortgage Loans,
      the
      Servicer agrees to prepare and present, on behalf of the Master Servicer and
      the
      Trustee, claims under any such blanket policy in a timely fashion in accordance
      with the terms of such policy. Upon request of the Master Servicer or Trustee,
      the Servicer shall cause to be delivered to the Master Servicer or the Trustee,
      as applicable, a certified true copy of such policy and shall use its best
      efforts to obtain a statement from the insurer thereunder that such policy
      shall
      in no event be terminated or materially modified without thirty (30) days’ prior
      written notice to the Master Servicer and the Trustee.

    


    (l)  Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.
      The
      Servicer shall maintain, at its own expense, a blanket fidelity bond and an
      errors and omissions insurance policy, with broad coverage with responsible
      companies on all officers, employees or other persons acting in any capacity
      with regard to the Mortgage Loan to handle funds, money, documents and papers
      relating to the Mortgage Loan. The Servicer Fidelity Bond shall be in the form
      of the Mortgage Banker's Blanket Bond and shall protect and insure the Servicer
      against losses, including forgery, theft, embezzlement and fraud of such
      persons. The Servicer Errors and Omissions Insurance Policy shall protect and
      insure the Servicer against losses arising out of errors and omissions and
      negligent acts of such persons. Such Servicer Errors and Omissions Insurance
      Policy shall also protect and insure the Servicer against losses in connection
      with the failure to maintain any insurance policies required pursuant to this
      Agreement and the release or satisfaction of a Mortgage Loan without having
      obtained payment in full of the indebtedness secured thereby. No provision
      of
      this Section 4.02(l) requiring the Servicer Fidelity Bond or the Servicer Errors
      and Omissions Insurance Policy shall diminish or relieve the Servicer from
      its
      duties and obligations as set forth in this Agreement. The minimum coverage
      under any such bond and insurance policy shall be at least equal to the
      corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon
      request of the Master Servicer or the Trustee, the Servicer shall deliver to
      the
      Master Servicer and the Trustee a certificate from the surety and the insurer
      as
      to the existence of the Servicer Fidelity Bond and the Servicer Errors and
      Omissions Insurance Policy and shall obtain a statement from the surety and
      the
      insurer that such Servicer Fidelity Bond or Servicer Errors and Omissions
      Insurance Policy shall in no event be terminated or materially modified without
      thirty (30) days prior written notice to the Master Servicer. The Servicer
      shall
      notify the Master Servicer and the Trustee within five (5) business days of
      receipt of notice that such Servicer Fidelity Bond or Servicer Errors and
      Omissions Insurance Policy will be, or has been, materially modified or
      terminated. The Trustee on behalf of the Trust must be named as a loss payee
      on
      the Servicer Fidelity Bond and as an additional insured on the Servicer Errors
      and Omissions Insurance Policy. Upon request by the Master Servicer, the
      Servicer shall provide the Master Servicer with an insurance certificate
      certifying coverage under this Section 4.02(l), and will provide an update
      to
      such certificate upon request, or upon renewal or material modification of
      coverage.

    



    
      
         

      

      
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    (m)  Inspections.
      The
      Servicer shall inspect the Mortgaged Property as often as deemed necessary
      by
      the Servicer to assure itself that the value of the Mortgaged Property is being
      preserved. In addition, the Servicer shall inspect the Mortgaged Property and/or
      take such other actions as may be necessary or appropriate in accordance with
      Accepted Servicing Practices or as may be required by the primary mortgage
      guaranty insurer. The Servicer shall keep a written report of each such
      inspection.

    


    (n)  Restoration
      of Mortgaged Property.
      The
      Servicer need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds or Condemnation 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 or Condemnation Proceeds:

    


    (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 or
      Condemnation Proceeds in the Escrow Account.

    


    (o) Title,
      Management and Disposition of REO Property.
      In the
      event that title to the Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be taken in the
      name of the Trustee or its designee, or in the event the Trustee or its designee
      is not authorized or permitted to hold title to real property in the state
      where
      the REO Property is located, or would be adversely affected under the “doing
      business” or tax laws of such state by so holding title, the deed or certificate
      of sale shall be taken in the name of such Person or Persons as shall be
      consistent with an Opinion of Counsel obtained by the Servicer from an attorney
      duly licensed to practice law in the state where the REO Property is located.
      Any Person or Persons holding such title other than the Trustee shall
      acknowledge in writing that such title is being held as nominee for the benefit
      of the Trustee on behalf of the Trust.

    



    
      
         

      

      
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    The
      Servicer shall notify the Master Servicer in accordance with the Fannie Mae
      Guides of each acquisition of REO Property upon such acquisition (and, in any
      event, shall provide notice of the consummation of any foreclosure sale within
      three (3) Business Days from the date the Servicer receives notice of such
      consummation), together with a copy of the drive by appraisal or brokers price
      opinion of the Mortgaged Property obtained in connection with such acquisition,
      and thereafter assume the responsibility for marketing such REO property in
      accordance with Accepted Servicing Practices. Thereafter, the Servicer shall
      continue to provide certain administrative services to the Master Servicer
      relating to such REO Property as set forth in this Section 4.02(o). No Servicing
      Fee shall be assessed or otherwise accrue on any REO Property from and after
      the
      date on which it becomes an REO Property.

    


    The
      Servicer shall, either itself or through an agent selected by the Servicer,
      and
      in accordance with the Fannie Mae Guides manage, conserve, protect and operate
      each REO Property in the same manner that it manages, conserves, protects and
      operates other foreclosed property for its own account, and in the same manner
      that similar property in the same locality as the REO Property is managed.
      The
      Servicer shall cause each REO Property to be inspected promptly upon the
      acquisition of title thereto and shall cause each REO Property to be inspected
      at least monthly thereafter or more frequently as required by the circumstances.
      The Servicer shall make or cause to be made a written report of each such
      inspection. Such reports shall be retained in the Mortgage File and copies
      thereof shall be forwarded by the Servicer to the Master Servicer.

    


    The
      Servicer shall use its best efforts to dispose of the REO Property as soon
      as
      possible and shall sell such REO Property in any event within one year after
      title has been taken to such REO Property, unless the Servicer determines,
      and
      gives an appropriate notice to the Master Servicer to such effect, that a longer
      period is necessary for the orderly liquidation of such REO Property. If a
      longer period than one (1) year is permitted under the foregoing sentence and
      is
      necessary to sell any REO Property, the Servicer shall report monthly to the
      Master Servicer as to the progress being made in selling such REO Property.
      Notwithstanding the foregoing, the Servicer shall dispose of such Mortgaged
      Property prior to the close of the third taxable year after its acquisition
      by
      the Trust unless the Trustee and the Securities Administrator shall have been
      supplied with an Opinion of Counsel (which shall not be at the expense of any
      such recipient) to the effect that the holding by the Trust of such Mortgaged
      Property subsequent to such three-year period will not result in an Adverse
      REMIC Event, in which case the Trust may continue to hold such Mortgaged
      Property (subject to any conditions contained in such Opinion of Counsel).
      Notwithstanding any other provision of this Agreement, no Mortgaged Property
      acquired by the Trust shall be rented (or allowed to continue to be rented)
      or
      otherwise used for the production of income by or on behalf of the Trust in
      such
      a manner or pursuant to any terms that would (i) cause such Mortgaged Property
      to fail to qualify as “foreclosure property” within the meaning of Section
      860G(a)(8) of the Code or (ii) cause an Adverse REMIC Event, unless the Servicer
      has agreed to indemnify and hold harmless the Trust with respect to the
      imposition of any such taxes. The Servicer shall prepare for and deliver to
      the
      Master Servicer a statement with respect to any REO Property that has been
      rented showing the aggregate rental income received and all expenses incurred
      in
      connection with the management and maintenance of such REO Property at such
      times as is necessary to enable the Securities Administrator to comply with
      the
      reporting requirements of the REMIC Provisions. The net monthly rental income,
      if any, from such REO Property shall be deposited in the Collection Account
      no
      later than the close of business on each Determination Date. No REO Property
      shall be marketed for less than the Appraised Value, without the prior consent
      of Master Servicer. No REO Property shall be sold for less than ninety five
      percent (95%) of its Appraised Value, without the prior consent of Trustee.
      All
      requests for reimbursement of Servicing Advances shall be in accordance with
      the
      Fannie Mae Guides. The disposition of REO Property shall be carried out by
      the
      Servicer at such price, and upon such terms and conditions, as the Servicer
      deems to be in the best interests of the Trust (subject to the above conditions)
      only with the prior written consent of the Master Servicer. The Servicer shall
      provide monthly reports to the Master Servicer in reference to the status of
      the
      marketing of the REO Properties.

    



    
      
         

      

      
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    (p) Compliance
      with Safeguarding Customer Information Requirements.
      The
      Servicer has implemented and will maintain security measures designed to meet
      the objectives of the Interagency Guidelines Establishing Standards for
      Safeguarding Customer Information published in final form on February 1, 2001,
      66 Fed. Reg. 8616, and the rules promulgated thereunder, as amended from time
      to
      time (the “Guidelines”).

    


    (q) Notification
      of Maturity Date.
      With
      respect to each Mortgage Loan, the Servicer shall execute and deliver to the
      Mortgagor any and all necessary notices required under applicable law and the
      terms of the related Mortgage Note and Mortgage regarding the maturity date
      if
      required under applicable law. 

    


    (r) Purchase
      of Modified Mortgage Loans.
      The
      Servicer may agree to a modification of any Mortgage Loan (the “Modified
      Mortgage Loan”) if (i) the modification is in lieu of a refinancing and (ii) the
      Mortgage Rate on the Modified Mortgage Loan is approximately a prevailing market
      rate for newly-originated mortgage loans having similar terms and (iii) the
      Servicer purchases the Modified Mortgage Loan from the Trust as described below.
      Effective immediately after the modification, and, in any event, on the same
      Business Day on which the modification occurs, all interest of the Trust in
      the
      Modified Mortgage Loan shall automatically be deemed transferred and assigned
      to
      the Servicer and all benefits and burdens of ownership thereof, including the
      right to Group I Accrued Interest thereon from the date of modification and
      the
      risk of default thereon, shall pass to the Servicer. The Servicer shall promptly
      deliver to the Master Servicer, the Securities Administrator and the Trustee
      a
      certification of a Servicing Officer to the effect that all requirements of
      this
      paragraph have been satisfied with respect to the Modified Mortgage Loan. For
      federal income tax purposes, the Securities Administrator shall account for
      such
      purchase as a prepayment in full of the Modified Mortgage Loan.

    


    The
      Servicer shall remit the Purchase Price for any Modified Mortgage Loan to the
      Master Servicer for deposit into the Collection Account pursuant to Section
      5.06(d) within one Business Day after the purchase of the Modified Mortgage
      Loan. Upon receipt by the Trustee (or the Custodian) of written notification
      of
      any such deposit signed by a Servicing Officer, the Trustee shall release to
      the
      Servicer the related Mortgage File and shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as shall be necessary to vest in the Servicer any
      Modified Mortgage Loan previously transferred and assigned pursuant
      hereto.

    



    
      
         

      

      
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    Section
      4.03. Payments
      to the Master Servicer. 

    


    (a) Remittances.
      On each
      Servicer Remittance Date, the Servicer shall remit by wire transfer of
      immediately Group I Available Funds to the Master Servicer (i) all amounts
      credited to the Custodial Account as of the close of business on the preceding
      Determination Date, net of charges against or withdrawals from the Custodial
      Account pursuant to Section 4.02(e), plus (ii) all Monthly Advances, if any,
      which the Servicer is obligated to remit pursuant to Section 4.03(c), plus,
      (iii) Compensating Interest Payments, minus
      (iv) any
      amounts attributable to Monthly Payments collected but due on a Due Date or
      dates subsequent to the preceding Determination Date, which amounts shall be
      remitted on the Servicer Remittance Date next succeeding the Collection Period
      for such amounts. It is understood that, by operation of Section 4.02(d), the
      remittance on the first Servicer Remittance Date with respect to the Mortgage
      Loans is to include principal collected after the Cut-off Date through the
      preceding Determination Date plus interest, adjusted to the Net Mortgage Rate
      collected through such Determination Date exclusive of any portion thereof
      allocable to the period prior to the Cut-off Date, with the adjustments
      specified in clauses (ii), (iii) and (iv) above.

    


    With
      respect to any remittance received by the Master Servicer after the Servicer
      Remittance Date, the Servicer shall pay to the Master Servicer interest on
      any
      such late payment at a per annum rate equal to the Prime Rate, adjusted as
      of
      the date of each change plus two (2) percentage points, but in no event greater
      than the maximum amount permitted by applicable law. Such interest shall cover
      the period commencing with the day following the Business Day such payment
      was
      due and ending with the Business Day on which such payment is made to the Master
      Servicer, both inclusive. The payment by the Servicer of any such interest
      shall
      not be deemed an extension of time for payment or a waiver of any Event of
      Default by the Servicer. On each Servicer Remittance Date, the Servicer shall
      provide a remittance report detailing all amounts being remitted pursuant to
      this Section 4.03(a).

    


    All
      remittances required to be made to the Master Servicer shall be made to the
      following wire account or to such other account as may be specified by the
      Master Servicer from time to time:

    


    Wells
      Fargo Bank, NA


    San
      Francisco, CA


    ABA#:
      121-000-248


    Account
      Name: Corporate Trust Clearing


    Account
      Number: 3970771416


    For
      further credit to: 53137600,
      HomeBanc 2007-1

    


    (b) Statements
      to Master Servicer and Securities Administrator.
      The
      Servicer shall furnish to Master Servicer an individual loan accounting report,
      as of the last Business Day of each month, in the Servicer's assigned loan
      number order to document Mortgage Loan payment activity on an individual
      Mortgage Loan basis. With respect to each month, the corresponding individual
      loan accounting report shall be received by the Master Servicer no later than
      the fifth Business Day of the following month on a disk or tape or other
      computer-readable format in such format as may be mutually agreed upon by both
      Master Servicer and Servicer, and no later than the fifth Business Day of the
      following month in hard copy, and shall contain the following:

    



    
      
         

      

      
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    (i) With
      respect to each Monthly Payment, the amount of such remittance allocable to
      principal (including a separate breakdown of any Principal Prepayment, including
      the date of such prepayment, and any prepayment penalties or premiums, along
      with a detailed report of interest on principal prepayment amounts remitted
      in
      accordance with Section 4.02(d));

    


    (ii) with
      respect to each Monthly Payment, the amount of such remittance allocable to
      interest;

    


    (iii) the
      amount of servicing compensation received by the Servicer during the prior
      distribution period;

    


    (iv) the
      aggregate Scheduled Principal Balance of the Mortgage Loans;

    


    (v) the
      aggregate of any expenses reimbursed to the Servicer during the prior
      distribution period pursuant to Section 4.02(e); and

    


    (vi) The
      number and aggregate Outstanding Principal Balances of Mortgage Loans (a)
      Delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more and (4)
      180
      days or more and charged-off; (b) as to which foreclosure has commenced; and
      (c)
      as to which REO Property has been acquired.

    


    The
      Servicer shall provide a monthly remittance report to the Master Servicer in
      a
      mutually agreeable format. The Servicer shall also provide a default report
      containing the information specified in Exhibit E attached hereto with each
      such
      report.

    


    The
      Servicer shall prepare and file any and all information statements or other
      filings required to be delivered to any governmental taxing authority or to
      the
      Master Servicer and the Securities Administrator pursuant to any applicable
      law
      with respect to the Mortgage Loans and the transactions contemplated hereby.
      In
      addition, the Servicer shall provide the Master Servicer and the Securities
      Administrator with such information as may be requested by it and required
      for
      the completion of any tax reporting responsibility of the Securities
      Administrator within such reasonable time frame as shall enable the Securities
      Administrator to timely file each Schedule Q (or other applicable tax report
      or
      return) required to be filed by it.

    


    (c) Monthly
      Advances by Servicer.
      Not
      later than the close of business on the Business Day preceding each Servicer
      Remittance Date, the Servicer shall deposit in the Custodial Account an amount
      equal to all payments not previously advanced by the Servicer, whether or not
      deferred pursuant to Section 4.03(a), of principal (due after the Cut-off Date)
      and interest not allocable to the period prior to the Cut-off Date, adjusted
      to
      the Net Mortgage Rate, which were due on a Mortgage Loan and delinquent at
      the
      close of business on the related Determination Date; provided, however, that
      the
      Servicer may use the Amount Held for Future Distribution (as defined below)
      then
      on deposit in the Custodial Account to make such Monthly Advances. The Servicer
      shall deposit any portion of the Amount Held for Future Distribution used to
      pay
      Monthly Advances into the Custodial Account on any future Servicer Remittance
      Date to the extent that the funds that are available in the Custodial Account
      for remittance to the Master Servicer on such Servicer Remittance Date are
      less
      than the amount of payments required to be made to the Master Servicer on such
      Servicer Remittance Date.

    



    
      
         

      

      
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    The
      “Amount Held for Future Distribution” as to any Servicer Remittance Date shall
      be the total of the amounts held in the Custodial Account at the close of
      business on the preceding Determination Date which were received after the
      Cut-off Date on account of (i) Liquidation Proceeds, Insurance Proceeds,
      Condemnation Proceeds and Principal Prepayments received or made in the month
      of
      such Servicer Remittance Date, and (ii) payments which represent early receipt
      of Monthly Payments of principal and interest due on a date or dates subsequent
      to the related Due Date.

    


    The
      Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
      will
      continue through the last Monthly Payment due prior to the payment in full
      of
      the Mortgage Loan, or through the Servicer Remittance Date prior to the date
      on
      which the Mortgaged Property liquidates (including Insurance Proceeds, proceeds
      from the sale of REO Property or Condemnation Proceeds) with respect to the
      Mortgage Loan unless the Servicer deems such advance to be a Nonrecoverable
      Advance. In such event, the Servicer shall deliver to the Master Servicer an
      Officer's Certificate of the Servicer to the effect that an officer of the
      Servicer has reviewed the related Mortgage File and has made the reasonable
      determination that any additional advances are nonrecoverable.

    


    (d) Liquidation
      Reports.
      Upon
      the foreclosure sale of any Mortgaged Property, the acquisition thereof by
      the
      Trustee pursuant to a deed in lieu of foreclosure or the charge off of a
      Mortgage Loan that is 180 days Delinquent, the Servicer shall submit to the
      Trustee and the Master Servicer a monthly liquidation report with respect to
      such Mortgaged Property. The Servicer shall also provide reports on the status
      of REO Property containing such information as the Trustee may reasonably
      request.

    


    (e) Credit
      Reporting.
      For
      each Mortgage Loan, in accordance with its current servicing practices, the
      Servicer will accurately and fully report its underlying borrower credit files
      to each of the following credit repositories or their successors: Equifax Credit
      Information Services, Inc., Trans Union, LLC and Experian Information Solution,
      Inc., on a monthly basis in a timely manner.

    


    Section
      4.04. General
      Servicing Procedures.

    


    (a) Transfers
      of Mortgaged Property.
      The
      Servicer will, to the extent it has actual knowledge of any conveyance or
      prospective conveyance by any Mortgagor of the Mortgaged Property (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
      any
“due-on-sale” clause to the extent permitted by law; provided, however, that the
      Servicer shall not exercise any such rights if prohibited by law or the terms
      of
      the Mortgage Note from doing so or if the exercise of such rights would impair
      or threaten to impair any recovery under the related Primary Mortgage Insurance
      Policy or Lender Primary Mortgage Insurance Policy, if any. If the Servicer
      reasonably believes it is unable under applicable law to enforce such “due-on-
      sale” clause, the Servicer will enter into an assumption agreement with the
      person to whom the Mortgaged 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. Where an assumption is allowed pursuant to this Section 4.04(a),
      the Servicer, with the prior consent of the Master Servicer, the Trustee and
      the
      primary mortgage insurer, if any, is authorized to enter into a substitution
      of
      liability agreement with the person to whom the Mortgaged Property has been
      conveyed or is proposed to be conveyed pursuant to which the original mortgagor
      is released from liability and such Person is substituted as mortgagor and
      becomes liable under the related Mortgage Note. Any such substitution of
      liability agreement shall be in lieu of an assumption agreement.

    



    
      
         

      

      
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    In
      connection with any such assumption or substitution of liability, the Servicer
      shall follow the underwriting practices and procedures of the Servicer. With
      respect to an assumption or substitution of liability, the Mortgage Rate borne
      by the related Mortgage Note, the amount of the Monthly Payment and the maturity
      date may not be changed (except pursuant to the terms of the Mortgage Note).
      If
      the credit of the proposed transferee does not meet such underwriting criteria,
      the Servicer diligently shall, to the extent permitted by the Mortgage or the
      Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
      Loan. The Servicer shall notify the Master Servicer and the Trustee that any
      such substitution of liability or assumption agreement has been completed and
      shall forward to the Custodian the original of any such substitution of
      liability 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. All fees collected by the Servicer for entering into an assumption
      or substitution of liability agreement shall belong to the
      Servicer.

    


    Notwithstanding
      the foregoing paragraphs of this Section 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 any assumption which the Servicer may
      be
      restricted by law from preventing, for any reason whatsoever. For purposes
      of
      this Section 4.04(a), 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.

    


    (b) Satisfaction
      of Mortgages and Release of Mortgage Files.
      Upon
      the payment in full of any Mortgage Loan, or the receipt by the Servicer of
      a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Servicer shall immediately notify the Master Servicer by
      a
      certification of a Servicing Officer, which certification shall include a
      statement to the effect that all amounts received or to be received in
      connection with such payment which are required to be deposited in the Custodial
      Account pursuant to Section 4.02(d) have been or will be so deposited, and
      the
      Servicer shall request delivery to it of the portion of the Mortgage File held
      by the Custodian in accordance with the provisions of Section 5.12.

    



    
      
         

      

      
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    In
      the
      event the Servicer satisfies or releases a Mortgage without having obtained
      payment in full of the indebtedness secured by the Mortgage or should it
      otherwise prejudice any right the Trustee on behalf of the Trust may have under
      the mortgage instruments, the Servicer, upon written demand, shall remit within
      two (2) Business Days to the Trust the then Outstanding Principal Balance of
      the
      related Mortgage Loan by deposit thereof in the Custodial Account. The Servicer
      shall maintain the Servicer Fidelity Bond and the Servicer Errors and Omissions
      Insurance Policy insuring the Servicer against any loss it may sustain with
      respect to any Mortgage Loan not satisfied in accordance with the procedures
      set
      forth herein.

    


    (c) Servicing
      Compensation.
      As
      compensation for its services hereunder, the Servicer shall be entitled to
      withdraw from the Custodial Account (to the extent of interest payments
      collected on the Mortgage Loans) or to retain from interest payments collected
      on the Mortgage Loans, the Servicing Fee, subject to Compensating Interest
      Payments. Additional servicing compensation in the form of assumption fees,
      as
      provided in Section 4.04(a), and late payment charges or otherwise shall be
      retained by the Servicer to the extent not required to be deposited in the
      Custodial Account. No Servicing Fee shall be payable in connection with partial
      Monthly Payments. 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 for in this
      Agreement.

    


    Section
      4.05. Representations,
      Warranties and Agreements.

    


    (a) Representations,
      Warranties and Agreements of the Servicer.
      The
      Servicer, as a condition to the consummation of the transactions contemplated
      hereby, hereby makes the following representations and warranties to the Master
      Servicer, the Depositor, the Seller, the Trustee and the Securities
      Administrator, as of the Closing Date:

    


    (i) Due
      Organization and Authority.
      The
      Servicer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Georgia and has all licenses necessary to carry
      out its business as now being conducted; the Servicer has the full power and
      authority and legal right to execute, deliver and perform, and to enter into
      and
      consummate all transactions contemplated by this Agreement and to conduct its
      business as presently conducted, has duly authorized the execution, delivery
      and
      performance of this Agreement and any agreements contemplated hereby, has duly
      executed and delivered this Agreement and any agreements contemplated hereby,
      and this Agreement and any agreements contemplated hereby, constitutes a legal,
      valid and binding obligation of the Servicer, enforceable against it in
      accordance with its terms, and all requisite corporate action has been taken
      by
      the Servicer to make this Agreement and all agreements contemplated hereby
      valid
      and binding upon the Servicer in accordance with their terms;

    


    (ii) Ordinary
      Course of Business.
      The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Servicer;

    



    
      
         

      

      
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    (iii) No
      Conflicts.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby, or the fulfillment of or compliance with
      the
      terms and conditions of this Agreement will conflict with any of the terms,
      conditions or provisions of the Servicer’s charter or by-laws or materially
      conflict with or result in a material breach of any of the terms, conditions
      or
      provisions of any legal restriction or any agreement or instrument to which
      the
      Servicer is now a party or by which it is bound, or constitute a default or
      result in an acceleration under any of the foregoing, or result in the material
      violation of any law, rule, regulation, order, judgment or decree to which
      the
      Servicer or their properties are subject;

    


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

    


    (v) No
      Litigation Pending.
      There
      is no litigation, suit, proceeding or investigation pending or, to the best
      of
      the Servicer’s knowledge, threatened, or any order or decree outstanding, with
      respect to the Servicer which, either in any one instance or in the aggregate,
      is reasonably likely to have a material adverse effect on the sale of the
      Mortgage Loans, the execution, delivery, performance or enforceability of this
      Agreement, or which is reasonably likely to have a material adverse effect
      on
      the financial condition of the Servicer;

    


    (vi) No
      Consent Required.
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of
      or compliance by the Servicer with this Agreement, or if required, such approval
      has been obtained prior to the Closing Date;

    


    (vii) Servicing
      Practices.
      The
      servicing practices used by the Servicer have been legal and in accordance
      with
      applicable laws and regulations and the mortgage loan documents, and in all
      material respects proper and prudent in the mortgage servicing business. Each
      Mortgage Loan has been serviced in all material respects with Accepted Servicing
      Practices. With respect to escrow deposits and payments that the Servicer,
      on
      behalf of the Trust, is entitled to collect, all such payments are in the
      possession of, or under the control of, the Servicer, and there exist no
      deficiencies in connection therewith for which customary arrangements for
      repayment thereof have not been made. All escrow payments have been collected
      in
      full compliance with state and federal law and the provisions of the related
      Mortgage Note and Mortgage. As to any Mortgage Loan that is the subject of
      an
      escrow, escrow of funds is not prohibited by applicable law and has been
      established. No escrow deposits or other charges or payments due under the
      Mortgage Note have been capitalized under any Mortgage or the related Mortgage
      Note;

    


    (viii) Ability
      to Service.
      The
      Servicer is equipped with such facilities, procedures and personnel necessary
      for the sound servicing of such mortgage loans. The Servicer is duly qualified,
      licensed, registered and otherwise authorized under all applicable federal,
      state and local laws, and regulations, if applicable, and is in good standing
      to
      sell mortgage loans to and service mortgage loans for Fannie Mae and Freddie
      Mac
      and no event has occurred which would make Servicer unable to comply with
      eligibility requirements or which would require notification to either Fannie
      Mae or Freddie Mac;

    



    
      
         

      

      
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    (ix) Servicing
      Fee.
      The
      Servicer acknowledges and agrees that the Servicing Fee represents reasonable
      compensation for performing such services and that the entire Servicing Fee
      shall be treated by the Servicer, for accounting and tax purposes, as
      compensation for the servicing and administration of the Mortgage Loans pursuant
      to this Agreement; and

    


    (x) No
      Commissions to Third Parties.
      The
      Servicer has not dealt with any broker or agent or anyone else who might be
      entitled to a fee or commission in connection with this transaction other than
      the Seller.

    


    (b) Remedies
      for Breach of Representations and Warranties of the Servicer.
      It is
      understood and agreed that the representations and warranties set forth in
      Sections 4.05(a) shall survive the engagement of the Servicer to perform the
      servicing responsibilities as of the Closing Date hereunder and the delivery
      of
      the Servicing Files to the Servicer and shall inure to the benefit of the Master
      Servicer and the Trustee. Upon discovery by either the Servicer, the Master
      Servicer or the Trustee of a breach of any of the foregoing representations
      and
      warranties which materially and adversely affects the ability of the Servicer
      to
      perform its duties and obligations under this Agreement or otherwise materially
      and adversely affects the value of the Mortgage Loans, the Mortgaged Property
      or
      the priority of the security interest on such Mortgaged Property or the
      interests of the Master Servicer or the Trustee, the party discovering such
      breach shall give prompt written notice to the other parties.

    


    Within
      sixty (60) days of the earlier of either discovery by or notice to the Servicer
      of any breach of a representation or warranty set forth in Section 4.05(a)
      which
      materially and adversely affects the ability of the Servicer to perform its
      duties and obligations under this Agreement or otherwise materially and
      adversely affects the value of the Mortgage Loans, the Mortgaged Property or
      the
      priority of the security interest on such Mortgaged Property, the Servicer
      shall
      use its best efforts promptly to cure such breach in all material respects
      and,
      if such breach cannot be cured, the Servicer shall, at the Master Servicer’s
      option, assign its rights and obligations under this Agreement (or respecting
      the affected Mortgage Loans) to a successor servicer.

    


    In
      addition, the Servicer shall indemnify all other parties to this Agreement
      and
      hold each of them harmless against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments,
      and other costs and expenses resulting from any claim, demand, defense or
      assertion based on or grounded upon, or resulting from, a breach of the
      Servicer’s representations and warranties contained in Section 4.05(a).

    


    Any
      cause
      of action against the Servicer relating to or arising out of the breach of
      any
      representations and warranties made in Section 4.05(a) shall accrue upon (i)
      discovery of such breach by the Servicer or notice thereof by the Master
      Servicer or the Trustee to the Servicer, (ii) failure by the Servicer to cure
      such breach within the applicable cure period, and (iii) demand upon the
      Servicer by the Master Servicer or the Trustee for compliance with this
      Agreement.

    



    
      
         

      

      
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    (c) Additional
      Indemnification by the Servicer.
      The
      Servicer shall indemnify the Master Servicer, the Trust, the Delaware Trustee,
      the Trustee, and the Securities Administrator and hold each of them harmless
      against any and all claims, losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments, and any other
      costs, fees and expenses (collectively, the “Liabilities”) that the indemnified
      party may sustain in any way related to the failure of the Servicer to perform
      its duties and service the Mortgage Loans in accordance with the terms of this
      Agreement. The Servicer shall immediately notify the Master Servicer, the
      Trustee and the Securities Administrator if a claim is made by a third party
      with respect to this Agreement or the Mortgage Loans that may result in such
      Liabilities, and the Servicer shall assume (with the prior written consent
      of
      the indemnified party) the defense of any such claim and pay all expenses in
      connection therewith, including counsel fees, promptly pay, discharge and
      satisfy any judgment or decree which may be entered against it or any
      indemnified party in respect of such claim and follow any written instructions
      received from such indemnified party in connection with such claim. The Servicer
      shall be reimbursed promptly from the Custodial Account for all amounts advanced
      by it pursuant to the preceding sentence except when the claim is in any way
      related to the Servicer’s indemnification pursuant to this Section 4.05(c), the
      failure of the Servicer to service and administer the Mortgage Loans in
      accordance with the terms of this Agreement, the breach of a representation
      or
      warranty set forth in Section 4.05(a) or the gross negligence, bad faith or
      willful misconduct of the Servicer.

    


    Section
      4.06. The
      Servicer.

    


    (a) Merger
      or Consolidation of the Servicer.
      The
      Servicer shall keep in full effect its existence, rights and franchises as
      a
      corporation under the laws of the state of its incorporation except as permitted
      herein, and shall obtain and preserve its qualification to do business as a
      foreign corporation in each jurisdiction in which such qualification is or
      shall
      be necessary to protect the validity and enforceability of this Agreement,
      or
      any of the Mortgage Loans and to perform its duties under this
      Agreement.

    


    Any
      Person into which the Servicer may be merged or consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Servicer
      shall be a party, or any Person succeeding to the business of the Servicer
      whether or not related to loan servicing, shall be the successor of the Servicer
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided, however, that the successor or surviving Person,
      or
      the parent company of such successor or surviving Person, shall be an
      institution (i) having a generally accepted accounting principles (“GAAP”) net
      worth not less than $25,000,000, (ii) which is a HUD-approved mortgagee whose
      primary business is in origination and servicing of residential mortgage loans,
      and (iii) who is a Fannie Mae or Freddie Mac approved seller/servicer in good
      standing; provided, however, that if such successor or surviving Person does
      not
      have a GAAP net worth of at least $25,000,000, the parent company of such
      successor or surviving Person shall act as guarantor with respect to such
      successor's obligations under this Agreement.

    


    (b) Limitation
      on Liability of the Servicer and Others.
      Neither
      the Servicer nor any of the directors, officers, employees or agents of the
      Servicer shall be under any liability to the Master Servicer, the Depositor,
      the
      Trustee or the Securities Administrator 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 Servicer or any such person against any
      breach of warranties or representations made herein, or failure to perform
      its
      obligations in strict compliance with any standard of care set forth in this
      Agreement, or any liability which would otherwise be imposed by reason of any
      breach of the terms and conditions of this Agreement (except to the extent
      otherwise covered by Section 4.05(c)). The Servicer and any director, officer,
      employee or agent of the Servicer may rely in good faith on any document of
      any
      kind prima facie properly executed and submitted by any Person respecting any
      matters arising hereunder. The Servicer shall not be under any obligation to
      appear in, prosecute or defend any legal action which is not incidental to
      its
      duties to service the Mortgage Loans in accordance with this Agreement and
      which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that
      the Servicer may undertake any such action which it may deem necessary or
      desirable in respect of this Agreement and the rights and duties of the parties
      hereto. In such event, the Servicer shall be entitled to reimbursement from
      the
      Custodial Account for the reasonable legal expenses and costs of such action.
      

    



    
      
         

      

      
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    The
      Servicer and any director, officer, employee or agent of the Servicer shall
      be
      indemnified and held harmless by the Trust against any and all Liabilities
      incurred in connection with any legal action relating to this Agreement or
      the
      Certificates, except to the extent such Liabilities resulted from or arose
      out
      of the negligence, bad faith or willful misfeasance in the performance of the
      Servicer’s (or any director, officer, employee or agent of the Servicer) duties
      hereunder or by reason of its reckless disregard of its obligations and duties
      hereunder.

    


    (c) Limitation
      on Resignation and Assignment by the Servicer.
      The
      Servicer shall not assign this Agreement or resign from the obligations and
      duties hereby imposed on it except by mutual consent of the Servicer and the
      Master Servicer or upon the determination that its duties hereunder are no
      longer permissible under applicable law and such incapacity cannot be cured
      by
      the Servicer. Any such determination permitting the resignation of the Servicer
      shall be evidenced by an Opinion of Counsel to such effect delivered to the
      Seller, the Master Servicer and the Trustee, which Opinion of Counsel shall
      be
      in form and substance acceptable to each of them. No such resignation shall
      become effective until a successor shall have assumed the Servicer's
      responsibilities and obligations hereunder in the manner provided in Section
      4.08.

    


    With
      respect to the retention of the Servicer to service the Mortgage Loans
      hereunder, the Servicer acknowledges that the Seller, Master Servicer and
      Trustee have acted in reliance upon the Servicer's independent status, the
      adequacy of its servicing facilities, plan, personnel, records and procedures,
      its integrity, reputation and financial standing and the continuance thereof.
      Without in any way limiting the generality of this Section, the Servicer shall
      not either assign this Agreement or the servicing hereunder or delegate its
      rights or duties hereunder or any portion thereof, or sell or otherwise dispose
      of all or substantially all of its property or assets, other than in the normal
      course of business, without the prior written approval of the Seller, the Master
      Servicer and the Trustee, which consent shall not be unreasonably withheld;
      provided
      that the
      Servicer may assign the Agreement and the servicing hereunder without the
      consent of the Seller, the Master Servicer and the Trustee to an affiliate
      of
      the Servicer to which all servicing of the Servicer is assigned so long as
      (i)
      such affiliate is a Fannie Mae and Freddie Mac approved servicer and (ii) if
      it
      is intended that such affiliate be spun off to the shareholders of the Servicer,
      such affiliate has a GAAP net worth of at least $25,000,000 and (iii) such
      affiliate shall deliver to the Seller, the Master Servicer and the Trustee
      a
      certification pursuant to which such affiliate shall agree to be bound by the
      terms and conditions of this Agreement and shall certify that such affiliate
      is
      a Fannie Mae and Freddie Mac approved servicer in good standing.

    



    
      
         

      

      
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    Without
      in any way limiting the generality of this Section 4.06(c), in the event that
      the Servicer shall assign this Agreement or the servicing responsibilities
      hereunder or delegate its duties hereunder or any portion thereof without (i)
      satisfying the requirements set forth herein or (ii) the prior written consent
      of the then such parties shall have the right to terminate this Agreement,
      without any payment of any penalty or damages and without any liability
      whatsoever to the Servicer (other than with respect to accrued but unpaid
      Servicing Fees and Servicing Advances remaining unpaid) or any third party.
      Nothing in this Section shall restrict the right of the Servicer to cause the
      Mortgage Loans to be subserviced as provided in this Agreement.

    


    (d) Successor
      Servicers.
      The
      provisions of Sections 4.06(a), (b) and (c) shall apply to any successor to
      the
      Servicer hereunder.

    


    Section
      4.07.Termination
      for Cause.
      

    


    Any
      of
      the following occurrences shall constitute an event of default (each, a
“Servicer Event of Default”) on the part of the Servicer:

    


    (i) any
      failure by the Servicer to remit to the Master Servicer any payment required
      to
      be made under the terms of this Agreement which continues unremedied for a
      period of one (1) Business Day; or

    


    (ii) failure
      by the Servicer duly to observe or perform in any material respect any other
      of
      the covenants or agreements on the part of the Servicer set forth in this
      Agreement (other than with respect to Section 8.01, Section 8.02, Section 8.03
      or Section 8.04(b)(ii)) 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 Master Servicer
      and
      the remedial period provided for herein has expired; or

    


    (iii) the
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects the Servicer's ability to perform its
      obligations hereunder; or

    


    (iv) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, including bankruptcy, marshalling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Servicer and such decree or order
      shall have remained in force undischarged or unstayed for a period of sixty
      (60)
      days; or

    



    
      
         

      

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

    


    (vi) the
      Servicer shall admit in writing its inability to pay its debts 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,
      voluntarily suspend payment of its obligations; or

    


    (vii) the
      Servicer ceases to be approved by either Fannie Mae or Freddie Mac as a mortgage
      loan seller or servicer for more than thirty (30) days; or

    


    (viii) the
      Servicer attempts to assign its right to servicing compensation hereunder or
      the
      Servicer attempts, without the consent of the Master Servicer, to sell or
      otherwise dispose of all or substantially all of its property or assets or
      to
      assign this Agreement or the servicing responsibilities hereunder or to delegate
      its duties hereunder or any portion thereof; or

    


    (ix) the
      Servicer fails to meet the eligibility criteria set forth in the last sentence
      of Section 4.06(a); or

    


    (x) failure
      by the Servicer to duly perform its obligations under Section 8.01, Section
      8.02, Section 8.03 or Section 8.04(b)(ii) within the required time period set
      forth in such Sections.

    


    Then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied, the Master Servicer, by notice in writing to the Servicer, in addition
      to whatever rights the Master Servicer may have under Sections 3.03 and 4.05(c)
      and at law or equity or to damages, including injunctive relief and specific
      performance, may, and shall, if so directed by the Majority Certificateholders,
      terminate all the rights and obligations of the Servicer under this Agreement
      and in and to the Mortgage Loans and the proceeds thereof without compensating
      the Servicer for the same. On or after the receipt by the Servicer of such
      written notice, all authority and power of the Servicer under this Agreement,
      whether with respect to the Mortgage Loans or otherwise, shall pass to and
      be
      vested in the successor appointed pursuant to Section 4.08. Upon written request
      from the Master Servicer, the Servicer shall prepare, execute and deliver,
      any
      and all documents and other instruments, place in such successor's possession
      all Mortgage Files, and 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, at the Servicer's sole expense. The Servicer
      agrees to cooperate with the Master Servicer and such successor in effecting
      the
      termination of the Servicer's responsibilities and rights hereunder, including,
      without limitation, the transfer to such successor for administration by it
      of
      all cash amounts which shall at the time be credited by the Servicer to the
      Custodial Account or Escrow Account or thereafter received with respect to
      the
      Mortgage Loans or any REO Property.

    



    
      
         

      

      
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    By
      a
      written notice, the Master Servicer may waive any default by the Servicer in
      the
      performance of its obligations hereunder and its consequences. Upon any waiver
      of a past default, such default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been remedied for every purpose of
      this Agreement. No such waiver shall extend to any subsequent or other default
      or impair any right consequent thereon except to the extent expressly so
      waived.

    


    Section
      4.08.Successor
      to Servicer.
      Prior
      to termination of the Servicer's responsibilities and duties under this
      Agreement pursuant to Sections 4.06(c), 4.07 and 5.09, the Master Servicer
      shall
      (i) succeed to and assume all of the Servicer's responsibilities, rights, duties
      and obligations under this Agreement, or (ii) appoint a successor having the
      characteristics set forth in Section 4.06(a) hereof acceptable to the Rating
      Agencies, as evidenced by a letter from each Rating Agency to the effect that
      such an appointment will not result in a qualification, withdrawal or downgrade
      of the then current rating of any of the Certificates, and which shall succeed
      to all rights and assume all of the responsibilities, duties and liabilities
      of
      the Servicer under this Agreement prior to the termination of the Servicer's
      responsibilities, duties and liabilities under this Agreement. In connection
      with such appointment and assumption, the Master Servicer may make such
      arrangements for the compensation of such successor out of payments on Mortgage
      Loans as the Master Servicer and such successor shall agree. In the event that
      the Servicer's duties, responsibilities and liabilities under this Agreement
      should be terminated pursuant to the aforementioned Sections, the Servicer
      shall
      discharge such duties and responsibilities during the period from the date
      it
      acquires knowledge of such termination until the effective date thereof with
      the
      same degree of diligence and prudence which it is obligated to exercise under
      this Agreement, and shall take no action whatsoever that might impair or
      prejudice the rights or financial condition of its successor. The resignation
      or
      removal of the Servicer pursuant to the aforementioned Sections shall not become
      effective until a successor shall be appointed pursuant to this Section and
      shall in no event relieve the Servicer of the representations and warranties
      made pursuant to Section 4.05(a) and the remedies available to the Master
      Servicer and the Trustee under Sections 4.05(b) and 4.05(c), it being understood
      and agreed that the provisions of such Sections 4.05(a), 4.05(b) and 4.05(c)
      shall be applicable to the Servicer notwithstanding any such resignation or
      termination of the Servicer, or the termination of this Agreement.

    


    Any
      successor appointed as provided herein shall execute, acknowledge and deliver
      to
      the Servicer and to the Master Servicer an instrument accepting such
      appointment, whereupon such successor shall become fully vested with all the
      rights, powers, duties, responsibilities, obligations and liabilities of the
      Servicer, with like effect as if originally named as a party to this Agreement.
      Any termination or resignation of the Servicer or this Agreement pursuant to
      Section 4.06(c), 4.07 or 5.09 shall not affect any claims that the Master
      Servicer may have against the Servicer arising prior to any such termination
      or
      resignation.

    


    The
      Servicer shall promptly deliver to the successor the funds in the Custodial
      Account and the Escrow Account and the Mortgage Files and related documents
      and
      statements held by it hereunder and the Servicer shall account for all funds.
      The Servicer shall execute and deliver such instruments and do such other things
      all as may reasonably be required to more fully and definitely vest and confirm
      in the successor all such rights, powers, duties, responsibilities, obligations
      and liabilities of the Servicer. Within ten (10) Business Days of the execution
      and delivery of such instruments, the successor shall reimburse the Servicer
      for
      unrecovered Servicing Advances which the successor retains hereunder and which
      would otherwise have been recovered by the Servicer pursuant to this Agreement
      but for the appointment of the successor servicer.

    



    
      
         

      

      
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    Upon
      a
      successor's acceptance of appointment as such, the Servicer shall notify by
      mail
      the Trustee, the Master Servicer, the Securities Administrator, the Seller
      and
      the Depositor of such appointment.

    


    Section
      4.09. Subservicers
      and Subservicing Agreements.

    


    (a) The
      Mortgage Loans may be subserviced by a Subservicer on behalf of the Servicer
      provided
      that the
      Subservicer is an entity that engages in the business of servicing loans, and
      in
      either case shall be authorized to transact business, and licensed to service
      mortgage loans, 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 Subservicer to perform its obligations hereunder and under the
      related subservicing agreement, and in either case shall be a Freddie Mac or
      Fannie Mae approved mortgage servicer in good standing, and no event has
      occurred, including but not limited to a change in insurance coverage, which
      would make it unable to comply with the eligibility requirements for lenders
      imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or Freddie
      Mac, or which would require notification to Fannie Mae or Freddie Mac. In
      addition, each Subservicer will obtain and preserve its qualifications to do
      business as a foreign corporation and its licenses to service mortgage loans,
      in
      each jurisdiction in which such qualifications and/or licenses are or shall
      be
      necessary to protect the validity and enforceability of this Agreement, or
      any
      of the Mortgage Loans and to perform or cause to be performed its duties under
      the related subservicing agreement. The Servicer may perform any of its
      servicing responsibilities hereunder or may cause a Subservicer to perform
      any
      such servicing responsibilities on its behalf, but the use by the Servicer
      of a
      Subservicer shall not release the Servicer from any of its obligations hereunder
      and the Servicer shall remain responsible hereunder for all acts and omissions
      of the Subservicer as fully as if such acts and omissions were those of the
      Servicer. The Servicer shall pay all fees and expenses of the Subservicer from
      its own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
      The
      Servicer shall notify the Master Servicer promptly in writing upon the
      appointment of any Subservicer. 

    


    (b) At
      the
      cost and expense of the Servicer, without any right of reimbursement from the
      Custodial Account, the Servicer shall be entitled to terminate the rights and
      responsibilities of a Subservicer and arrange for any servicing responsibilities
      to be performed by a successor Subservicer meeting the requirements in the
      preceding paragraph, provided, however, that nothing contained herein shall
      be
      deemed to prevent or prohibit the Servicer, at the Servicer’s option, from
      electing to service the Mortgage Loans itself. In the event that the Servicer’s
      responsibilities and duties under this Agreement are terminated and if requested
      to do so by the Master Servicer, the Servicer shall at its own cost and expense
      terminate the rights and responsibilities of any Subservicer effective as of
      the
      date of termination of the Servicer. The Servicer shall pay all fees, expenses
      or penalties necessary in order to terminate the rights and responsibilities
      of
      the Subservicer from the Servicer’s own funds without reimbursement from the
      Trust.

    



    
      
         

      

      
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    (c) Any
      subservicing agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer shall be deemed to be between the
      Subservicer and the Servicer alone and the Master Servicer and the Trustee
      shall
      not be deemed parties thereto and shall have no claims, rights, obligations,
      duties or liabilities with respect to any Subservicer, except that the Trustee
      shall have such claims or rights that arise as a result of any funds held by
      a
      Subservicer in trust for or on behalf of the Trust. Notwithstanding the
      execution of any subservicing agreement, the Servicer shall not be relieved
      of
      any liability hereunder and shall remain obligated and liable for the servicing
      and administration of the Mortgage Loans.

    


    (d) Any
      subservicing agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer shall be deemed to be between the
      Subservicer and Servicer alone, and none of the Master Servicer, the Delaware
      Trustee, the Trustee, the Depositor or the Trust shall have any obligations,
      duties or liabilities with respect to any Subservicer including any obligation,
      duty or liability of such parties to pay the Subservicer's fees and expenses.
      For purposes of distributions and advances by the Servicer pursuant to this
      Agreement, the Servicer shall be deemed to have received a payment on a Mortgage
      Loan when the Subservicer has received such payment.

    


    ARTICLE
      V

     

    ADMINISTRATION
      AND MASTER SERVICING OF MORTGAGE LOANS

    BY
      THE
      MASTER SERVICER AND THE SECURITIES ADMINISTRATOR

    


    Section
      5.01. Duties
      of
      the Master Servicer; Representations and WarrantiesSection
      5.02. .
      

    


    (a) For
      and
      on behalf of the Trust, the Trustee and the Certificateholders, the Master
      Servicer shall master service the Mortgage Loans from and after the Closing
      Date
      in accordance with the provisions of this Article V. The Master Servicer hereby
      represents and warrants to the Depositor, the Trust, the Trustee, the Securities
      Administrator and the Servicer, as of the Closing Date, that:

    


    (i) it
      is
      validly existing and in good standing as a federally chartered national banking
      association and as Master Servicer has full power and authority to transact
      any
      and all business contemplated by this Agreement and to execute, deliver and
      comply with its obligations under the terms of this Agreement, the execution,
      delivery and performance of which have been duly authorized by all necessary
      corporate action on the part of the Master Servicer. The Master Servicer is
      duly
      qualified to do business as a foreign corporation and is in good standing in
      each jurisdiction in which the character of the business transacted by it or
      properties owned or leased by it requires such qualification and in which the
      failure to so qualify would have a material adverse effect on the business,
      properties, assets, or condition (financial or other) of the Master Servicer
      or
      the validity or enforceability of this Agreement;

    


    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this Agreement will not (A) violate
      the Master Servicer’s charter or bylaws, (B) violate any law or regulation or
      any administrative decree or order to which it is subject or (C) 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 contract,
      agreement or other instrument to which the Master Servicer is a party or by
      which it is bound or to which any of its assets are subject, which violation,
      default or breach would materially and adversely affect the Master Servicer’s
      ability to perform its obligations under this Agreement;

    



    
      
         

      

      
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    (iii) this
      Agreement constitutes, assuming due authorization, execution and delivery hereof
      by the other respective parties hereto, a legal, valid and binding obligation
      of
      the Master Servicer, enforceable against it in accordance with the terms hereof,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors’ rights in general, and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law);

    


    (iv) the
      Master Servicer is not in default with respect to any order or decree of any
      court or any order or regulation of any federal, state, municipal or
      governmental agency to the extent that any such default would materially and
      adversely affect its performance hereunder;

    


    (v) the
      Master Servicer is not a party to or bound by any agreement or instrument or
      subject to any charter provision, bylaw or any other corporate restriction
      or
      any judgment, order, writ, injunction, decree, law or regulation that may
      materially and adversely affect its ability as Master Servicer to perform its
      obligations under this Agreement or that requires the consent of any third
      person to the execution of this Agreement or the performance by the Master
      Servicer of its obligations under this Agreement; 

    


    (vi) no
      litigation is pending or, to the best of the Master Servicer’s knowledge,
      threatened against the Master Servicer which would prohibit its entering into
      this Agreement or performing its obligations under this Agreement;

    


    (vii) the
      Master Servicer, or an affiliate thereof the primary business of which is the
      servicing of residential mortgage loans, is a Fannie Mae- or Freddie
      Mac-approved seller/servicer of residential mortgage loans for Fannie Mae,
      Freddie Mac and HUD;

    


    (viii) no
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of or compliance by the Master Servicer with this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations and orders (if any) as have been
      obtained;

    


    (ix) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Master Servicer;

    



    
      
         

      

      
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    (x) the
      Master Servicer has obtained a Master Servicer Errors and Omissions Insurance
      Policy and a Master Servicer Fidelity Bond in accordance with Section 5.02
      each
      of which is in full force and effect, and each of which provides at least such
      coverage as is required hereunder; and

    


    (xi) the
      information about the Master Servicer under the heading “The Master Servicer” in
      the Offering Documents relating to the Master Servicer does not include an
      untrue statement of a material fact and does not omit to state a material fact,
      with respect to the statements made, necessary in order to make the statements
      in light of the circumstances under which they were made not
      misleading.

    


    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 5.01 shall survive the execution and delivery of this Agreement. The
      Master Servicer shall indemnify the Seller, the Depositor, the Trust, the
      Delaware Trustee, the Trustee, the Securities Administrator and the Servicer
      and
      hold them harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Master Servicer’s representations and warranties
      contained in this Section 5.01. It is understood and agreed that the enforcement
      of the obligation of the Master Servicer set forth in this Section to indemnify
      the foregoing parties as provided in this Section constitutes the sole remedy
      (other than as set forth in Section 9.01) of such parties respecting a breach
      of
      the foregoing representations and warranties. Such indemnification shall survive
      any termination of the Master Servicer as Master Servicer hereunder, and any
      termination of this Agreement.

    


    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by the Seller, the Depositor, the Trustee, the
      Securities Administrator or the Servicer or notice thereof by any one of such
      parties to the other parties. Notwithstanding anything in this Agreement to
      the
      contrary, the Master Servicer shall not be liable for special, indirect or
      consequential losses or damages of any kind whatsoever (including, but not
      limited to, lost profits).

    


    Section
      5.02. Master
      Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
      Policy.

    


    (a) The
      Master Servicer, at its expense, shall maintain in effect a Master Servicer
      Fidelity Bond and a Master Servicer 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
      Master Servicer Errors and Omissions Insurance Policy and the Master Servicer
      Fidelity Bond shall be in such form and amount that would be consistent with
      coverage customarily maintained by master servicers of mortgage loans similar
      to
      the Mortgage Loans and shall by its terms not be cancelable without thirty
      days’
prior written notice to the Trustee. The Master Servicer shall provide the
      Depositor and the Trustee, upon request, with a copy of such policy and fidelity
      bond. The Master Servicer shall (i) require the Servicer to maintain a
      Servicer Errors and Omissions Insurance Policy and a Servicer Fidelity Bond
      in
      accordance with the provisions of Section 4.02(l) of this Agreement, (ii) cause
      the Servicer to provide to the Master Servicer certificates evidencing that
      such
      policy and bond is in effect and to furnish to the Master Servicer any notice
      of
      cancellation, non-renewal or modification of the policy or bond received by
      it,
      as and to the extent provided in Section 4.02(l) of the Agreement, and (iii)
      furnish copies of such policies and of the certificates and notices referred
      to
      in clause (ii) to the Trustee upon request.

    



    
      
         

      

      
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    (b) The
      Master Servicer shall promptly report to the Trustee and the Securities
      Administrator any material changes that may occur in the Master Servicer
      Fidelity Bond or the Master Servicer Errors and Omissions Insurance Policy
      and
      shall furnish either such party, on request, certificates evidencing that such
      bond and insurance policy are in full force and effect. The Master Servicer
      shall promptly report to the Trustee and the Securities Administrator all cases
      of embezzlement or fraud, if such events involve funds relating to the Mortgage
      Loans. The total losses, regardless of whether claims are filed with the
      applicable insurer or surety, shall be disclosed in such reports together with
      the amount of such losses covered by insurance. If a bond or insurance claim
      report is filed with any of such bonding companies or insurers, the Master
      Servicer shall promptly furnish a copy of such report to the Trustee and the
      Securities Administrator. Any amounts relating to the Mortgage Loans collected
      by the Master Servicer under any such bond or policy shall be promptly remitted
      by the Master Servicer to the Securities Administrator for deposit into the
      Collection Account. Any amounts relating to the Mortgage Loans collected by
      the
      Servicer under any such bond or policy shall be remitted to the Master
      Servicer.

    


    Section
      5.03.Master
      Servicer’s Financial Statements and Related Information.
      For
      each year this Agreement is in effect, the Master Servicer shall deliver to
      the
      Securities Administrator, the Trustee, each Rating Agency and the Depositor
      a
      copy of its annual unaudited financial statements on or prior to May 31 of
      each year, beginning May 31, 2008. Such financial statements shall include
      a
      balance sheet, income statement, statement of retained earnings, statement
      of
      additional paid-in capital, statement of changes in financial position and
      all
      related notes and schedules and shall be in comparative form, certified by
      a
      nationally recognized firm of Independent Accountants to the effect that such
      statements were examined and prepared in accordance with generally accepted
      accounting principles applied on a basis consistent with that of the preceding
      year.

    


    Section
      5.04. Power
      to Act; Procedures.

    


    (a) 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; provided
      that the
      Master Servicer shall not take, or knowingly permit the Servicer to take, any
      action that is inconsistent with or prejudices the interests of the Trust,
      the
      Trustee or the Certificateholders in any Mortgage Loan or the rights and
      interests of the Depositor, the Trust, the Trustee and the Certificateholders
      under this Agreement. The Master Servicer shall represent and protect the
      interests of the Trust, the Trustee and the Certificateholders in the same
      manner as it protects its own interests in mortgage loans in its own portfolio
      in any claim, proceeding or litigation regarding a Mortgage Loan and shall
      not
      make or knowingly permit any Servicer to make any modification, waiver or
      amendment of any term of any Mortgage Loan that would cause an Adverse REMIC
      Event. Without limiting the generality of the foregoing, the Master Servicer
      in
      its own name, and the Servicer, to the extent such authority is delegated to
      such Servicer under this Agreement, is hereby authorized and empowered by the
      Trustee when the Master Servicer or such Servicer, as the case may be, believes
      it appropriate in its best judgment and in accordance with Accepted Servicing
      Practices, to execute and deliver, on behalf of itself and the
      Certificateholders, the Securities Administrator, the Trustee or any of them,
      any and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge and all other comparable instruments, with respect to
      the
      Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall
      furnish the Master Servicer, upon request, with any powers of attorney (on
      the
      standard form used by the Trustee) empowering the Master Servicer or the
      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 as the Master Servicer may request, necessary or appropriate to enable
      the Master Servicer to master service the Mortgage Loans and carry out its
      duties hereunder, and to allow the Servicer to service the Mortgage Loans in
      each case in accordance with Accepted Servicing Practices (and the Trustee
      or
      the Securities Administrator shall have no liability for misuse of any such
      powers of attorney by the Master Servicer or the Servicer). 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, then
      upon request of the Trustee, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 7.10 of this Agreement.
      In
      no event shall the Master Servicer, without the Trustee’s written consent: (i)
      initiate any action, suit or proceeding solely under the Trustee’s name without
      indicating the Master Servicer’s representative capacity or (ii) take any action
      with the intent to cause, and which actually does cause, the Trustee to be
      registered to do business in any state. The Master Servicer shall indemnify
      the
      Trustee for any and all costs, liabilities and expenses incurred by the Trustee
      in connection with the negligent or willful misuse of such powers of attorney
      by
      the Master Servicer. 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.

    



    
      
         

      

      
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    (b) In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures and exercise the same care that it customarily employs and exercises
      in master servicing and administering loans for its own account, giving due
      consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. 

    


    Section
      5.05.Enforcement
      of Servicer’s and Master Servicer’s Obligations.
      

    


    (a) The
      Master Servicer shall not be required to (i) take any action with respect to
      the
      servicing of any Mortgage Loan that the Servicer is not required to take under
      this Agreement and (ii) cause the Servicer to take any action or refrain from
      taking any action if this Agreement does not require the Servicer to take such
      action or refrain from taking such action.

    



    
      
         

      

      
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    (b) The
      Master Servicer, for the benefit of the Trust, the Trustee and the
      Certificateholders, shall enforce the obligations of the Servicer hereunder,
      and
      shall, in the event that the Servicer fails to perform its obligations in
      accordance herewith, terminate the rights and obligations of the Servicer
      hereunder and either act as servicer of the related Mortgage Loans or cause
      other parties hereto to either assume the obligations of the Servicer under
      this
      Agreement (or agree to execute and deliver a successor servicing or subservicing
      agreement with a successor servicer). Such enforcement, including, without
      limitation, the legal prosecution of claims, termination of servicing or
      subservicing rights and the pursuit of other appropriate remedies, shall be
      in
      such form and carried out to such an extent and at such time as the Master
      Servicer, in its good faith business judgment, would require were it the owner
      of the related Mortgage Loans. The Master Servicer shall pay the costs of such
      enforcement at its own expense, and shall be reimbursed therefor initially
      (i)
      from a general recovery resulting from such enforcement only to the extent,
      if
      any, that such recovery exceeds all amounts due in respect of the related
      Mortgage Loans, (ii) from a specific recovery of costs, expenses or attorneys’
fees against the party against whom such enforcement is directed, and then,
      (iii) to the extent that such amounts are insufficient to reimburse the Master
      Servicer for the costs of such enforcement, from the Collection
      Account.

    


    Section
      5.06. Collection
      Account.

    


    (a) On
      the
      Closing Date, the Master Servicer shall open and shall thereafter maintain
      a
      segregated account held in trust in the name of the Trustee (the “Collection
      Account”), entitled “Collection Account, U.S. Bank National Association, as
      Trustee, in trust for Holders of the HomeBanc Mortgage Trust 2007-1, Mortgage
      Pass-Through Certificates.” The Collection Account shall relate solely to the
      Certificates issued pursuant to this Agreement, and funds deposited in the
      Collection Account shall not be commingled with any other monies. 

    


    (b) The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Master Servicer shall establish
      a
      new Collection Account that is an Eligible Account within ten (10) days and
      transfer all funds and investment property on deposit in such existing
      Collection Account into such new Collection Account.

    


    (c) The
      Master Servicer shall give to the Securities Administrator and the Trustee
      prior
      written notice of the name and address of the depository institution at which
      the Collection Account is maintained and the account number of such Collection
      Account. The Master Servicer shall take such actions as are necessary to cause
      the depository institution holding the Collection Account to hold such account
      in the name of the Trustee. On each Distribution Date, the entire amount on
      deposit in the Collection Account relating to the Mortgage Loans (subject to
      permitted withdrawals set forth in Section 5.07), other than amounts not
      included in the Group I Available Distribution Amount, Group II Interest Funds
      or Group II Principal Funds to be paid to Certificateholders for such
      Distribution Date, shall be applied to make the requested payment of principal
      and/or interest on each Class of Certificates.

    


    (d) The
      Master Servicer shall deposit or cause to be deposited in the Collection Account
      on the earlier of the applicable Distribution Date and one Business Day
      following receipt thereof, the following amounts received or payments made
      by
      the Master Servicer (other than in respect of principal of and interest on
      the
      Mortgage Loans due on or before the
      Cut-off Date):

    



    
      
         

      

      
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    (i) all
      remittances from the Custodial Account to the Master Servicer pursuant to
      Section 4.03;

    


    (ii) all
      Monthly Advances made by the Servicer or the Master Servicer pursuant to Section
      6.11 hereof and any payment in respect of Prepayment Interest Shortfalls paid
      by
      the Master Servicer pursuant to Section 5.16 hereof; and

    


    (iii) the
      Purchase Price of any Mortgage Loan repurchased by the Depositor or the Seller
      during the related Prepayment Period or any other Person and any Substitution
      Amount related to any Qualifying Substitute Mortgage Loan.

    


    (e) Funds
      in
      the Collection Account may be invested by the Master Servicer in Eligible
      Investments selected by and at the written direction of the Master Servicer,
      which shall mature not later than one Business Day prior to the next
      Distribution Date (or on the Distribution Date with respect to any Eligible
      Investment of the Master Servicer or any other fund managed or advised by it
      or
      any Affiliate) and any such Eligible Investment shall not be sold or disposed
      of
      prior to its maturity. All such Eligible Investments shall be made in the name
      of the Master Servicer in trust for the benefit of the Trustee and the
      Certificateholders. All income and gain net of the Trustee Fee, the Custodian
      Fee and any losses realized from any such investment of funds on deposit in
      the
      Collection Account shall be for the benefit of the Master Servicer and shall
      be
      subject to its withdrawal or order from time to time, subject to Section 5.07
      and shall not be part of the Trust. The amount of any losses incurred in respect
      of any such investments shall be deposited in such Collection Account by the
      Master Servicer out of its own funds, without any right of reimbursement
      therefor, immediately as realized. The foregoing requirements for deposit in
      the
      Collection Account are exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments of interest on funds in
      the
      Collection Account and payments in the nature of late payment charges,
      assumption fees and other incidental fees and charges relating to the Mortgage
      Loans need not be deposited by the Master Servicer in the Collection Account
      and
      may be retained by the Master Servicer or the Servicer, as applicable, as
      additional servicing compensation. If the Master Servicer deposits in the
      Collection Account any amount not required to be deposited therein, it may
      at
      any time withdraw such amount from such Collection Account. 

    


    Section
      5.07.Application
      of Funds in the Collection Account.
      The
      Master Servicer shall withdraw funds from the Collection Account for payments
      to
      the Certificate Account pursuant to Section 6.07. In addition, the Master
      Servicer may prior to making the payments pursuant to Section 6.07 from time
      to
      time make withdrawals from the Collection Account for the following
      purposes:

    


    (i) to
      pay to
      the Trustee, the Trustee Fee, to pay to the Custodian, the Custodian Fee and
      to
      pay the Delaware Trustee, the Delaware Trustee Fee, in each case on the
      Distribution Date each year in the month in which such Trustee Fee, Delaware
      Trustee Fee and the Custodian Fee, as applicable, are due and payable pursuant
      to the terms of the respective fee letter agreements with the Trustee, the
      Custodian and the Delaware Trustee, but only to the extent of income earned
      on
      the funds on deposit in the Collection Account;

    



    
      
         

      

      
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    (ii) to
      reimburse the Master Servicer or the Servicer, as applicable, for any previously
      unreimbursed Monthly Advances or Servicing Advances made by any such party,
      such
      right to reimbursement pursuant to this subclause (ii) being limited to amounts
      received on or in respect of a particular Mortgage Loan (including, for this
      purpose, Liquidation Proceeds, Condemnation Proceeds and amounts representing
      Insurance Proceeds with respect to the property subject to the related Mortgage)
      which represent late recoveries (net of the applicable Servicing Fee) of
      payments of principal or interest respecting which any such Monthly Advance
      was
      made, it being understood, in the case of any such reimbursement, that the
      Master Servicer’s or Servicer’s right thereto shall be prior to the rights of
      the Certificateholders;

    


    (iii) to
      reimburse the Master Servicer or the Servicer following a final liquidation
      of a
      Mortgage Loan for any previously unreimbursed Monthly Advances made by any
      such
      party (A) that such party determines in good faith will not be recoverable
      from
      amounts representing late recoveries of payments of principal or interest
      respecting the particular Mortgage Loan as to which such Monthly Advance was
      made or from Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
      with respect to such Mortgage Loan and/or (B) to the extent that such
      unreimbursed Monthly Advances exceed the related Liquidation Proceeds,
      Condemnation Proceeds or Insurance Proceeds, it being understood, in the case
      of
      each such reimbursement, that the Master Servicer’s or Servicer’s right thereto
      shall be prior to the rights of the Certificateholders;

    


    (iv) to
      reimburse the Master Servicer or the Servicer from Liquidation Proceeds,
      Condemnation Proceeds or Insurance Proceeds for Liquidation Expenses and for
      amounts expended by it pursuant to Section 4.02(n) in good faith in connection
      with the restoration of damaged property and, to the extent that Liquidation
      Proceeds, Condemnation Proceeds or Insurance Proceeds after such reimbursement
      exceed the unpaid principal balance of the related Mortgage Loan, together
      with
      accrued and unpaid interest thereon at the applicable Mortgage Rate less the
      Servicing Fee Rate for such Mortgage Loan to the Due Date next succeeding the
      date of its receipt of such Liquidation Proceeds, Condemnation Proceeds or
      Insurance Proceeds, to pay to the Master Servicer or the Servicer out of such
      excess the amount of any unpaid assumption fees, late payment charges or other
      Mortgagor charges on the related Mortgage Loan and to retain any excess
      remaining thereafter as additional servicing compensation, it being understood,
      in the case of any such reimbursement or payment, that such Master Servicer’s or
      Servicer’s right thereto shall be prior to the rights of the
      Certificateholders;

    


    (v) to
      pay to
      the Depositor or the Seller or any other Person, as applicable, with respect
      to
      each Mortgage Loan or REO Property acquired in respect thereof that has been
      purchased pursuant to this Agreement, all amounts received thereon and not
      paid
      on the date on which the related repurchase was effected, and to pay to the
      applicable party any Monthly Advances and Servicing Advances to the extent
      specified in the definition of Purchase Price;

    


    (vi) to
      the
      extent not paid by the Servicer, to pay any insurance premium with respect
      to a
      Mortgage Loan;

    



    
      
         

      

      
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    (vii) to
      pay to
      the Master Servicer income earned on the investment of funds on deposit in
      the
      Collection Account net of amounts paid to the Trustee, the Custodian and the
      Delaware Trustee in accordance with subsection (i) above;

    


    (viii) to
      make
      payment to the Master Servicer, the Securities Administrator, the Servicer,
      the
      Delaware Trustee, the Trustee, the Custodian and others pursuant to any
      provision of any Operative Agreement;

    


    (ix) to
      withdraw funds deposited in error in the Collection Account;

    


    (x) to
      clear
      and terminate the Collection Account pursuant to Article IX; and

    


    (xi) to
      reimburse a successor master servicer (solely in its capacity as successor
      master servicer), for any fee or advance occasioned by a termination of the
      Master Servicer and the assumption of such duties by the Trustee as successor
      master servicer or a successor master servicer appointed by the Trustee pursuant
      to Section 9.01, in each case to the extent not reimbursed by the terminated
      Master Servicer, it being understood, in the case of any such reimbursement
      or
      payment, that the right of such successor master servicer or the Trustee thereto
      shall be prior to the rights of the Certificateholders.

    


    In
      connection with withdrawals pursuant to subclauses (ii) through (iv) above,
      the
      Master Servicer’s or the Servicer’s or such other Person’s entitlement thereto
      is limited to collections or other recoveries on the related Mortgage Loan.
      The
      Master Servicer shall therefore keep and maintain a separate accounting for
      each
      Mortgage Loan for the purpose of justifying any withdrawal from the Collection
      Account it maintains pursuant to such subclauses.

    


    Section
      5.08. Reports
      to Trustee and Certificateholders.

    


    (a) On
      each
      Distribution Date, the Securities Administrator shall make available to the
      Trustee and each Certificateholder a report setting forth the following
      information (on the basis of Mortgage Loan level information obtained from
      the
      Servicer): 

    


    (i) the
      aggregate amount of distributions to be made on such Distribution Date to the
      Holders of each Class of Certificates, to the extent applicable, allocable
      to
      principal on the Mortgage Loans, including Liquidation Proceeds, Condemnation
      Proceeds and Insurance Proceeds, stating separately the amount attributable
      to
      scheduled principal payments and unscheduled payments in the nature of
      principal;

    


    (ii) the
      aggregate amount of the distributions to be made on such Distribution Date
      to
      the Holders of each Class of Certificates allocable to interest and the
      calculation thereof;

    


    (iii) the
      amount, if any, of any distributions to the Holders of the Class II-X and Class
      R Certificates;

    



    
      
         

      

      
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    (iv) (A) the
      aggregate amount of any Monthly Advances required to be made by or on behalf
      of
      the Servicer (or the Master Servicer) with respect to such Distribution Date,
      (B) the aggregate amount of such Monthly Advances actually made, and
      (C) the amount, if any, by which (A) above exceeds (B) above;

    


    (v) the
      aggregate amount of unreimbursed Monthly Advances outstanding with respect
      to
      such Distribution Date;

    


    (vi) the
      aggregate amount of Nonrecoverable Advances with respect to such Distribution
      Date;

    


    (vii) the
      total
      number of Mortgage Loans in the Trust and by Mortgage Pool, the aggregate
      Scheduled Principal Balance of all the Mortgage Loans as of the close of
      business on the last day of the related Collection Period, after giving effect
      to distributions allocated to principal reported under clause (i)
      above;

    


    (viii) the
      Class
      Principal Amount of each Class of Certificates, to the extent applicable, as
      of
      such Distribution Date after giving effect to distributions allocated to
      principal reported under clause (i) above;

    


    (ix) the
      amount of any Realized Losses incurred with respect to the Mortgage Loans in
      the
      Trust and by Mortgage Pool (x) in the applicable Prepayment Period and (y)
      in
      the aggregate since the Cut-off Date;

    


    (x) the
      amount of the Servicing Fee paid during the Collection Period to which such
      payment relates;

    


    (xi) the
      number and aggregate Scheduled Principal Balance of Mortgage Loans in the Trust
      and by Mortgage Pool, as reported to the Securities Administrator by the
      Servicer, (a) remaining outstanding, (b) Delinquent 30 to 59 days on a
      contractual basis, (c) Delinquent 60 to 89 days on a contractual basis, (d)
      Delinquent 90 or more days on a contractual basis, (e) 180 days or more
      Delinquent and charged off; (f) as to which foreclosure proceedings have been
      commenced as of the close of business on the last Business Day of the calendar
      month immediately preceding the month in which such Distribution Date occurs,
      (g) in bankruptcy and (h) that are REO Properties (using the Mortgage Bankers
      Association (MBA) method to calculate delinquencies);

    


    (xii) the
      aggregate Scheduled Principal Balance of any Mortgage Loans (in the aggregate
      and by Mortgage Pool and/or Loan Group) with respect to which the related
      Mortgaged Property became an REO Property as of the close of business on the
      last Business Day of the calendar month immediately preceding the month in
      which
      such Distribution Date occurs;

    


    (xiii) with
      respect to substitution of Mortgage Loans in the preceding calendar month,
      the
      Scheduled Principal Balance of each Deleted Mortgage Loan and of each Qualifying
      Substitute Mortgage Loan;

    



    
      
         

      

      
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    (xiv) the
      aggregate outstanding Prepayment Interest Shortfalls and Carryforward Interest,
      if any, for each Class of Certificates, after giving effect to the distributions
      made on such Distribution Date;

    


    (xv) the
      Group
      I Certificate Interest Rate and the Group II Certificate Interest Rate
      applicable to such Distribution Date with respect to each Class of the Group
      I
      and Group II Certificates, respectively;

    


    (xvi) the
      Group
      II Interest Funds, the Group II Principal Funds and the Group II Principal
      Distribution Amount applicable to such Distribution Date;

    


    (xvii) the
      Group
      I Available Funds for Loan Group I-1, Loan Group I-2 and Loan Group I-3
      applicable to such Distribution Date;

    


    (xviii) if
      applicable, the amount of any shortfall (i.e., the difference between the
      aggregate amounts of principal and interest which Certificateholders would
      have
      received if there were sufficient available amounts in the Collection Account
      and the amounts actually paid); 

    


    (xix) any
      Group
      II Overcollateralization Deficiency after giving effect to the payments made
      on
      such Distribution Date;

    


    (xx) any
      applicable determination dates for calculating distributions and actual
      Distribution Dates for the Collection Period;

    


    (xxi) the
      amount of cashflows received and the sources thereof for distributions, fees
      and
      expenses;

    


    (xxii) the
      amount of fees and expenses accrued and paid, the purpose of such fees and
      expenses and the identification of each payee, including the amount of fees
      paid
      to the Trustee, the Custodian, the Master Servicer, the Securities Administrator
      and the Servicer for such Distribution Date;

    


    (xxiii) the
      amount of payments accrued and paid with respect to any credit enhancement
      and
      support for the Trust, the purpose of such payments and the identification
      of
      each payee;

    


    (xxiv) the
      amount of excess cash flow or excess spread and the disposition of such excess
      cash flow or excess spread;

    


    (xxv) delinquency
      and loss information for the distribution period with respect to the Mortgage
      Loans in the Trust and by Mortgage Pool;

    


    (xxvi) the
      number of properties and the unpaid principal balance with respect to each
      property relating to defaulted Mortgage Loans in the Trust Estate;

    



    
      
         

      

      
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    (xxvii) 
      the
      beginning and ending balances of the Certificate Account, Collection Account
      and
      any material account activity during the related period;

    


    (xxviii) 
      any
      material modifications, extensions or waivers to Mortgage Loan terms, fees,
      penalties or payments during the Collection Period or that have cumulatively
      become material over time; and

    


    (xxix) information
      on whether a Group II Delinquency Event or a Group II Cumulative Loss Trigger
      Event has occurred.

    


    In
      the
      case of information furnished pursuant to subclauses (i), (ii) and (ix) above,
      the amounts shall (except in the case of the report delivered to the holder
      of
      the Class R Certificate) be expressed as a dollar amount per $1,000 of original
      principal amount of Certificates.

    


    The
      Securities Administrator will make such report and additional loan level
      information (and, at its option, any additional files containing the same
      information in an alternative format) available each month to the Rating
      Agencies and Certificateholders via the Securities Administrator’s website. The
      Securities Administrator’s website can be accessed at www.ctslink.com.
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (301) 815-6600. Such parties that are
      unable to use the website are entitled to have a paper copy mailed to them
      via
      first class mail by calling the Securities Administrator’s 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.

    


    The
      foregoing information and reports shall be prepared and determined by the
      Securities Administrator based solely on Mortgage Loan data provided to the
      Securities Administrator by the Master Servicer (in a format agreed to by the
      Securities Administrator and the Master Servicer) no later than 12:00 p.m.
      (noon) Eastern Standard Time four Business Days prior to the Distribution Date.
      In preparing or furnishing the foregoing information, the Securities
      Administrator and the Master Servicer shall be entitled to rely conclusively
      on
      the accuracy of the information or data regarding the Mortgage Loans and the
      related REO Property that has been provided to the Master Servicer by the
      Servicer, and neither the Securities Administrator nor the Master Servicer
      shall
      be obligated to verify, recompute, reconcile or recalculate any such information
      or data. The Securities Administrator, the Trustee, the Custodian and the Master
      Servicer shall be entitled to conclusively rely on the Mortgage Loan data
      provided to the Master Servicer and shall have no liability for any errors
      in
      such Mortgage Loan data. 

    


    (b) Upon
      the
      reasonable advance written request of any Certificateholder that is a savings
      and loan, bank or insurance company, which request, if received by the Trustee
      shall be forwarded promptly to the Securities Administrator, the Securities
      Administrator shall provide, or cause to be provided (or, to the extent that
      such information or documentation is not required to be provided by the
      Servicer, shall use reasonable efforts to obtain such information and
      documentation from the Servicer, and provide), to such Certificateholder such
      reports and access to information and documentation regarding the Mortgage
      Loans
      as such Certificateholder may reasonably deem necessary to comply with
      applicable regulations of the Office of Thrift Supervision or its successor
      or
      other regulatory authorities with respect to an investment in the Certificates;
      provided,
      however,
      that
      the Securities Administrator shall be entitled to be reimbursed by such
      Certificateholder for actual expenses incurred in providing such reports and
      access. 

    



    
      
         

      

      
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    (c) Within
      ninety (90) days, or such shorter period as may be required by statute or
      regulation, after the end of each calendar year, the Securities Administrator
      shall have prepared and shall make available to each Person who at any time
      during the calendar year was a Certificateholder of record, and make available
      to Certificate Owners (identified as such by the Clearing Agency) in accordance
      with applicable regulations, a report summarizing the items provided to the
      Certificateholders pursuant to Section 5.08(a) on an annual basis as may be
      required to enable such Holders to prepare their federal income tax returns.
      Such information shall include the amount of original issue discount accrued
      on
      each Class of Certificates and information regarding the expenses of the Trust.
      The Securities Administrator shall be deemed to have satisfied such requirement
      if it forwards such information in any other format permitted by the Code.
      The
      Master Servicer shall provide the Securities Administrator with such information
      as is necessary for the Securities Administrator to prepare such
      reports.

    


    (d) The
      Securities Administrator shall furnish any other information that is required
      by
      the Code and regulations thereunder to be made available to Certificateholders.
      The Master Servicer shall provide the Securities Administrator with such
      information as is necessary for the Securities Administrator to prepare such
      reports (and the Securities Administrator may rely solely upon such
      information).

    


    Section
      5.09. Termination
      of Servicer; Successor Servicers.

    


    (a) The
      Master Servicer shall be entitled to terminate the rights and obligations of
      the
      Servicer upon the occurrence of a Servicer Event of Default as set forth in
      Section 4.07; provided,
      however,
      that in
      the event of termination of the Servicer, the Master Servicer shall provide
      for
      the servicing of the Mortgage Loans by a successor servicer as provided in
      Section 4.08.

    


    The
      parties acknowledge that notwithstanding the preceding sentence, there may
      be a
      transition period, not to exceed 90 days, in order to effect the transfer of
      servicing to a successor servicer. The Master Servicer shall be entitled to
      be
      reimbursed by the Servicer (or by the Trust, if the Servicer is unable to
      fulfill its obligations hereunder) for all costs associated with the transfer
      of
      servicing, including without limitation, any 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 Mortgage Loans properly and
      effectively.

    


    (b) If
      the
      Master Servicer acts as a successor Servicer, it shall not assume liability
      for
      the representations and warranties of the Servicer that it replaces. The Master
      Servicer shall use reasonable efforts to have a successor Servicer assume
      liability for the representations and warranties made by the terminated Servicer
      and in the event of any such assumption by the successor servicer, the Master
      Servicer may, in the exercise of its business judgment, release the terminated
      Servicer from liability for such representations and warranties.

    



    
      
         

      

      
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    (c) If
      the
      Master Servicer acts as a successor Servicer, it will have no obligation to
      make
      a Monthly Advance if it determines in its reasonable judgment that such Monthly
      Advance would constitute a Nonrecoverable Advance.

    


    Section
      5.10.Master
      Servicer Liable for Enforcement.
      The
      Master Servicer shall use commercially reasonable efforts to ensure that the
      Mortgage Loans are serviced in accordance with the provisions of this Agreement
      and shall use commercially reasonable efforts to enforce the provisions of
      Article IV for the benefit of the Certificateholders. The Master Servicer shall
      be entitled to enter into any agreement with any Servicer for indemnification
      of
      the Master Servicer and nothing contained in this Agreement shall be deemed
      to
      limit or modify such indemnification. Except as expressly set forth herein,
      the
      Master Servicer shall have no liability for the acts or omissions of the
      Servicer in the performance by such Servicer of its obligations under Article
      IV.

    


    Section
      5.11. Assumption
      of Master Servicing by Trustee.

    


    (a) In
      the
      event the Master Servicer shall for any reason no longer be the Master Servicer
      (including by reason of any Master Servicer Event of Default under Section
      9.01
      of this Agreement), the Trustee shall thereupon assume all of the rights and
      obligations of such Master Servicer hereunder. The Trustee, its designee or
      any
      successor master servicer appointed by the Trustee shall be deemed to have
      assumed all of the Master Servicer’s interest herein, except that the Master
      Servicer shall not thereby be relieved of any liability or obligations of the
      Master Servicer accruing prior to its replacement as Master Servicer, and shall
      be liable to the Trustee, and hereby agrees to indemnify and hold harmless
      the
      Trustee from and against all costs, damages, expenses and liabilities (including
      reasonable attorneys’ fees) incurred by the Trustee as a result of such
      liability or obligations of the Master Servicer and in connection with the
      Trustee’s assumption (but not its performance, except to the extent that costs
      or liability of the Trustee are created or increased as a result of negligent
      or
      wrongful acts or omissions of the Master Servicer prior to its replacement
      as
      Master Servicer) of the Master Servicer’s obligations, duties or
      responsibilities thereunder.

    


    (b) The
      Master Servicer that has been terminated shall, upon request of the Trustee
      but
      at the expense of such Master Servicer, deliver to the assuming party all
      documents and records relating to the Mortgage Loans and an accounting of
      amounts collected and held by it and otherwise use its best efforts to effect
      the orderly and efficient transfer of master servicing to the assuming party.
      

    


    Section
      5.12. Release
      of Mortgage Files.

    


    (a) Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
      by the Servicer of a notification that payment in full has been or will be
      escrowed in a manner customary for such purposes, the Servicer shall promptly
      notify the Trustee (or the Custodian) by a certification (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
      maintained by the Master Servicer pursuant to Section 5.06 have been or will
      be
      so deposited) of a Servicing Officer and shall deliver a Request for Release
      in
      the form of Exhibit Seven to the Custodial Agreement to the Trustee or the
      Custodian with respect to such Mortgage Loan. Upon receipt of such certification
      and Request for Release, the Trustee or the Custodian (with the consent, and
      at
      the direction of the Trustee), shall promptly release the related Mortgage
      File
      to the Servicer and the Trustee 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.

    



    
      
         

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any Primary Insurance
      Policy, 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
      Trustee or the Custodian, shall, upon request of the Master Servicer or of
      the
      Servicer, as applicable, and delivery to the Trustee or the Custodian, of a
      Request for Release signed by a Servicing Officer, release the related Mortgage
      File held in its possession or control to the Master Servicer (or the Servicer,
      as applicable). Such trust receipt shall obligate the Master Servicer or the
      Servicer, as applicable, to return the Mortgage File to the Trustee or the
      Custodian, as applicable, when the need therefor by the Master Servicer or
      the
      Servicer, as applicable, no longer exists unless (i) the Mortgage Loan has
      been
      liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
      been
      deposited in the Collection Account or (ii) the Mortgage File or such document
      has been delivered to an attorney, or to a public trustee or other public
      official as required by law, for purposes of initiating or pursuing legal action
      or other proceedings for the foreclosure of the Mortgaged Property either
      judicially or non-judicially, and the Servicer has delivered to the Custodian
      a
      certificate of a Servicing Officer certifying as to the name and address of
      the
      Person to which such Mortgage File or such document was delivered and the
      purpose or purposes of such delivery.

    


    (c) At
      any
      time that the Servicer is required to deliver to the Custodian a Request for
      Release, the Servicer shall deliver two copies of the Request for Release if
      delivered in hard copy or the Servicer may furnish such Request for Release
      electronically to the Custodian, in which event the Servicing Officer
      transmitting the same shall be deemed to have signed the Request for Release.
      In
      connection with any Request for Release of a Mortgage File because of a
      repurchase of a Mortgage Loan, such Request for Release shall, if required,
      be
      followed by an assignment of mortgage, without recourse, representation or
      warranty from the Trustee to the Seller and the related Mortgage Note shall
      be
      endorsed either in blank or without recourse by the Trustee and be returned
      to
      the Seller. In connection with any Request for Release of a Mortgage File
      because of the payment in full of a Mortgage Loan, such Request for Release
      shall, if required, be accompanied by a certificate of satisfaction or other
      similar instrument to be executed by or on behalf of the Trustee and returned
      to
      the Servicer.

    


    Section
      5.13. Documents,
      Records and Funds in Possession of Master Servicer to be Held for
      Trustee.

    



    
      
         

      

      
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    (a) The
      Master Servicer shall transmit, or cause the Servicer to transmit, to the
      Trustee such documents and instruments coming into the possession of the Master
      Servicer or the 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 or by the Servicer in respect of any Mortgage Loan or which
      otherwise are collected by the Master Servicer or the Servicer as Liquidation
      Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw amounts provided in
      this Agreement and to the right of the Servicer to retain its Servicing Fee
      and
      other amounts as provided herein. The Master Servicer shall, and shall cause
      the
      Servicer to, provide access to information and documentation regarding the
      Mortgage Loans to the Trustee, their respective agents and accountants at any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such office and corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

    


    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from Liquidation Proceeds,
      Condemnation Proceeds or Insurance Proceeds, shall be held by the Master
      Servicer or by the Servicer for and on behalf of the Trustee as the Trustee’s
      agent and bailee for purposes of perfecting the Trustee’s security interest
      therein as provided by relevant Uniform Commercial Code or laws; provided,
      however,
      that the
      Master Servicer and the Servicer shall be entitled to setoff against, and deduct
      from, any such funds any amounts that are properly due and payable to the Master
      Servicer or the Servicer under this Agreement and shall be authorized to remit
      such funds to the Securities Administrator in accordance with this
      Agreement.

    


    (c) The
      Servicer and the Master Servicer each hereby acknowledges that concurrently
      with
      the execution of this Agreement, the Trustee shall own or, to the extent that
      a
      court of competent jurisdiction shall deem the conveyance of the Mortgage Loans
      from the Seller to the Depositor not to constitute a sale, the Trustee shall
      have a security interest in the Mortgage Loans and in all Mortgage Files
      representing such Mortgage Loans and in all funds and investment property now
      or
      hereafter held by, or under the control of, the Servicer or the Master Servicer
      that are collected by the Servicer or the Master Servicer in connection with
      the
      Mortgage Loans, whether as scheduled installments of principal and interest
      or
      as full or partial prepayments of principal or interest or as Liquidation
      Proceeds, Condemnation Proceeds, Insurance Proceeds or otherwise, and in all
      proceeds of the foregoing and proceeds of proceeds (but excluding any fee or
      other amounts to which the Servicer or the Master Servicer is entitled to
      hereunder); and the Servicer and the Master Servicer each agrees that so long
      as
      the Mortgage Loans are assigned to and held by the Trustee or the Custodian,
      all
      documents or instruments constituting part of the Mortgage Files, and such
      funds
      relating to the Mortgage Loans which come into the possession or custody of,
      or
      which are subject to the control of, the Master Servicer or the Servicer shall
      be held by the Master Servicer or the Servicer for and on behalf of the Trustee
      as the Trustee’s agent and bailee for purposes of perfecting the Trustee’s
      security interest therein as provided by the applicable Uniform Commercial
      Code
      or other applicable laws.

    



    
      
         

      

      
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    (d) The
      Master Servicer agrees that it shall not, and shall not authorize the Servicer
      to, create, incur or subject any Mortgage Loans, or any funds that are deposited
      in any Custodial Account, Escrow Account or the Collection Account, or any
      funds
      that otherwise are or may become due or payable to or for the benefit of the
      Trustee, to any claim, lien, security interest, judgment, levy, writ of
      attachment or other encumbrance, nor assert by legal action or otherwise any
      claim or right of setoff against any Mortgage Loan or any funds collected on,
      or
      in connection with, a Mortgage Loan.

    


    Section
      5.14.Opinion.
      On or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Seller, the Trustee, the Securities Administrator and the
      Servicer one or more Opinions of Counsel, dated the Closing Date, in form and
      substance reasonably satisfactory to the Depositor, as to the due authorization,
      execution and delivery of this Agreement by the Master Servicer and the
      enforceability thereof. 

    


    Section
      5.15.Trustee
      To Retain Possession of Certain Insurance Policies and Documents.
      The
      Trustee (or the Custodian on behalf of the Trustee) shall retain possession
      and
      custody of the originals of the 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 payable in respect of the Certificates have been paid in
      full
      and the Master Servicer otherwise has fulfilled its obligations under this
      Agreement, the Trustee (or the Custodian) shall also retain possession and
      custody of each Mortgage File in accordance with and subject to the terms and
      conditions of this Agreement. The Master Servicer shall promptly deliver or
      cause the Servicer to deliver to the Trustee (or the Custodian), upon the
      execution or receipt thereof the originals of the primary mortgage insurance
      policies and any certificates of renewal thereof, and such other documents
      or
      instruments that constitute portions of the Mortgage File that come into the
      possession of the Master Servicer or the Servicer from time to
      time.

    


    Section
      5.16.Compensation
      to the Master Servicer.
      Pursuant to Sections 5.06(e) and 6.07(f)(ii), all income and gain realized
      from
      any investment of funds in the Collection Account and the Certificate Account
      shall be for the benefit of the Master Servicer as compensation
      net
      of the
      sum of the Trustee Fee and the Custodian Fee payable by the Master Servicer
      to
      the Trustee and the Custodian, respectively, on behalf of the Trust, as provided
      in Section 5.07. Notwithstanding the foregoing, the Master Servicer shall
      deposit in the Collection Account, on or before the related Distribution Date,
      an amount equal to the lesser of (i) its master servicing compensation with
      respect to such Distribution Date and (ii) the amount of any Compensating
      Interest Payment required to be paid by the Servicer with respect to such
      Distribution Date pursuant to this Agreement, but which is not paid by the
      Servicer on its behalf. 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.
      

    



    
      
         

      

      
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    Section
      5.17.Merger
      or Consolidation.
      Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided,
      however,
      that
      the successor or resulting Person to the Master Servicer shall be a Person
      that
      shall be qualified and approved (or that have an Affiliate that is qualified
      and
      approved) seller/servicer of residential mortgage loans for Fannie Mae, Freddie
      Mac and HUD and shall have a net worth of not less than
      $25,000,000.

    


    Section
      5.18.Resignation
      of Master Servicer.
      Except
      as otherwise provided in Sections 5.17 and this Section 5.18 hereof, the Master
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      unless it determines that the Master Servicer’s duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Master Servicer shall
      be evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee. No such resignation shall become effective until
      the
      Trustee shall have assumed, or a successor master servicer shall have been
      appointed by the Trustee and until such successor shall have assumed, the Master
      Servicer’s responsibilities and obligations under this Agreement. Notice of such
      resignation shall be given promptly by the Master Servicer and the Depositor
      to
      the Trustee.

    


    Section
      5.19.Assignment
      or Delegation of Duties by the Master Servicer.
      Except
      as expressly provided herein, the Master 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
      Master Servicer hereunder, unless the Trustee and the Depositor shall have
      consented to such action; provided,
      however,
      that
      the Master Servicer shall have the right without the prior written consent
      of
      the Trustee or the Depositor to delegate or assign to or subcontract with or
      authorize or appoint an Affiliate of the Master Servicer to perform and carry
      out any duties, covenants or obligations to be performed and carried out by
      the
      Master Servicer hereunder. In no case, however, shall any such delegation,
      subcontracting or assignment to an Affiliate of the Master Servicer relieve
      the
      Master Servicer of any liability hereunder. Notice of such permitted assignment
      shall be given promptly by the Master Servicer to the Depositor and the Trustee.
      If, pursuant to any provision hereof, the duties of the Master Servicer are
      transferred to a successor master servicer, the entire amount of compensation
      payable to the Master Servicer pursuant hereto, including amounts payable to
      or
      permitted to be retained or withdrawn by the Master Servicer pursuant to Section
      5.16 hereof, shall thereafter be payable to such successor master
      servicer.

    


    Section
      5.20. Limitation
      on Liability of the Master Servicer and Others.

    


    (a) The
      Master Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. 

    



    
      
         

      

      
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    (b) No
      provision of this Agreement shall be construed to relieve the Master Servicer
      from liability for its own negligent action, its own negligent failure to act
      or
      its own willful misconduct; provided,
      however,
      that
      the duties and obligations of the Master Servicer shall be determined solely
      by
      the express provisions of this Agreement, the Master Servicer shall not be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement; no implied covenants or obligations
      shall be read into this Agreement against the Master Servicer and, in absence
      of
      bad faith on the part of the Master Servicer, the Master Servicer 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
      Master Servicer and conforming to the requirements of this
      Agreement.

    


    (c) Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Trustee 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 Master Servicer or any such person against
      any liability that would otherwise be imposed by reason of willful misfeasance,
      bad faith or negligence in its performance of its duties or by reason of
      reckless disregard for its obligations and duties under this Agreement. The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer shall be entitled to indemnification by the Trust and will be held
      harmless against any loss, liability or expense incurred in connection with
      any
      legal action relating to this Agreement, the Certificates or any other Operative
      Agreement other than any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of his or its
      duties hereunder or by reason of reckless disregard of his or its obligations
      and duties hereunder. The Master Servicer and any director, officer, employee
      or
      agent of the Master Servicer may rely in good faith on any document of any
      kind
      prima facie properly executed and submitted by any Person respecting any matters
      arising hereunder. The Master Servicer shall be under no obligation to appear
      in, prosecute or defend any legal action that is not incidental to its duties
      to
      master service the Mortgage Loans in accordance with this Agreement and that
      in
      its opinion may involve it in any expenses or liability; provided,
      however,
      that
      the Master Servicer may in its sole discretion undertake any such action that
      it
      may deem necessary or desirable in respect to this Agreement and the rights
      and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust and the Master Servicer shall be entitled to be reimbursed therefor out
      of
      the Collection Account it maintains as provided by Section 5.07.

    


    Section
      5.21.Indemnification;
      Third Party Claims.
      The
      Master Servicer agrees to indemnify the Depositor, the Trust, the Delaware
      Trustee, the Trustee and the Servicer and hold them harmless against any and
      all
      claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liabilities, fees and expenses that the
      Depositor, the Trust, the Delaware Trustee, the Trustee or the Servicer may
      sustain as a result of the failure of the Master Servicer to perform its duties
      and master service the Mortgage Loans in compliance with the terms of this
      Agreement. The Depositor, the Trust, the Delaware Trustee, the Trustee and
      the
      Servicer shall immediately notify the Master Servicer if a claim is made by
      a
      third party with respect to this Agreement, the Mortgage Loans entitling the
      Depositor, the Trust, the Delaware Trustee, the Trustee or the Servicer to
      indemnification under this Section 5.21, whereupon the Master Servicer shall
      assume the defense of any such claim and pay all expenses in connection
      therewith, including counsel fees, and promptly pay, discharge and satisfy
      any
      judgment or decree which may be entered against it or them in respect of such
      claim. The failure to provide such immediate notice shall not affect the Master
      Servicer’s obligation pursuant to this Section 5.21 to indemnify the Depositor,
      the Trust, the Delaware Trustee, the Trustee and the Servicer, except to the
      extent that the Master Servicer is materially prejudiced by such failure to
      notify.

    



    
      
         

      

      
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    Section
      5.22.Alternative
      Index.
      In the
      event that the Index for any Mortgage Loan, as specified in the related Mortgage
      Note, becomes unavailable for any reason, the Servicer shall select an
      alternative index, which in all cases shall be an index that constitutes a
      qualified rate on a regular interest under the REMIC Provisions, in accordance
      with the terms of such Mortgage Note or, if such Mortgage Note does not make
      provision for the selection of an alternative index in such event, the Servicer
      shall, subject to applicable law, select an alternative index based on
      information comparable to that used in connection with the original Index and,
      in either case, such alternative index shall thereafter be the Index for such
      Mortgage Loan.

    


    Section
      5.23.Transfer
      of Servicing.
      The
      Servicer agrees that it shall provide written notice to the Master Servicer
      and
      the Trustee thirty days prior to any proposed transfer or assignment by the
      Servicer of the servicing of the Mortgage Loans. In addition, the ability of
      the
      Servicer to transfer or assign the servicing hereunder to a successor servicer
      shall be subject to the following conditions:

    


    (i) Receipt
      of written consent of the Master Servicer to such transfer, which consent shall
      not be unreasonably withheld;

    


    (ii) Such
      successor servicer must satisfy the servicer eligibility standards set forth
      in
      Section 4.06(a);

    


    (iii) Such
      successor servicer must execute and deliver to the Master Servicer and the
      Trustee an agreement, in form and substance reasonably satisfactory to the
      Master Servicer and the Trustee, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by the Servicer;

    


    (iv) At
      the
      time of the transfer, there must be delivered to the Trustee a letter from
      each
      Rating Agency to the effect that such transfer of servicing will not result
      in a
      qualification, withdrawal or downgrade of the then-current rating of any of
      the
      Certificates; and

    


    (v) The
      Seller shall, at its cost and expense, take such steps, or cause the terminated
      Servicer to take such steps, as may be necessary or appropriate to effectuate
      and evidence the transfer of the servicing of the Mortgage Loans to such
      successor servicer, including, but not limited to, the following: (A) to the
      extent required by the terms of the Mortgage Loans and by applicable federal
      and
      state laws and regulations, the Seller shall cause the prior Servicer to timely
      mail to each obligor under a Mortgage Loan any required notices or disclosures
      describing the transfer of servicing of the Mortgage Loans to the successor
      servicer; (B) prior to the effective date of such transfer of servicing, the
      Seller shall cause the prior Servicer to transmit to any related insurer
      notification of such transfer of servicing; (C) on or prior to the effective
      date of such transfer of servicing, the Seller shall cause the prior Servicer
      to
      deliver to the successor servicer all Mortgage Loan Documents and any related
      records or materials; (D) on or prior to the effective date of such transfer
      of
      servicing, the Seller shall cause the prior Servicer to transfer to the
      successor servicer, or, if such transfer occurs after a Servicer Remittance
      Date
      but before the next succeeding Distribution Date, to the Securities
      Administrator, all funds held by the prior Servicer in respect of the Mortgage
      Loans; (E) on or prior to the effective date of such transfer of servicing,
      the
      Seller shall cause the prior Servicer to, after the effective date of the
      transfer of servicing to the successor servicer, continue to forward to such
      successor servicer, within one Business Day of receipt, the amount of any
      payments or other recoveries received by the prior Servicer, and to notify
      the
      successor servicer of the source and proper application of each such payment
      or
      recovery; and (F) the Seller shall cause the prior Servicer to, after the
      effective date of transfer of servicing to the successor servicer, continue
      to
      cooperate with the successor servicer to facilitate such transfer in such manner
      and to such extent as the successor servicer may reasonably request.


    



    
      
         

      

      
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    Section
      5.24.Compliance
      with Safeguarding Customer Information Requirements.
      The
      Master Servicer has implemented and will maintain security measures designed
      to
      meet the objectives of the Guidelines.

    


    Section
      5.25. REO
      Property.

    


    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trustee hereunder, shall not permit the Servicer to, rent, lease, or
      otherwise earn income on behalf of any REMIC with respect to any REO Property
      which might 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 REMIC of any “income from non-permitted assets” within the meaning of
      section 860F(a)(2) of the Code or any “net income from foreclosure property”
which is subject to tax under the REMIC Provisions unless the Master Servicer
      has advised, or has caused the Servicer to advise, the Trustee in writing to
      the
      effect that, under the REMIC Provisions, such action would not adversely affect
      the status of any REMIC as a REMIC and any income generated for any REMIC by
      the
      REO Property would not result in the imposition of a tax upon such
      REMIC.

    


    (b) The
      Master Servicer shall make, or shall cause the applicable Servicer to make,
      reasonable efforts to sell any REO Property for its fair market value. In any
      event, however, the Master Servicer shall, or shall cause the Servicer to,
      dispose of any REO Property within three years from the end of the calendar
      year
      of its acquisition by the Trust unless the Trustee has received a grant of
      extension from the Internal Revenue Service to the effect that, under the REMIC
      Provisions and any relevant proposed legislation and under applicable state
      law,
      the REMIC may hold REO Property for a longer period without adversely affecting
      the REMIC status of such REMIC or causing the imposition of a federal or state
      tax upon such REMIC. If the Trustee has received such an extension, then (a)
      the
      Trustee shall provide a copy of such extension to the Master Servicer and (b)
      the Trustee, or the Master Servicer, acting on its behalf hereunder, shall,
      or
      shall cause the Servicer to, continue to attempt to sell the REO Property for
      its fair market value for such period longer than three years as such extension
      permits (the “Extended Period”). If the Trustee has not received such an
      extension and the Trustee, or the Master Servicer acting on behalf of the
      Trustee hereunder, or the Servicer is unable to sell the REO Property within
      33
      months after its acquisition by the Trust or if the Trustee has received such
      an
      extension, and the Trustee, or the Master Servicer acting on behalf of the
      Trustee hereunder, is unable to sell the REO Property within the period ending
      three months before the close of the Extended Period, the Master Servicer shall,
      or shall cause the Servicer to, before the end of the three year period or
      the
      Extended Period, as applicable, (i) purchase such REO Property at a price equal
      to the REO Property’s fair market value or (ii) auction the REO Property to the
      highest bidder (which may be the Master Servicer) in an auction reasonably
      designed to produce a fair price prior to the expiration of the three-year
      period or the Extended Period, as the case may be.

    



    
      
         

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES; DEPOSITS AND

    DISTRIBUTIONS
      TO HOLDERS
      OF
      CERTIFICATES

    


    
      	 	
              Section
                6.01.

            	
              The
                Certificates.

            


    

    


    The
      Certificates shall be substantially in the forms attached as Exhibit A hereto.
      The Certificates shall be issuable in registered form, in the minimum
      denominations per Class set forth in the Preliminary Statement and, to the
      extent applicable, in integral multiples of $1 in excess thereof.

    


    Subject
      to Section 10.03 hereof respecting the final distribution on the Certificates,
      on each Distribution Date the Securities Administrator shall make distributions
      to each Certificateholder of record on the preceding Record Date either (x)
      by
      wire transfer in immediately Group I Available Funds to the account of such
      Holder at a bank or other entity having appropriate facilities therefor, if
      (i)
      such Holder has so notified the Securities Administrator not later than the
      applicable Record Date and (ii) such Holder shall hold (A) 100% of the Class
      Principal Amount of any Class of Certificates or (B) Certificates of any Class
      with aggregate principal denominations of not less than $1,000,000 or (y) by
      check mailed by first class mail to such Certificateholder at the address of
      such Holder appearing in the Certificate Register.

    


    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized signatory of the Securities
      Administrator. Certificates bearing the manual or facsimile signatures of
      individuals who were, at the time when such signatures were affixed, authorized
      to sign on behalf of the Securities Administrator shall bind the Securities
      Administrator, notwithstanding that such individuals or any of them have ceased
      to be so authorized prior to the countersignature and delivery of such
      Certificates or did not hold such offices at the date of such Certificate.
      No
      Certificate shall be entitled to any benefit under this Agreement, or be valid
      for any purpose, unless countersigned by the Securities Administrator by manual
      signature, and such countersignature upon any Certificate shall be conclusive
      evidence, and the only evidence, that such Certificate has been duly executed
      and delivered hereunder. All Certificates shall be dated the date of their
      countersignature. On the Closing Date, the Securities Administrator shall
      countersign the Certificates to be issued at the direction of the Depositor,
      or
      any Affiliate thereof.

    



    
      
         

      

      
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    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of specimen
      Certificates to facilitate transfers.

    


    Section
      6.02. Certificate
      Register; Registration of Transfer and Exchange of Certificates.

    


    (a) The
      Securities Administrator shall maintain, or cause to be maintained, a
      Certificate Register for the Trust in which, subject to the provisions of
      subsections (b) and (c) below and 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.
      Upon surrender for registration of transfer of any Certificate, the Securities
      Administrator shall execute and deliver, in the name of the designated
      transferee or transferees, one or more new Certificates of the same Class and
      aggregate Percentage Interest.

    


    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. 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 registration of transfer or exchange shall be accompanied by
      a
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder thereof or his attorney duly
      authorized in writing.

    


    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but 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 may be required.

    


    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

    


    (b) No
      Person
      shall transfer a Restricted Certificate unless such transfer (i) is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws, (ii) is exempt from the registration
      requirements under said Act and such state securities laws and (iii) is made
      in
      compliance with the provisions of this Section. In the event that a transfer
      is
      to be made in reliance upon an exemption from the Securities Act and such laws,
      in order to assure compliance with the Securities Act and such laws, the
      Certificateholder desiring to effect such transfer and such Certificateholder’s
      prospective transferee shall each certify to the Securities Administrator in
      writing the facts surrounding the transfer in substantially the forms set forth
      in Exhibit B-1 (the “Transferor Certificate”) and deliver a letter in
      substantially the form of either Exhibit B-2 (the “Investment Letter”) or
      Exhibit B-3 (the “Rule 144A Letter”). The Depositor shall provide to any Holder
      of a Restricted Certificate and any prospective transferee designated by any
      such Holder, information regarding the related Certificates and the Mortgage
      Loans and such other information as shall be necessary to satisfy the condition
      to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
      without registration thereof under the Securities Act pursuant to the
      registration exemption provided by Rule 144A. The Securities Administrator
      shall
      cooperate with the Depositor in providing the Rule 144A information referenced
      in the preceding sentence, including providing to the Depositor such information
      regarding the Certificates, the Mortgage Loans and other matters regarding
      the
      Trust as the Depositor shall reasonably request to meet its obligation under
      the
      preceding sentence. Each Holder of a Restricted Certificate desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Trustee, the Depositor, the Seller, the Servicer and the
      Master Servicer against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.

    



    
      
         

      

      
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    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (A) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator (substantially in the form of
      Exhibit B-4, or in the event such ERISA-Restricted Certificate is a Residual
      Certificate substantially in the form of Exhibit B-6), to the effect that (i)
      such transferee is neither a Plan nor a person acting for, on behalf of, or
      with
      the assets of, any such Plan to effect such transfer, (ii) in the case of the
      Class I-1X, Class I-2A-2, Class I-2X, Class I-3A-2, Class I-3X, Class I-B-1,
      Class I-B-2, Class I-B-3, Class II-M-1, Class II-M-2, or Class II-B
      Certificates, a representation that such Certificates have become the subject
      of
      an ERISA-Qualifying Underwriting and are rated at least “BBB-” or “Ba3” at the
      time of their acquisition or (iii) if the ERISA-Restricted Certificate, other
      than a Certificate listed in clause (ii) above, has been the subject of an
      ERISA-Qualifying Underwriting, the purchaser is an insurance company which
      is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section (V)(e) of prohibited
      transaction class exemption 95-60 (“PTCE 95-60”)) and the purchase and holding
      of ERISA-Restricted Certificates are covered under Sections I and III of PTCE
      95-60; or (B) in the case of any such ERISA-Restricted Certificate presented
      for
      registration in the name of a Plan or a person acting for, on behalf of, or
      with
      the assets of, a Plan, an Opinion of Counsel satisfactory to the Securities
      Administrator, which Opinion of Counsel shall not be an expense of any of the
      Trustee, the Securities Administrator, the Depositor, the Master Servicer,
      the
      Servicer, the Seller or the Trust, addressed to the Securities Administrator
      to
      the effect that the purchase and holding of such ERISA-Restricted Certificate
      will not result in a non-exempt prohibited transaction under Section 406 of
      ERISA or Section 4975 of the Code and will not subject the Trustee, the
      Securities Administrator, the Depositor, the Master Servicer, the Servicer
      or
      the Seller to any obligation in addition to those expressly undertaken in this
      Agreement. For purposes of the preceding sentence, with respect to an
      ERISA-Restricted Certificate that is not a Residual Certificate, in the event
      the representation letter referred to in the preceding sentence is not so
      furnished, such representation shall be deemed to have been made to the
      Securities Administrator by the transferee’s (including an initial acquirer’s)
      acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else
      to the contrary herein, any purported transfer of an ERISA-Restricted
      Certificate to or on behalf of a Plan without the delivery to the Securities
      Administrator of an Opinion of Counsel or representation letter satisfactory
      to
      the Securities Administrator as described above shall be void and of no
      effect.

    



    
      
         

      

      
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    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Securities Administrator shall be under no liability to any Person for
      any
      registration of transfer of any ERISA-Restricted Certificate that is in fact
      not
      permitted by this Section 6.02(b) or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement so long as the transfer
      was
      registered by the Securities Administrator in accordance with the foregoing
      requirements.

    


    (c) 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 the rights of each
      Person acquiring any ownership interest in a Residual Certificate are expressly
      subject to the following provisions:

    


    (i) Each
      Person holding or acquiring any ownership interest in a Residual Certificate
      shall be a Permitted Transferee.

    


    (ii) No
      ownership interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred (except for an initial registration on the
      Closing Date of the transfer to the Depositor (or an Affiliate thereof), the
      Trustee or the Securities Administrator), and the Securities Administrator
      shall
      not register the transfer of any Residual Certificate (except for an initial
      registration on the Closing Date of the transfer to the Depositor (or an
      Affiliate thereof), the Trustee or the Securities Administrator) unless, in
      addition to the certificates required to be delivered to the Securities
      Administrator under subparagraph (b) above, the Securities Administrator shall
      have been furnished with an affidavit of the Holder desiring to effect such
      transfer (a “Transferor Affidavit”) in the form attached hereto as Exhibit B-5
      and an affidavit of the proposed transferee (a “Transferee Affidavit”) in the
      form attached hereto as Exhibit B-6.

    


    (iii) Each
      Person holding or acquiring any ownership interest in a Residual Certificate
      shall agree (A) to obtain a Transferee Affidavit from any other Person to whom
      such Person attempts to Transfer its ownership interest in a Residual
      Certificate, (B) to obtain a Transferee Affidavit from any Person for whom
      such
      Person is acting as nominee, trustee or agent in connection with any transfer
      of
      a Residual Certificate and (C) not to transfer its ownership interest in a
      Residual Certificate or to cause the transfer of an ownership interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee.

    


    (iv) Any
      attempted or purported transfer of any ownership interest in a Residual
      Certificate in violation of the provisions of this Section 6.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 6.02(c), then the last preceding
      Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of 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 Section 6.02(b) and this Section 6.02(c) or for making
      any
      payments due on such Certificate to the Holder thereof or taking any other
      action with respect to such Holder under the provisions of this Agreement so
      long as the transfer was registered after receipt of the related Transferee
      Affidavit, Transferor Affidavit and either the Rule 144A Letter or the
      Investment Letter. The Securities Administrator shall be entitled but not
      obligated to recover from any Holder of a Residual Certificate that was in
      fact
      not a Permitted Transferee at the time it became a Holder or, at such subsequent
      time as it became other than a Permitted Transferee, all payments made on such
      Residual Certificate at and after either such time. Any such payments so
      recovered by the Securities Administrator shall be paid and delivered by the
      Securities Administrator to the last preceding Permitted Transferee of such
      Certificate.

    



    
      
         

      

      
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    (v) The
      Depositor shall promptly make available, upon receipt of written request from
      the Securities Administrator, all information necessary to compute any tax
      imposed under Section 860E(e) of the Code as a result of a transfer of an
      ownership interest in a Residual Certificate to any Holder who is not a
      Permitted Transferee.

    


    The
      restrictions on transfers of a Residual Certificate set forth in this Section
      6.02(c) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to transfers occurring after
      delivery to the Securities Administrator of an Opinion of Counsel, which Opinion
      of Counsel shall not be an expense of the Trust, the Securities Administrator
      or
      the Depositor, to the effect that the elimination of such restrictions will
      not
      cause an Adverse REMIC Event. Each Person holding or acquiring any ownership
      interest in a Residual Certificate hereby consents to any amendment of this
      Agreement which, based on an Opinion of Counsel furnished to the Securities
      Administrator is reasonably necessary (a) to ensure that the record ownership
      of, or any beneficial interest in, a Residual Certificate is not transferred,
      directly or indirectly, to a Person that is not a Permitted Transferee and
      (b)
      to provide for a means to compel the transfer of a Residual Certificate which
      is
      held by a Person that is not a Permitted Transferee to a Holder that is a
      Permitted Transferee.

    


    (d) The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02(d) in connection with transfer shall be at the expense of
      the
      parties to such transfers.

    


    (e) Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times: (i) registration
      of the Certificates may not be transferred by the Securities Administrator
      except to another Depository; (ii) the Depository shall maintain book-entry
      records with respect to the Certificate Owners and with respect to ownership
      and
      transfers of such Book-Entry Certificates; (iii) ownership and transfers of
      registration of the Book-Entry Certificates on the books of the Depository
      shall
      be governed by applicable rules established by the Depository; (iv) the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants; (v) the Securities Administrator shall deal with
      the Depository, Depository Participants and indirect participating firms as
      representatives of the Certificate Owners of the Book-Entry Certificates for
      purposes of exercising the rights of Holders under this Agreement, and requests
      and directions for and votes of such representatives shall not be deemed to
      be
      inconsistent if they are made with respect to different Certificate Owners;
      and
      (vi) the Securities Administrator may rely and shall be fully protected in
      relying upon information furnished by the Depository with respect to its
      Depository Participants and furnished by the Depository Participants with
      respect to indirect participating firms and Persons shown on the books of such
      indirect participating firms as direct or indirect Certificate
      Owners.

    



    
      
         

      

      
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    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer 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.

    


    If
      (x)
      (i) the Depository or 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 (ii) the Securities Administrator or
      the
      Depositor is unable to locate a qualified successor, or (y) after the occurrence
      of an Event of Default, Certificate Owners representing at least 51% of the
      Certificate Principal Amount of the Book-Entry Certificates together advise
      the
      Securities Administrator and the Depository through the Depository Participants
      in writing that the continuation of a book-entry system through the Depository
      is no longer in the best interests of the Certificate Owners, the Securities
      Administrator shall notify all Certificate Owners, through the Depository,
      of
      the occurrence of any such event and of the availability of Definitive
      Certificates to Certificate Owners requesting the same. Upon surrender to the
      Securities Administrator of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Securities Administrator shall issue the Definitive Certificates. Neither the
      Depositor nor the Securities Administrator shall be liable for any delay in
      delivery of such instruction and each may conclusively rely on, and shall be
      protected in relying on, such instructions. The Depositor shall provide the
      Securities Administrator with an adequate inventory of certificates to
      facilitate the issuance and transfer of Definitive Certificates. 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;
      provided
      that the
      Securities Administrator shall not by virtue of its assumption of such
      obligations become liable to any party for any act or failure to act of the
      Depository.

    


    
      	 	
              Section
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            


    

    


    If
      (a)
      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 (b) there is delivered to
      the
      Depositor and the Securities Administrator such security or indemnity as may
      be
      required by them to save each of them harmless, then, in the absence of notice
      to the Securities Administrator that such Certificate has been acquired by
      a
      bona fide purchaser, the Securities Administrator shall execute, countersign
      and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Certificate, a new Certificate of like Class, tenor and Percentage
      Interest. In connection with the issuance of any new Certificate under this
      Section 6.03, 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 6.03 shall constitute complete and indefeasible
      evidence of ownership, as if originally issued, whether or not the lost, stolen
      or destroyed Certificate shall be found at any time.

    



    
      
         

      

      
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              Section
                6.04.

            	
              Persons
                Deemed Owners.

            


    

    


    The
      Securities Administrator and any agent of the Trustee and the Securities
      Administrator may treat the Person in whose name any Certificate is registered
      as the owner of such Certificate for the purpose of receiving distributions
      as
      provided in this Agreement and for all other purposes whatsoever, and neither
      the Securities Administrator nor any agent of the Securities Administrator
      shall
      be affected by any notice to the contrary.

    


    
      	 	
              Section
                6.05.

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            


    

    


    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication which such Certificateholders propose to transmit, or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of such Trust held by the Securities Administrator, if any.
      The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

    


    
      	 	
              Section
                6.06.

            	
              Maintenance
                of Office or Agency.

            


    

    


    Certificates
      may be surrendered for registration of transfer or exchange at the Corporate
      Trust Office of the Securities Administrator. The Securities Administrator
      will
      give prompt written notice to the Certificateholders of any change in such
      location of any such office or agency.

    


    Section
      6.07. The
      Certificate Account.

    


    (a) The
      Paying Agent shall establish and maintain on behalf of the Certificateholders,
      the Certificate Account entitled “Certificate Account, U.S. Bank National
      Association, as Trustee, in trust for Holders of the HomeBanc Mortgage Trust
      2007-1, Mortgage Pass-Through Certificates.”

    


    (b) The
      Certificate Account shall be an Eligible Account. If the Certificate Account
      ceases to be an Eligible Account, the Paying Agent shall establish a new
      Certificate Account that is an Eligible Account within 10 days and transfer
      all
      funds and investment property on deposit in such existing Certificate Account
      into such new Certificate Account.

    



    
      
         

      

      
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    (c) On
      each
      Master Servicer Remittance Date, the Master Servicer shall remit to the Paying
      Agent the entire amount on deposit in the Collection Account (subject to
      permitted withdrawals set forth in Section 5.07).

    


    (d) Upon
      receipt, the Paying Agent shall deposit the amount received from the Master
      Servicer pursuant to subsection (c) of this Section 6.07 into the Certificate
      Account.

    


    (e) Funds
      in
      the Certificate Account may be invested by the Paying Agent in Eligible
      Investments selected by and at the written direction of the Master Servicer,
      which shall mature not later than the related Distribution Date and any such
      Eligible Investment shall not be sold or disposed of prior to its maturity.
      All
      such Eligible Investments shall be made in the name of the Trustee in trust
      for
      the benefit of the Certificateholders. All income and gain net of the Trustee
      Fee, the Custodian Fee, the Delaware Trustee Fee and any losses realized from
      any such investment of funds on deposit in the Certificate Account shall be
      for
      the benefit of the Master Servicer and shall be subject to withdrawal by the
      Paying Agent for payment to the Master Servicer from time to time in accordance
      with subsection (f) below and shall not be part of the Trust. The amount of
      any
      losses incurred in respect of any such investments shall be deposited in the
      Certificate Account by the Master Servicer out of its own funds, without any
      right of reimbursement therefor, immediately as realized.

    


    (f) The
      Paying Agent shall withdraw funds from the Certificate Account for payments
      to
      Certificateholders in the manner specified in this Agreement. In addition,
      the
      Paying Agent may prior to making the payment pursuant to Section 6.08 from
      time
      to time make withdrawals from the Certificate Account for the following
      purposes:

    


    (i) to
      the
      extent not reimbursed by the Master Servicer, to make payments to the Master
      Servicer pursuant to any provision of the Operative Agreements;

    


    (ii) to
      pay to
      the Master Servicer income earned on the investment of funds on deposit in
      the
      Certificate Account;

    


    (iii) to
      pay to
      the Delaware Trustee, the Trustee and the Custodian, amounts required to be
      reimbursed to them in accordance with the provisions of the Operative
      Agreements;

    


    (iv) to
      withdraw funds deposited in error in the Certificate Account; and

    


    (v) to
      clear
      and terminate the Certificate Account pursuant to Article IX.

    


    Section
      6.08.Distributions
      from the Certificate Account.
      

    


    (a) Interest
      and principal (as applicable) on the Group I Certificates will be distributed
      monthly on each Distribution Date, commencing in April 2007, in an amount equal
      to the Group I Available Funds on deposit in the Distribution Account for such
      Distribution Date.   On each Distribution Date, the Group I Available
      Funds on deposit in the Distribution Account shall be distributed as
      follows:

    



    
      
         

      

      
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    (i) on
      each
      Distribution Date, the
      Group I
      Available Funds
      for Loan
      Group I-1 will be distributed to the Group I-1 Senior Certificates as
      follows:

    


    first,
      to the
      Class I-1A-1, Class I-1A-2 and Class I-1X Certificates, on a pro
      rata
      basis,
      the Group I Accrued Interest on such Classes for such Distribution Date. As
      described below, accrued interest on the Class I-1A-1, Class I-1A-2 and Class
      I-1X Certificates is subject to reduction in the event of certain Group I Net
      Interest Shortfalls allocable thereto;

    


    second,
      to the
      Class I-1A-1, Class I-1A-2 and Class I-1X Certificates, on a pro
      rata
      basis,
      any Group I Accrued Interest thereon remaining undistributed from previous
      Distribution Dates, to the extent of remaining Group I Available Funds for
      Loan
      Group I-1; and

    


    third,
      to the
      Class I-1A-1 Certificates and Class I-1A-2 Certificates, on a pro
      rata
      basis,
      in reduction of the Class Principal Amount thereof, the Group I Senior Optimal
      Principal Amount for the Group I-1 Senior Certificates for such Distribution
      Date to the extent of remaining Group I Available Funds for Loan Group I-1,
      until the Class Principal Amounts of such Classes have been reduced to
      zero.

    


    (ii) on
      each
      Distribution Date, the Group I Available Funds for Loan Group I-2 will be
      distributed to the Group I-2 Senior Certificates as follows:

    


    first,
      to the
      Class I-2A-1, Class I-2A-2 and Class I-2X Certificates, on a pro
      rata
      basis,
      the Group I Accrued Interest on such Classes for such Distribution Date. As
      described below, accrued interest on the Class I-2A-1, Class I-2A-2 and Class
      I-2X Certificates is subject to reduction in the event of certain Group I Net
      Interest Shortfalls allocable thereto;

    


    second,
      to the
      Class I-2A-1, Class I-2A-2 and Class I-2X Certificates, on a pro
      rata
      basis,
      any Group I Accrued Interest thereon remaining undistributed from previous
      Distribution Dates, to the extent of remaining Group I Available Funds for
      Loan
      Group I-2; and

    


    third,
      to the
      Class I-2A-1 Certificates and Class I-2A-2 Certificates, on a pro
      rata
      basis,
      in reduction of the Class Principal Amount thereof, the Group I Senior Optimal
      Principal Amount for the Group I-2 Senior Certificates for such Distribution
      Date to the extent of remaining Group I Available Funds for Loan Group I-2,
      until the Class Principal Amounts of such Classes have been reduced to
      zero.

    


    (iii) on
      each
      Distribution Date, the Group I Available Funds for Loan Group I-3 will be
      distributed to the Group I-3 Senior Certificates as follows:

    


    first,
      to the
      Class I-3A-1, Class I-3A-2 and Class I-3X Certificates, on a pro
      rata
      basis,
      the Group I Accrued Interest on such Classes for such Distribution Date. As
      described below, accrued interest on the Class I-3A-1, Class I-3A-2 and Class
      I-3X Certificates is subject to reduction in the event of certain Group I Net
      Interest Shortfalls allocable thereto;

    



    
      
         

      

      
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    second,
      to the
      Class I-3A-1, Class I-3A-2 and Class I-3X Certificates, on a pro
      rata
      basis,
      any Group I Accrued Interest thereon remaining undistributed from previous
      Distribution Dates, to the extent of remaining Group I Available Funds for
      Loan
      Group I-3; and

    


    third,
      to the
      Class I-3A-1 Certificates and Class I-3A-2 Certificates, on a pro
      rata
      basis,
      in reduction of the Class Principal Amount thereof, the Group I Senior Optimal
      Principal Amount for the Group I-3 Senior Certificates for such Distribution
      Date to the extent of remaining Group I Available Funds for Loan Group I-3,
      until the Class Principal Amounts of such Classes have been reduced to
      zero.

    


    (iv) Except
      as
      provided in clauses (v) and (vi) below, on each Distribution Date on or prior
      to
      the Group I Cross-Over Date, an amount equal to the sum of any remaining Group
      I
      Available Funds for each Loan Group after the distributions in clauses (i),
      (ii)
      and (iii) above will be distributed sequentially, in the following order, to
      the
      Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class I-B-6
      Certificates, in each case up to an amount equal to and in the following order:
      (A) the Group I Accrued Interest thereon for such Distribution Date, (B) any
      Group I Accrued Interest thereon remaining undistributed from previous
      Distribution Dates and (C) such Class’s Group I Allocable Share for such
      Distribution Date, in each case, to the extent of remaining Group I Available
      Funds.

    


    (v) On
      each
      Distribution Date prior to the Group I Cross-Over Date but after the reduction
      of the Class Principal Amount of the Group I Senior Certificates of a
      Certificate Group to zero, the remaining class or classes of Group I Senior
      Certificates in the remaining Certificate Group or Groups will be entitled
      to
      receive in reduction of their Class Principal Amounts, pro
      rata
      based
      upon their Class Principal Amounts immediately prior to such Distribution Date,
      in addition to any Principal Prepayments related to such remaining Senior
      Certificates’ respective Loan Group allocated to such Group I Senior
      Certificates, 100% of the Principal Prepayments on any Mortgage Loan in the
      Loan
      Group or Groups relating to the class or classes of Group I Senior Certificates
      of the fully repaid Certificate Group; provided,
      however,
      that if
      (A) the weighted average of the Group I Subordinate Percentages on such
      Distribution Date equals or exceeds two times the initial weighted average
      of
      the Group I Subordinate Percentages and (B) the aggregate Scheduled Principal
      Balance of the Pool I Mortgage Loans delinquent 60 days or more (including
      for
      this purpose any such Mortgage Loans in foreclosure and bankruptcy and Mortgage
      Loans with respect to which the related Mortgaged Property has been acquired
      by
      the Trust), averaged over the last six months, as a percentage of the sum of
      the
      aggregate Class Principal Amount of the Group I Subordinate Certificates does
      not exceed 50%, then the additional allocation of Principal Prepayments to
      the
      Group I-1 Senior Certificates, Group I-2 Senior Certificates and Group I-3
      Senior Certificates in accordance with this subsection (v) will not be made
      and
      100% of the Principal Prepayments on any Group I Mortgage Loan in the Loan
      Group
      relating to the fully repaid class or classes of Group I Senior Certificates
      will be allocated to the Group I Subordinate Certificates.

    



    
      
         

      

      
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    (vi) If
      on any
      Distribution Date on which the aggregate Class Principal Amount of the Group
      I-1
      Senior Certificates, Group I-2 Senior Certificates and Group I-3 Senior
      Certificates would be greater than the aggregate Scheduled Principal Balance
      of
      the Pool I Mortgage Loans in its related Loan Group and any Group I Subordinate
      Certificates are still outstanding, in each case, after giving effect to
      distributions to be made on such Distribution Date, (i) 100% of amounts
      otherwise allocable to the Group I Subordinate Certificates in respect of
      principal will be distributed to the Group I-1 Senior Certificates, Group I-2
      Senior Certificates and Group I-3 Senior Certificates, as applicable,
pro
      rata,
      based
      upon their Class Principal Amounts immediately prior to such Distribution Date,
      in reduction of the Class Principal Amounts thereof, until the aggregate Class
      Principal Amount of the Group I-1 Senior Certificates, Group I-2 Senior
      Certificates and Group I-3 Senior Certificates, as applicable, is equal to
      the
      aggregate Scheduled Principal Balance of the Mortgage loans in its related
      Loan
      Group, and (ii) the Group I Accrued Interest otherwise allocable to the Group
      I
      Subordinate Certificates on such Distribution Date will be reduced, if
      necessary, and distributed to such class or classes of Group I Senior
      Certificates in an amount equal to the Group I Accrued Interest for such
      Distribution Date on the excess of (x) the aggregate Class Principal Amount
      of
      the Group I-1 Senior Certificates, Group I-2 Senior Certificates and Group
      I-3
      Senior Certificates, as applicable, over (y) the aggregate Scheduled Principal
      Balance of the Pool I Mortgage Loans in the related Loan Group. Any such
      reduction in the Group I Accrued Interest on the Group I Subordinate
      Certificates will be allocated in reverse order of the Group I Subordinate
      Certificates’ numerical designations, commencing with the Class I-B-6
      Certificates.

    


    (b) If,
      after
      distributions have been made pursuant to priorities first and second of
      subsections (i), (ii) and (iii) above on any Distribution Date, the remaining
      Group I Available Funds for each Loan Group are less than the Group I Senior
      Optimal Principal Amounts for the Group I-1 Senior Certificates, Group I-2
      Senior Certificates and Group I-3 Senior Certificates, respectively, the Group
      I
      Senior Optimal Principal Amount for such Loan Group shall be reduced, and such
      remaining Group I Available Funds will be distributed among the related Group
      I
      Senior Certificates, other than the Interest Only Certificates, on a
pro
      rata
      basis on
      the basis of such reduced amount.

    


    (c) On
      each
      Distribution Date, any Group I Available Funds remaining after payment of
      interest and principal to the classes of Group I Certificates entitled thereto,
      as described above, will be distributed to the Class R Certificates;
provided,
      that if
      on any Distribution Date there are any Group I Available Funds remaining after
      payment of interest and principal to a class or classes of Certificates entitled
      thereto, such amounts will be distributed to the other classes of Group I Senior
      Certificates, pro
      rata,
      based
      upon their Class Principal Amounts, until all amounts due to all classes of
      Group I Senior Certificates have been paid in full, before any amounts are
      distributed to the Class R Certificates.

    


    (d) For
      any
      Distribution Date, “pro rata” distributions among Classes of Group I
      Certificates in respect of Group I Accrued Interest or unpaid Group I Accrued
      Interest will be made in proportion to the amount of Group I Accrued Interest
      or
      unpaid Group I Accrued Interest, respectively, due on such Classes for such
      Distribution Date. For any Distribution Date, “pro rata” distributions among
      Classes of Certificates in respect of principal will be made in proportion
      to
      the Class Principal Amount of such Classes immediately prior to such
      Distribution Date. 

    



    
      
         

      

      
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    (e) No
      Group
      I Accrued Certificate Interest will be payable with respect to any Class of
      Group I Certificates after the Distribution Date on which the Class Principal
      Amount of such Certificate has been reduced to zero.

    


    (f) If
      on any
      Distribution Date the related Group I Available Funds for a Loan Group is less
      than the Group I Accrued Interest on the related Senior Certificates for such
      Distribution Date prior to reduction for Group I Net Interest Shortfalls and
      the
      interest portion of Realized Losses, the shortfall will be allocated among
      the
      holders of each Class of Senior Certificates in such Certificate Group in
      proportion to the respective amounts of Group I Accrued Interest that would
      have
      been allocated thereto in the absence of such Group I Net Interest Shortfalls
      and/or Realized Losses for such Distribution Date. In addition, the amount
      of
      any interest shortfalls will constitute unpaid Group I Accrued Interest and
      will
      be distributable to holders of the Certificates of the related Classes entitled
      to such amounts on subsequent Distribution Dates, to the extent of the
      applicable Group I Available Funds after current interest distributions as
      required herein. Any such amounts so carried forward will not bear interest.
      Shortfalls in interest payments will not be offset by a reduction in the
      servicing compensation of the Servicer and the Master Servicer or otherwise,
      except to the extent of applicable Compensating Interest Payments.

    


    (g) On
      each
      Distribution Date, the Paying Agent shall pay the Group II Interest Funds for
      such date, from funds in the Certificate Account, as follows in accordance
      with
      the report of the Securities Administrator:

    


    (i) to
      the
Class
      II-A Certificates, in an amount equal to Group II Current Interest and any
      Group
      II Carryforward Interest for such class for such Distribution Date;

    


    (ii) to
      the
      Class II-M-1, Class II-M-2 and Class II-B Certificates, sequentially, in that
      order, in an amount equal to any Group II Current Interest and any Group II
      Carryforward Interest for each such class for such Distribution
      Date;

    


    (iii) for
      application as part of Group II Monthly Excess Interest for such Distribution
      Date, as provided in subsection (i) of this Section, any Group II Interest
      Funds
      remaining after application pursuant to clauses (i) and (ii) above;

    


    (h) On
      each
      Distribution Date, the Paying Agent shall pay the Group II Principal
      Distribution Amount for such Distribution Date from funds in the Certificate
      Account as follows:

    


    (i) On
      each
      Distribution Date (a) prior to the Group II Stepdown Date or (b) with respect
      to
      which a Group II Trigger Event is in effect, in the following order of
      priority:

    


    (1) to
      the
      Class II-A Certificates, until its Class Principal Amount has been reduced
      to
      zero;

    



    
      
         

      

      
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    (2) to
      the
      Class II-M-1, Class II-M-2 and Class II-B Certificates, sequentially, in that
      order, in reduction of their respective Class Principal Amounts, until the
      Class
      Principal Amount of each such class has been reduced to zero; and

    


    (3) for
      application as part of Group II Monthly Excess Cashflow for such Distribution
      Date, as provided in subsection (i) of this Section, any Principal Payment
      Amount remaining after application pursuant to clauses (1) and (2)
      above.

    


    (ii) On
      each
      Distribution Date (a) on or after the Group II Stepdown Date and (b) with
      respect to which a Group II Trigger Event is not in effect, in the following
      order of priority:

    


    (1) to
      the
      Class II-A Certificates, an amount equal to the Class II-A Principal
      Distribution Amount, in reduction of their Class Principal Amount, until the
      Class Principal Amount of such class has been reduced to zero;

    


    (2) to
      the
      Class II-M-1 Certificates, an amount equal to the Class II-M-1 Principal
      Distribution Amount, in reduction of their Class Principal Amount, until the
      Class Principal Amount of such class has been reduced to zero;

    


    (3) to
      the
      Class II-M-2 Certificates, an amount equal to the Class II-M-2 Principal
      Distribution Amount, in reduction of their Class Principal Amount, until the
      Class Principal Amount of such class has been reduced to zero;

    


    (4) to
      the
      Class II-B Certificates, an amount equal to the Class II-B Principal
      Distribution Amount, in reduction of their Class Principal Amount, until the
      Class Principal Amount of such class has been reduced to zero; and

    


    (5) for
      application as part of Group II Monthly Excess Cashflow for such Distribution
      Date, as provided in subsection (i) of this Section, any Group II Principal
      Distribution Amount remaining after application pursuant to clauses (1) through
      (4) above.

    


    (i) On
      each
      Distribution Date, the Paying Agent shall pay the Group II Monthly Excess
      Cashflow for such date from funds in the Certificate Account in accordance
      with
      the report of the Securities Administrator, in the following order of
      priority:

    


    (i) to
      the
      holders of the class or classes of Group II Certificates then entitled to
      receive distributions in respect of principal, in an amount equal to the Group
      II Extra Principal Distribution Amount, distributable as part of the Group
      II
      Principal Distribution Amount
      for each such class and such Distribution Date;

    


    (ii) to
      the
      Class II-A, Class II-M-1, Class II-M-2 and Class II-B Certificates,
      sequentially, in that order, in an amount equal to the Group II Deferred Amount
      for each such class and such Distribution Date;

    



    
      
         

      

      
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    (iii) to
      the
      Class II-A, Class II-M-1, Class II-M-2 and Class II-B Certificates,
      sequentially, in that order, in an amount equal to any Group II Basis Risk
      Carryover Amount for each such class and such Distribution Date;
      and

    


    (iv) to
      the
      Class II-X Certificates, the Class II-X Distributable Amount.

    


    (v) to
      the
      Class R Certificate, any remaining amount.

    


    Section
      6.09. Allocation
      of Losses.

    


    (a) On
      or
      prior to each Determination Date, the Master Servicer shall determine the amount
      of any Realized Loss in respect of each Pool I Mortgage Loan that occurred
      during the immediately preceding calendar month, based on information provided
      by the Servicer.

    


    (b) With
      respect to any Group I Certificates on any Distribution Date, the principal
      portion of each Realized Loss on a Pool I Mortgage Loan shall be allocated
      as
      follows:

    


    first,
      to the
      Class I-B-6 Certificates until the Class Principal Amount thereof has been
      reduced to zero;

    


    second,
      to the
      Class I-B-5 Certificates until the Class Principal Amount thereof has been
      reduced to zero;

    


    third,
      to the
      Class I-B-4 Certificates until the Class Principal Amount thereof has been
      reduced to zero;

    


    fourth,
      to the
      Class I-B-3 Certificates until the Class Principal Amount thereof has been
      reduced to zero;

    


    fifth,
      to the
      Class I-B-2 Certificates until the Class Principal Amount thereof has been
      reduced to zero;

    


    sixth,
      to the
      Class I-B-1 Certificates until the Class Principal Amount thereof has been
      reduced to zero; and

    


    seventh,
      if such
      loss is on (a) a Pool I Mortgage Loan in Loan Group I-1, to the Class I-1A-1
      Certificates and Class I-1A-2 Certificates until the Class Principal Amount
      thereof has been reduced to zero; provided, however, any such Realized Losses
      otherwise allocable to the Class I-1A-1 Certificates will be first allocated
      to
      the Class I-1A-2 Certificates, until the Class Principal Amount of the Class
      I-1A-2 Certificates has been reduced to zero, and then to the Class I-1A-1
      Certificates; (b) a Pool I Mortgage Loan in Loan Group I-2, to the Class I-2A-1
      Certificates and Class I-2A-2 Certificates until the Class Principal Amount
      thereof has been reduced to zero; provided, however, any such Realized Losses
      otherwise allocable to the Class I-2A-1 Certificates will be first allocated
      to
      the Class I-2A-2 Certificates, until the Class Principal Amount of the Class
      I-2A-2 Certificates has been reduced to zero, and then to the Class I-2A-1
      Certificates; and (c) a Pool I Mortgage Loan in Loan Group I-3, to the Class
      I-3A-1 Certificates and Class I-3A-2 Certificates until the Class Principal
      Amount thereof has been reduced to zero; provided, however, any such Realized
      Losses otherwise allocable to the Class I-3A-1 Certificates will be first
      allocated to the Class I-3A-2 Certificates, until the Class Principal Amount
      of
      the Class I-3A-2 Certificates has been reduced to zero, and then to the Class
      I-3A-1 Certificates.

    



    
      
         

      

      
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    (c) Once
      the
      Class Principal Amounts of the Group I Senior Certificates of a Certificate
      Group have been reduced to zero, the principal portion of Realized Losses on
      the
      Pool I Mortgage Loans in the related Loan Group (if any) shall be allocated
      on a
pro
      rata
      basis to
      the remaining Group I Senior Certificates of the other Certificate
      Groups.

    


    (d) Notwithstanding
      the foregoing clause (b), no such allocation of any Realized Loss shall be
      made
      on a Distribution Date to any Class of Certificates to the extent that such
      allocation would result in the reduction of the aggregate Class Principal Amount
      of all the Certificates (other than the Class R Certificates) as of such
      Distribution Date, after giving effect to all distributions and prior
      allocations of Realized Losses on the Pool I Mortgage Loans on such date, to
      an
      amount less than the aggregate Scheduled Principal Balance of all of the Pool
      I
      Mortgage Loans in the related Loan Group as of the first day of the month of
      such Distribution Date (such limitation, the “Group I Loss Allocation
      Limitation”).

    


    (e) Any
      Realized Losses allocated to a Class of Certificates shall be allocated among
      the Certificates of such Class in proportion to their respective Class Principal
      Amounts. Any allocation of Realized Losses shall be accomplished by reducing
      the
      Class Principal Amount of the related Certificates on the related Distribution
      Date.

    


    (f) Realized
      Losses shall be allocated on the Distribution Date in the month following the
      month in which such loss was incurred and, in the case of the principal portion
      thereof, after giving effect to distributions made on such Distribution
      Date.

    


    (g) On
      each
      Distribution Date, the Securities Administrator shall determine and notify
      the
      Paying Agent of the Group I Subordinate Certificate Writedown Amount. Any Group
      I Subordinate Certificate Writedown Amount shall effect a corresponding
      reduction in the Class Principal Amount of (i) if prior to the Group I
      Cross-Over Date, the Class Principal Amounts of the Group I Subordinate
      Certificates, in the reverse order of their numerical Class designations and
      (ii) from and after the Group I Cross-Over Date, the Group I Senior
      Certificates, in accordance with priorities set forth in clause (b) above,
      which
      reduction shall occur on such Distribution Date after giving effect to
      distributions made on such Distribution Date.

    


    (h) Any
      Group
      I Net Interest Shortfall will be allocated among the Classes of Group I
      Certificates (other than the Residual Certificates) in proportion to the
      respective amounts of Group I Accrued Interest that would have been allocated
      thereto in the absence of such Group I Net Interest Shortfall for such
      Distribution Date. The interest portion of any Realized Losses with respect
      to
      the Pool I Mortgage Loans occurring on or prior to the Group I Cross-Over Date
      will not be allocated among any Certificates, but will reduce the amount of
      Group I Available Funds on the related Distribution Date. As a result of the
      subordination of the Group I Subordinate Certificates in right of distribution,
      such Realized Losses on the Pool I Mortgage Loans will be borne by the Group
      I
      Subordinate Certificates, in inverse order of their numerical Class
      designations. Following the Group I Cross-Over Date, the interest portion of
      Realized Losses on the Pool I Mortgage Loans will be allocated to the Group
      I
      Senior Certificates in the manner described in the first sentence of this clause
      (h).

    



    
      
         

      

      
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    (i) On
      each
      Distribution Date, the Class Principal Amounts of the Group II Certificates
      shall be reduced by the amount of any Group II Applied Loss Amount for such
      date, in the following order of priority:

    


    (i) to
      the
      Class II-B Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

    


    (ii) to
      the
      Class II-M-2 Certificates, until the Class Principal Amount thereof has been
      reduced to zero;

    


    (iii) to
      the
      Class II-M-1 Certificates, until the Class Principal Amount thereof has been
      reduced to zero; and

    


    (iv) to
      the
      Class II-A Certificates, until the Class Principal Amount thereof has been
      reduced to zero.

    


    (j) In
      addition, in the event that the Master Servicer receives any Subsequent
      Recoveries from the Servicer, the Master Servicer shall deposit such funds
      into
      the Collection Account pursuant to Section 5.06. If, after taking into account
      such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
      of such Subsequent Recoveries from the related Mortgage Pool will be applied
      to
      increase the Class Principal Amount of the Class of Subordinate Certificates
      relating to such Mortgage Pool 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 Subordinate Certificates pursuant
      to this Section 6.09. The amount of any remaining Subsequent Recoveries will
      be
      applied to sequentially increase the Class Principal Amount of the Subordinate
      Certificates, beginning with the Class of Subordinate Certificates with the
      next
      highest payment priority, up to the amount of such Realized Losses previously
      allocated to such Class of Certificates pursuant to this Section 6.09. 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.

    


    Section
      6.10.Control
      of the Trust Accounts.
      

    


    (a) The
      Depositor and the Trustee hereby appoint the Securities Administrator as
      Securities Intermediary with respect to the Trust Accounts, and the Trustee
      shall hold, for the benefit of the Certificateholders, a security interest
      to
      secure all amounts due Certificateholders hereunder in and to the Trust Accounts
      and the Security Entitlements to all Financial Assets credited to the Trust
      Accounts, including without limitation all amounts, securities, investments,
      Financial Assets, investment property and other property from time to time
      deposited in or credited to the Trust Accounts and all proceeds thereof. Amounts
      held from time to time in the Trust Accounts will continue to be held by the
      Securities Intermediary for the benefit of the Trustee for the benefit of the
      Certificateholders. Upon the termination of the Trust, the Trustee shall inform
      the Securities Intermediary of such termination. By acceptance of their
      Certificates or interests therein, the Certificateholders shall be deemed to
      have appointed the Securities Administrator as Securities Intermediary. The
      Securities Administrator hereby accepts such appointment as Securities
      Intermediary.

    



    
      
         

      

      
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    (b) With
      respect to the Trust Account Property credited to the Trust Accounts, the
      Securities Intermediary agrees that:

    


    (i) with
      respect to any Trust Account Property that is held in deposit accounts, each
      such deposit account shall be subject to the exclusive custody and control
      of
      the Securities Intermediary, and the Securities Intermediary shall have sole
      signature authority with respect thereto;

    


    (ii) the
      sole
      assets permitted in each Trust Account shall be those as the Securities
      Intermediary agrees to treat as Financial Assets; and

    


    (iii) any
      such
      Trust Account Property that is, or is treated as, a Financial Asset shall be
      physically delivered (accompanied by any required endorsements) to, or credited
      to an account in the name of, the Securities Intermediary or other eligible
      institution maintaining each Trust Account in accordance with the Securities
      Intermediary’s customary procedures such that the Securities Intermediary or
      such other institution establishes a Security Entitlement in favor of the
      Trustee with respect thereto over which the Securities Intermediary or such
      other institution has Control;

    


    (c) The
      Securities Intermediary hereby confirms that (A) each Trust Account is an
      account to which Financial Assets are or may be credited, and the Securities
      Intermediary shall, subject to the terms of this Agreement, treat the Trustee
      as
      entitled to exercise the rights that comprise any Financial Asset credited
      to
      each Trust Account, (B) all Trust Account Property in respect of each Trust
      Account will be promptly credited by the Securities Intermediary to such
      account, and (C) all securities or other property underlying any Financial
      Assets credited to each Trust Account shall be registered in the name of the
      Securities Intermediary, endorsed to the Securities Intermediary or in blank
      or
      credited to another securities account maintained in the name of the Securities
      Intermediary and in no case will any Financial Asset credited to any Trust
      Account be registered in the name of the Depositor or the Trust, payable to
      the
      order of the Depositor or the Trust or specially endorsed to the Depositor
      or
      the Trust, except to the extent the foregoing have been specially endorsed
      to
      the Securities Intermediary or in blank;

    


    (d) The
      Securities Intermediary hereby agrees that each item of property (whether
      investment property, Financial Asset, security, instrument or cash) credited
      to
      each Trust Account shall be treated as a Financial Asset;

    


    (e) If
      at any
      time the Securities Intermediary shall receive an Entitlement Order from the
      Trustee (or the Securities Administrator on its behalf) directing transfer
      or
      redemption of any Financial Asset relating to any Trust Account, the Securities
      Intermediary shall comply with such Entitlement Order without further consent
      by
      the Depositor, the Trust or any other Person. If at any time the Trustee or
      the
      Securities Administrator notifies the Securities Intermediary in writing that
      the Trust has been terminated in accordance herewith, then thereafter if the
      Securities Intermediary shall receive any order from the Depositor or the Trust
      directing transfer or redemption of any Financial Asset relating to any Trust
      Account, the Securities Intermediary shall comply with such Entitlement Order
      without further consent by the Trustee or any other Person;

    



    
      
         

      

      
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    (f) In
      the
      event that the Securities Intermediary has or subsequently obtains by agreement,
      operation of law or otherwise a security interest in a Trust Account or any
      Financial Asset credited thereto, the Securities Intermediary hereby agrees
      that
      such security interest shall be subordinate to the security interest of the
      Trustee. The Financial Assets credited to each Trust Account will not be subject
      to deduction, set-off, banker’s lien, or any other right in favor of any Person
      other than the Trustee (except that the Securities Intermediary may set-off
      (i)
      all amounts due to it in respect of its customary fees and expenses for the
      routine maintenance and operation of a Trust Account and (ii) the face amount
      of
      any checks which have been credited to a Trust Account but are subsequently
      returned unpaid because of uncollected or insufficient funds);

    


    (g) There
      are
      no other agreements entered into between the Securities Intermediary in such
      capacity and the Depositor or the Trust with respect to the Trust Accounts.
      In
      the event of any conflict between this Agreement (or any provision of this
      Agreement) and any other agreement now existing or hereafter entered into,
      the
      terms of this Agreement shall prevail;

    


    (h) The
      rights and powers granted herein to the Trustee have been granted in order
      to
      perfect its security interest in each Trust Account and the Security
      Entitlements to the Financial Assets credited thereto, and are powers coupled
      with an interest and will neither be affected by the bankruptcy of the Depositor
      or the Trust nor by the lapse of time. The obligations of the Securities
      Intermediary hereunder shall continue in effect until the security interest
      of
      the Trustee in the Trust Accounts, and in such Security Entitlements, has been
      terminated pursuant to the terms of this Agreement and the Trustee has notified
      the Securities Intermediary of such termination in writing; and

    


    (i) Notwithstanding
      anything else contained herein, the Depositor and the Trustee agree that each
      Trust Account will be established only with the Securities Intermediary or
      another institution meeting the requirements of this Section, which by
      acceptance of its appointment as Securities Intermediary agrees substantially
      as
      follows: (1) it will comply with Entitlement Orders related to each Trust
      Account issued by the Trustee without further consent by the Depositor; (2)
      until termination of the Trust, it will not enter into any other agreement
      related to such accounts pursuant to which it agrees to comply with Entitlement
      Orders of any Person other than the Trustee, as collateral agent, or the
      Securities Administrator on its behalf; and (3) all assets delivered or credited
      to it in connection with such account and all investments thereof will be
      promptly credited to the applicable account.

    


    (j) Notwithstanding
      the foregoing, the Depositor shall have the power, revocable by the Trustee,
      to
      instruct the Trustee, the Securities Administrator and the Master Servicer
      to
      make withdrawals and payments from each Trust Account for the purpose of
      permitting the Master Servicer, the Securities Administrator to carry out its
      respective duties hereunder or permitting the Trustee to carry out its duties
      under this Agreement.

    



    
      
         

      

      
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    (k) Each
      of
      the Depositor and the Trustee agrees to take or cause to be taken such further
      actions, to execute, deliver and file or cause to be executed, delivered and
      filed such further documents and instruments (including, without limitation,
      any
      financing statements under the Relevant UCC or this Agreement) as may be
      necessary to perfect the interests created by this Section in favor of the
      Trustee on behalf of the Certificateholders and otherwise fully to effectuate
      the purposes, terms and conditions of this Section. The Depositor
      shall:

    


    (i) promptly
      execute, deliver and file any financing statements, amendments, continuation
      statements, assignments, certificates and other documents with respect to such
      interests and perform all such other acts as may be necessary in order to
      perfect or to maintain the perfection of the Trust’s and the Trustee’s security
      interest in the Trust Account Property; and

    


    (ii) make
      the
      necessary filings of financing statements or amendments thereto within five
      days
      after the occurrence of any of the following: (1) any change in its corporate
      name or any trade name or its jurisdiction of organization; (2) any change
      in
      the location of its chief executive office or principal place of business;
      and
      (3) any merger or consolidation or other change in its identity or corporate
      structure and promptly notify the Trust and the Trustee of any such
      filings.

    


    (iii) Neither
      the Depositor nor the Trust shall organize under the law of any jurisdiction
      other than the state under which each is organized as of the Closing Date
      (whether changing its jurisdiction of organization or organizing under an
      additional jurisdiction) without giving thirty (30) days prior written notice
      of
      such action to its immediate and mediate transferee, including the Trustee.
      Before effecting such change, each of the Depositor or the Trust proposing
      to
      change its jurisdiction of organization shall prepare and file in the
      appropriate filing office any financing statements or other statements necessary
      to continue the perfection of the interests of its immediate and mediate
      transferees, including the Trustee, in the Trust Account Property. In connection
      with the transactions contemplated by the Operative Agreements relating to
      the
      Trust Account Property, each of the Depositor and the Trust authorizes its
      immediate or mediate transferee to file in any filing office any initial
      financing statements, any amendments to financing statements, any continuation
      statements, or any other statements or filings described in this Section
      6.10.

    


    None
      of
      the Securities Intermediary or any director, officer, employee or agent of
      the
      Securities Intermediary shall be under any liability to the Trustee or the
      Certificateholders for any action taken, or not taken, in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Securities Intermediary against any
      liability to the Trustee or the Certificateholders which would otherwise be
      imposed by reason of the Securities Intermediary’s willful misconduct, bad faith
      or negligence in the performance of its obligations or duties hereunder. The
      Securities Intermediary and any director, officer, employee or agent of the
      Securities Intermediary 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 Securities Intermediary shall be under no
      duty to inquire into or investigate the validity, accuracy or content of such
      document. The Trust shall indemnify the Securities Intermediary for and hold
      it
      harmless against any loss, liability or expense arising out of or in connection
      with this Agreement and carrying out its duties hereunder, including the costs
      and expenses of defending itself against any claim of liability, except in
      those
      cases where the Securities Intermediary has been guilty of bad faith, negligence
      or willful misconduct. The foregoing indemnification shall survive any
      termination of this Agreement or the resignation or removal of the Securities
      Intermediary.

    



    
      
         

      

      
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    Section
      6.11.Monthly
      Advances by Master Servicer and Servicer.
      

    


    (a) Subject
      to Section 4.03(c), Monthly Advances shall be made in respect of each Servicer
      Remittance Date as provided herein. If, on any Determination Date, the Servicer
      determines that any Monthly Payments due during the related Collection Period
      have not been received, such Servicer shall advance such amount to the extent
      provided in Section 4.03(c) hereof. If any Servicer fails to remit Monthly
      Advances required to be made under Section 4.03(c) hereof, the Master Servicer
      shall itself make, or shall cause the successor Servicer to make, such Monthly
      Advance on the Servicer Remittance Date immediately following such Determination
      Date. If the Master Servicer determines that a Monthly Advance is required,
      it
      shall on the Business Day immediately prior to the related Distribution Date
      deposit in the Collection Account (from its own funds or funds advanced by
      the
      Servicer) immediately Group I Available Funds in an amount equal to such Monthly
      Advance. The Master Servicer and the Servicer shall be entitled to be reimbursed
      from the Collection Account, and the Servicer shall be entitled to be reimbursed
      from the Custodial Account, for all Monthly Advances made by it as provided
      in
      Section 4.02(e). Notwithstanding anything to the contrary herein, in the event
      the Master Servicer determines in its reasonable judgment that a Monthly Advance
      is a Nonrecoverable Advance, the Master Servicer shall be under no obligation
      to
      make such Monthly Advance.

    


    (b) In
      the
      event that the Master Servicer or Servicer fails for any reason to make a
      Monthly Advance required to be made pursuant to this Section 6.11, the Trustee,
      as successor Master Servicer, shall, on or before the related Distribution
      Date,
      deposit in the Collection Account an amount equal to the excess of (a) Monthly
      Advances required to be made by the Master Servicer or the Servicer that would
      have been deposited in such Collection Account over (b) the amount of any
      Monthly Advance made by the Master Servicer or the Servicer with respect to
      such
      Distribution Date; provided,
      however,
      that
      the Trustee as successor Master Servicer shall be required to make such Monthly
      Advance only if it is not prohibited by law from doing so and it has determined
      that such Monthly Advance would be recoverable from amounts to be received
      with
      respect to such Mortgage Loan, including late payments, Liquidation Proceeds,
      Condemnation Proceeds, Insurance Proceeds, or otherwise. The Trustee shall
      be
      entitled to be reimbursed from the Collection Account for Monthly Advances
      made
      by it pursuant to this Section 6.11 as if it were the Master Servicer and shall
      be entitled to receive all compensation and fees of the Master Servicer in
      accordance with Section 9.01(b).

    



    
      
         

      

      
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    ARTICLE
      VII

     

    THE
      TRUSTEE AND THE SECURITIES ADMINISTRATOR

    


    
      	 	
              Section
                7.01.

            	
              Duties
                of Trustee
                and the Securities Administrator.

            


    

    


    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default of which
      a Responsible Officer of the Trustee has actual knowledge and after the curing
      of all Master Servicer Events of Default that may have occurred, and the
      Securities Administrator each shall undertake to perform such duties and only
      such duties as are specifically set forth in this Agreement. In case a Master
      Servicer Event of Default of which a Responsible Officer of the Trustee has
      actual knowledge has occurred and remains uncured, the Trustee shall exercise
      such of the rights and powers vested in it by this Agreement, and use the same
      degree of care and skill in their exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

    


    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 that are specifically required to be furnished
      pursuant to any provision of this Agreement shall examine them to determine
      whether they are in the form required by this Agreement; provided,
      however,
      that
      the Trustee and the Securities Administrator shall not be responsible for the
      accuracy or content of any such resolution, certificate, statement, opinion,
      report, document, order or other instrument. If any such instrument is found
      not
      to conform in any material respect to the requirements of this Agreement, the
      Trustee or the Securities Administrator shall notify the Certificateholders
      of
      such instrument in the event that the Trustee or the Securities Administrator,
      after so requesting, does not receive a satisfactorily corrected
      instrument.

    


    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 willful misconduct; provided,
      however,
      that:

    


    (i) except,
      in the case of the Trustee, if a Master Servicer Event of Default of which
      a
      Responsible Officer of the Trustee has actual knowledge shall have occurred
      and
      be continuing, the duties and obligations of the Trustee and the Securities
      Administrator shall be determined solely by the express provisions of this
      Agreement, neither the Trustee nor the Securities Administrator shall be liable
      except for the performance of such duties and obligations as are specifically
      set forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee or the Securities Administrator and
      in
      the absence of bad faith on the part of the Trustee or 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, and
      conforming to the requirements of this Agreement which it believed in good
      faith
      to be genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

    



    
      
         

      

      
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    (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 finally proven by a court having jurisdiction
      that the Trustee or the Securities Administrator was negligent in ascertaining
      the pertinent facts;

    


    (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 Holders of Certificates evidencing not less than 25%
      of
      the Voting Interests of Certificates 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;

    


    (iv) neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur financial liability in the performance of
      any
      of its duties hereunder or the exercise of any of its rights or powers if there
      is reasonable ground for believing that the repayment of such funds or adequate
      indemnity against such risk or liability is not assured to it, and none of
      the
      provisions contained in this Agreement shall in any event require the Trustee
      or
      the Securities Administrator to perform, or be responsible for the manner of
      performance of, any of the obligations of the Master Servicer or the Servicer
      under this Agreement except during such time, if any, as the Trustee shall
      be
      the successor to, and be vested with the rights, duties, powers and privileges
      of, the Master Servicer; and

    


    (v) without
      limiting the generality of this Section 7.01, neither the Trustee nor the
      Securities Administrator shall have any duty (A) to cause any recording, filing,
      or depositing of this Agreement or any agreement referred to herein or any
      financing statement or continuation statement evidencing a security interest,
      or
      to see to the maintenance of any such recording or filing or deposit or to
      any
      rerecording, refiling or redepositing of any thereof, (B) to cause the provision
      of any insurance, (C) to cause the payment or discharge of any tax, assessment,
      or other governmental charge or any lien or encumbrance of any kind owing with
      respect to, assessed or levied against, any part of the Trust Estate other
      than
      from funds available in the Certificate Account (D) to confirm or verify the
      contents of any reports or certificates of the Master Servicer or the Servicer
      delivered to the Trustee or the Securities Administrator pursuant to this
      Agreement believed by the Trustee or the Securities Administrator to be genuine
      and to have been signed or presented by the proper party or
      parties.

    


    
      	 	
              Section
                7.02.

            	
              Certain
                Matters Affecting the Trustee and the Securities
                Administrator.

            


    

    


    Except
      as
      otherwise provided in Section 7.01:

    


    (i) 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 believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties and the Trustee and the Securities
      Administrator shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

    



    
      
         

      

      
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    (ii) the
      Trustee and the Securities Administrator may consult with counsel, financial
      advisers or accountants and the advice of any such counsel, financial advisers
      or accountants and any advice of counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such opinion of
      counsel;

    


    (iii) neither
      the Trustee nor the Securities Administrator shall be 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;

    


    (iv) 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 so to
      do
      by Holders of Certificates evidencing not less than 25% of the Voting Interests
      allocated to each Class of Certificates; 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 the security afforded to it by the terms
      of
      this Agreement, the Trustee or the Securities Administrator, as applicable,
      may
      require indemnity satisfactory to it against such cost, expense or liability
      as
      a condition to taking any such action. 

    


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

    


    (vi) neither
      the Trustee nor the Securities Administrator shall be required to risk or expend
      its own funds or otherwise incur any financial liability in the performance
      of
      any of its duties or in the exercise of any of its rights or powers hereunder
      if
      it shall have reasonable grounds for believing that repayment of such funds
      or
      adequate indemnity against such risk or liability is not assured to
      it;

    


    (vii) neither
      the Trustee nor the Securities Administrator shall be liable for any loss on
      any
      investment of funds pursuant to this Agreement (other than as issuer of the
      investment security);

    


    (viii) the
      Trustee shall not be deemed to have knowledge of any default, Master Servicer
      Event of Default or Servicer Event of Default until a Responsible Officer of
      the
      Trustee shall have received written notice thereof and in the absence of such
      notice, the Trustee may conclusively assume that there is no Event of
      Default;

    



    
      
         

      

      
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    (ix) the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Certificateholders, pursuant to the provisions of this Agreement,
      unless such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity satisfactory to the Trustee against the costs, expenses
      and liabilities which may be incurred therein or thereby;

    


    (x) the
      right
      of the Trustee and the Securities Administrator to perform any discretionary
      act
      enumerated in this Agreement shall not be construed as a duty, and neither
      the
      Trustee nor the Securities Administrator shall be answerable for other than
      its
      negligence or willful misconduct in the performance of such act;
      and

    


    (xi) neither
      the Trustee nor the Securities Administrator shall be required to give any
      bond
      or surety in respect of the execution of the Trust Estate or the powers granted
      hereunder.

    


    
      	 	
              Section
                7.03.

            	
              Neither
                Trustee nor Securities Administrator Liable for Certificates or Mortgage
                Loans.

            


    

    


    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor, the Seller or Servicer, as the case may be, and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness. Neither the Trustee nor the Securities Administrator
      makes any representations as to the validity or sufficiency of this Agreement
      or
      of the Certificates or of any Mortgage Loan or related document other than
      with
      respect to the Trustee’s execution and counter-signature of the Certificates.
      Neither the Trustee nor the Securities Administrator shall be accountable for
      the use or application by the Depositor, the Master Servicer or the Servicer
      of
      any funds paid to the Depositor, the Master Servicer or the Servicer in respect
      of the Mortgage Loans or deposited in or withdrawn from the Collection Account
      by the Depositor, the Master Servicer or the Servicer. 

    


    
      	 	
              Section
                7.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            


    

    


    Each
      of
      the Trustee and the Securities Administrator in its individual or any other
      capacity may become the owner or pledgee of Certificates with the same rights
      as
      it would have if it were not the Trustee or the Securities
      Administrator.

    


    
      	 	
              Section
                7.05.

            	
              Fees
                and Expenses of the Trustee, the Securities Administrator and
                Others.

            


    

    


    The
      Trustee, as compensation for its activities hereunder, shall be paid the Trustee
      Fee by the Master Servicer on behalf of the Trust. The Securities
      Administrator’s compensation shall be paid by the Master Servicer.

    



    
      
         

      

      
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    The
      Trustee and the Securities Administrator shall also be entitled to reimbursement
      from the Certificate Account for reasonable expenses, except for expenses,
      disbursements and advances incurred by the Trustee and/or the Securities
      Administrator in the routine administration of their respective duties in
      accordance with this Agreement and any such expenses, disbursements or advances
      arising from their respective negligence, bad faith or willful misconduct.
      The
      Trust shall indemnify and hold harmless the Trustee, the Securities
      Administrator, the Custodian or the Paying Agent and any director, officer,
      employee or agent thereof against any loss, liability and expense, including
      reasonable attorney’s fees, incurred in connection with or arising out of this
      Agreement, any custodial agreement or the Certificates, including, but not
      limited to, any such loss, liability or expense incurred in connection with
      any
      legal action against the Trust or the Trustee, the Securities Administrator,
      the
      Paying Agent or the Custodian or any director, officer, employee or agent
      thereof, or the performance of any of the duties of the Trustee, the Securities
      Administrator, the Custodian or the Paying Agent under this Agreement or the
      duties of the Custodian under any custodial agreement (including, but not
      limited to, the execution and delivery of documents in connection with a
      foreclosure sale, trustee’s sale, or deed in lieu of foreclosure of a Mortgage
      Loan, including, but not, limited to, any deed of reconveyance, any substitution
      of trustee documents or any other documents to release, satisfy, cancel or
      discharge any Mortgage Loan), other than, in each case, any loss, liability
      or
      expense incurred by the Trustee, the Securities Administrator, the Paying Agent
      or the Custodian by reason of the willful misfeasance, bad faith or negligence
      of such party in the performance of its duties under this Agreement or by reason
      of the willful misfeasance, bad faith or gross negligence of the Custodian
      under
      any custodial agreement (including specifically any loss, liability or expense
      incurred by the Custodian by reason of simple negligence). The provisions of
      this Section 7.05 shall survive the resignation or removal of the Trustee,
      the
      Securities Administrator, the Custodian or the Paying Agent and the termination
      of this Agreement and the resignation or removal of the Custodian under any
      custodial agreement.

    


    The
      Trustee may receive an additional indemnity from a party acceptable to the
      Trustee.

    


    
      	 	
              Section
                7.06.

            	
              Eligibility
                Requirements for the Trustee
                and the Securities Administrator.

            


    

    


    The
      Trustee and the Securities Administrator hereunder shall at all times (i) be
      a
      corporation or an association organized and doing business under the laws of
      a
      state or the United States of America, (ii) be authorized under such laws to
      exercise corporate trust powers, (iii) have a combined capital and surplus
      of at
      least $50,000,000, (iv) be subject to supervision or examination by federal
      or
      state authority, (v) have a credit rating which would not cause either of the
      Rating Agencies to reduce its respective then-current ratings of the
      Certificates (or have provided such security from time to time as is sufficient
      to avoid such reduction) and (vi) not be an affiliate of the Servicer or any
      successor Servicer. If such corporation or association publishes reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section 7.06 the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. In case at any time the Trustee or
      the
      Securities Administrator shall cease to be eligible in accordance with the
      provisions of this Section 7.06, the Trustee or the Securities Administrator,
      as
      the case may be, shall resign immediately in the manner and with the effect
      specified in Section 7.07 hereof. The entity serving as Trustee or Securities
      Administrator may have normal banking and trust relationships with the Depositor
      and its Affiliates.

    



    
      
         

      

      
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              Section
                7.07.

            	
              Resignation
                and Removal of Trustee
                or 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 of resignation
      to the Depositor, the Master Servicer, the Servicer, each Rating Agency not
      less
      than 60 days before the date specified in such notice when, subject to Section
      7.08, such resignation is to take effect, and acceptance by a successor trustee
      or securities administrator, as applicable, in accordance with Section 7.08
      meeting the qualifications set forth in Section 7.06. If no successor trustee
      meeting such qualifications shall have been so appointed and have accepted
      appointment within 30 days after the giving of such notice or resignation,
      the
      resigning Trustee or the Securities Administrator, as the case may be, may
      petition any court of competent jurisdiction for the appointment of a successor
      trustee or successor 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 7.06 hereof and shall fail to resign
      after written request thereto by the Depositor, or if at any time the Trustee
      or
      the Securities Administrator shall become incapable of acting, or shall be
      adjudged as 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, or a tax is imposed with respect to the Trust
      by
      any state in which the Trustee or any part of the Trust is located and the
      imposition of such tax would be avoided by the appointment of a different
      trustee, then the Depositor may remove the Trustee and appoint a successor
      trustee by written instrument, in triplicate, one copy of which instrument
      shall
      be delivered to each of the Trustee, the Servicer and the successor
      trustee.

    


    If
      the
      Securities Administrator shall fail to deliver the information or reports
      required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section
      8.04(b)(ii), as applicable, within the required time period set forth in such
      Sections, then the Depositor shall remove the Securities Administrator and
      appoint a successor securities administrator by written instrument, one copy
      of
      which instrument shall be delivered to the Securities Administrator so removed,
      one copy to the successor securities administrator and one copy to the Master
      Servicer.
      

    


    The
      Holders of Certificates entitled to at least 51% of the Voting Interests each
      may at any time remove the Trustee or the Securities Administrator and appoint
      a
      successor trustee or 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 by
      the
      successor trustee to the Servicer, one complete set to the Trustee so removed
      and one complete set to the successor so appointed. Notice of any removal of
      the
      Trustee shall be given to each Rating Agency by the successor
      trustee.

    


    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section 7.07 shall become effective
      upon acceptance by the successor trustee of appointment as provided in Section
      7.08 hereof.

    



    
      
         

      

      
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              Section
                7.08.

            	
              Successor
                Trustee
                or Securities Administrator.

            


    

    


    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 7.07 hereof shall execute, acknowledge and deliver to the Depositor,
      the
      Seller, its predecessor trustee and the Servicer 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 Depositor, the Servicer, the Seller 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 7.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 7.06 hereof, and such appointment shall not adversely
      affect the then current rating of the Certificates.

    


    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 7.08, the Depositor shall mail notice
      of the succession of such trustee or securities administrator hereunder to
      all
      Holders of Certificates. If the Depositor fails to mail such notice within
      10
      days after acceptance of appointment by the successor trustee or successor
      securities administrator, the successor trustee or successor securities
      administrator shall cause such notice to be mailed at the expense of the
      Depositor.

    


    
      	 	
              Section
                7.09.

            	
              Merger
                or Consolidation of Trustee
                or Securities Administrator.

            


    

    


    Any
      corporation into which the Trustee or the Securities Administrator may be merged
      or converted or with which it may be consolidated or any corporation resulting
      from any merger, conversion or consolidation to which the Trustee or the
      Securities Administrator shall be a party, or any corporation succeeding to
      the
      business of the Trustee or the Securities Administrator, shall be the successor
      of the Trustee or the Securities Administrator hereunder, provided
      that
      such corporation shall be eligible under the provisions of Section 7.06 hereof,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

    


    
      	 	
              Section
                7.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

    


    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust or
      property securing any Mortgage Note may at the time be located, the Servicer
      and
      the Trustee acting jointly shall have the power and shall execute and deliver
      all instruments to appoint one or more Persons approved by the Trustee to act
      as
      co-trustee or co-trustees jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust, and to vest in such Person
      or Persons, in such capacity and for the benefit of the Certificateholders
      such
      title to the Trust Estate or any part thereof, whichever is applicable, and,
      subject to the other provisions of this Section 7.10, such powers, duties,
      obligations, rights and trusts as the Servicer and the Trustee may consider
      necessary or desirable. If the Servicer shall not have joined in such
      appointment within 15 days after the receipt by it of a request to do so, or
      in
      the case an Event of Default shall have occurred and be continuing, the Trustee
      alone shall have the power to make such appointment. No co-trustee or separate
      trustee hereunder shall be required to meet the terms of eligibility as a
      successor trustee under Section 7.06 and no notice to Certificateholders of
      the
      appointment of any co-trustee or separate trustee shall be required under
      Section 7.08.

    



    
      
         

      

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

    


    (i) To
      the
      extent necessary to effectuate the purposes of this Section 7.10, 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 each
      such separate trustee or co-trustee jointly (it being understood that each
      such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      applicable Trust Estate or any portion thereof in any such jurisdiction) shall
      be exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

    


    (ii) No
      trustee hereunder shall be held personally liable by reason of any act or
      omission of any other trustee hereunder and such appointment shall not, and
      shall not be deemed to, constitute any such separate trustee or co-trustee
      as
      agent of the Trustee;

    


    (iii) The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

    


    (iv) The
      Trust, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

    


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

    



    
      
         

      

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

    


    
      	 	
              Section
                7.11.

            	
              Tax
                Matters.

            


    

    


    It
      is
      intended that the assets with respect to which the REMIC elections are to be
      made, as set forth in the Preliminary Statement, shall constitute, and that
      the
      conduct of matters relating to such assets shall be such as to qualify such
      assets as, REMICs as defined in and in accordance with the REMIC Provisions.
      In
      furtherance of such intention, the Securities Administrator covenants and agrees
      that it shall act as agent on behalf of each such REMIC and that it shall:
      (i)
      pay, or cause to be paid, the amount of any federal, state or local tax,
      including prohibited transaction taxes, imposed on any such REMIC prior to
      its
      termination when and as the same shall be due and payable (but such obligation
      shall not prevent the Securities Administrator or any other appropriate Person
      from contesting any such tax in appropriate proceedings and shall not prevent
      the Securities Administrator, on behalf of the Trustee, from withholding payment
      of such tax, if permitted by law, pending the outcome of such proceedings);
      (ii)
      maintain, or cause to be maintained, records relating to any such REMIC,
      including but not limited to the income, expenses, assets and liabilities
      thereof and the fair market value and adjusted basis of the assets determined
      at
      such intervals as may be required by the Code, as may be necessary to prepare
      the foregoing returns, schedules, statements or information; and (iii) as and
      when necessary and appropriate, represent, or arrange for the representation
      of,
      any such REMIC in any administrative or judicial proceedings relating to an
      examination or audit by any governmental taxing authority, request an
      administrative adjustment as to any taxable year of any such REMIC, enter into
      settlement agreements with any governmental taxing agency, apply for an
      extension of any statute of limitations relating to any tax item of any such
      REMIC, and otherwise act on behalf of any such REMIC in relation to any tax
      matter or controversy involving it.

    


    To
      enable
      the Securities Administrator to perform its duties as set forth herein, the
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator within 10 days after the Closing Date all information or data
      that
      the Securities Administrator requests in writing and determines to be relevant
      for tax purposes to the valuations and offering prices of the Certificates,
      including, without limitation, the price, yield, prepayment assumption and
      projected cash flows of the Certificates and the Mortgage Loans. Thereafter,
      the
      Depositor shall provide to the Securities Administrator promptly upon written
      request therefor, any such additional information or data that the Securities
      Administrator may, from time to time, reasonably request in order to enable
      the
      Securities Administrator to perform its duties as set forth herein. The
      Depositor hereby indemnifies the Securities Administrator for any losses,
      liabilities, damages, claims or expenses of the Securities Administrator arising
      from any errors or miscalculations of the Securities Administrator that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Securities Administrator on a timely basis.
      The
      indemnification of this subsection shall survive the termination of this
      Agreement and the resignation or removal of the Securities
      Administrator.

    



    
      
         

      

      
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    ARTICLE
      VIII

     

    ANNUAL
      COMPLIANCE MATTERS

    


    Section
      8.01. Assessments
      of Compliance and Attestation Reports.

    


    (a) Assessments
      of Compliance.

    


    (i) By
      March
      10 (with a 5 calendar day cure period) of each year (subject to the later date
      referred to in Section 8.01(a)(iii)), commencing in March 2008, the Servicer,
      the Master Servicer and the Securities Administrator, each at its own expense,
      shall furnish, 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 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 8.04(b) and
      for each fiscal year thereafter, whether or not a Form 10-K is required to
      be
      filed, 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.
      

    


    (ii) No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Servicer and the Master Servicer, shall each forward to the
      Securities Administrator 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. When
      the Servicer, the Master Servicer and the Securities Administrator submit their
      assessments to the Securities Administrator, such parties will also at such
      time
      include the assessment (and attestation pursuant to subsection (b) of this
      Section 8.01) of each Servicing Function Participant engaged by it.

    


    (iii) 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 Servicer,
      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 F and notify
      the Depositor of any exceptions. None of such parties shall be required to
      deliver any such assessments until April 15 in any given year so long as it
      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 calendar
      year..

    



    
      
         

      

      
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    (b) Attestation
      Reports.

    


    (i) By
      March
      10 (with a 5 calendar day cure period) of each year (subject to the later date
      referred to in Section 8.01(b)(ii)), commencing in March 2008, the Servicer,
      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 Servicer, 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 a 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. 

    


    (ii) Promptly
      after receipt of such report from the Servicer, the Master Servicer, the
      Securities Administrator or any Servicing Function Participant engaged by such
      parties, (i) the Depositor shall review the report and, if applicable, consult
      with such parties as to the nature of any defaults by such parties, in the
      fulfillment of any of each such party’s obligations hereunder or under any other
      applicable agreement, and (ii) the Securities Administrator shall confirm that
      each assessment submitted pursuant to subsection (a) of this Section 8.01 is
      coupled with an attestation meeting the requirements of this subsection and
      notify the Depositor of any exceptions. None of the Servicer, the Master
      Servicer, the Securities Administrator, or any Servicing Function Participant
      engaged by such parties shall be required to deliver or cause the delivery
      of
      such reports until April 15 in any given year so long as it has received written
      confirmation from the Depositor that a 10-K is not required to be filed in
      respect of the Trust for the preceding fiscal year. 

    


    Section
      8.02. Annual
      Compliance Statement.

    


    The
      Servicer, the Master Servicer and the Securities Administrator shall deliver
      (and the Servicer, the Subservicer, 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 10 (with a 5 calendar day cure period) 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, 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, 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, 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 such party’s obligations
      hereunder or, in the case of an Additional Servicer, under such other applicable
      agreement.

    



    
      
         

      

      
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    Section
      8.03. Sarbanes-Oxley
      Certification.

    


    Each
      Form
      10-K shall include the Sarbanes-Oxley Certification, which shall be signed
      by
      the senior officer of the Master Servicer in charge of the master servicing
      function on behalf of the Trust. The Servicer, the Securities Administrator
      and
      the Master Servicer shall provide, and each of them 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 10 (with a 5
      calendar day cure period) 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 G, 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. In the event the Servicer, the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties is terminated 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 8.03 with respect to the period of time it
      was
      subject to this Agreement or any applicable sub-servicing agreement, as the
      case
      may be.

    


    Section
      8.04. Reports
      Filed with Securities and Exchange Commission.

    


    (a) Reports
      Filed on Form 10-D. 

    


    (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 distribution date statement attached thereto.
      Any disclosure in addition to the distribution date statement that is required
      to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be
      determined and prepared by and at the direction of 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 two paragraphs. 

    



    
      
         

      

      
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    (ii) As
      set
      forth on Exhibit H hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to the HomeBanc Mortgage Trust 2007-1 Mortgage
      Pass-Through Certificates 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 (which may be Word or Excel documents
      easily convertible to EDGAR format), 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 K hereto (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-D Disclosure on Form 10-D. The Seller 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
      in Form 10-D pursuant to this paragraph.

    


    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes Additional Form 10-D Disclosure) and the Master Servicer
      for review. No later than the Business Day prior to the date specified in the
      next sentence, the Depositor and the Master Servicer shall notify the Securities
      Administrator of any changes to or approval of such Form 10-D. No later than
      2
      Business Days prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized officer of the Master
      Servicer in charge of the master servicing function shall sign the Form 10-D
      and
      return an electronic or fax copy of such signed Form 10-D (with an original
      executed hard copy to follow by overnight mail) to the Securities Administrator.
      If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be amended, the Securities Administrator will follow the procedures set
      forth
      in subsection (d)(ii) of this Section 8.04. 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. Each party to this Agreement acknowledges that the performance by the
      Master Servicer and the Securities Administrator of their respective duties
      under this Section 8.04(a) related to the timely preparation, execution and
      filing of Form 10-D is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Section
      8.04(a). 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-D, where such failure results from the Securities Administrator’s inability
      or failure to obtain or receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      10-D, not resulting from its own negligence, bad faith or willful
      misconduct.

    


    (b) Reports
      Filed on Form 10-K.

    



    
      
         

      

      
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    (i) Within
      90
      days (including the 90th day) after the end of each fiscal year of the Trust
      in
      which a Form 10-K is required to be filed 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, (i) an annual
      compliance statement for the Servicer, each Additional Servicer, the Master
      Servicer and the Securities Administrator and any Servicing Function Participant
      engaged by such parties (each, a “Reporting Servicer”) as described under
      Section 8.02, (ii)(A) the annual reports on assessment of compliance with
      servicing criteria for each Reporting Servicer, as described under Section
      8.01(a), and (B) if each Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 8.01(a) 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 8.01(a) 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 8.01(b), and (B) if any registered public
      accounting firm attestation report described under Section 8.01(b) 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 as described in Section 8.03. 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”) shall be determined
      and prepared by and at the direction of 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 two paragraphs. 

    


    (ii) As
      set
      forth on Exhibit I hereto, no later than March 10 (with a 5 calendar day cure
      period) of each year that the Trust is subject to the Exchange Act reporting
      requirements, commencing in 2008, (i) the parties to the HomeBanc Mortgage
      Trust
      2007-1 Mortgage Pass-Through Certificates 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 (which may be Word
      or
      Excel documents easily convertible to EDGAR format), 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 Seller 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
      in Form 10-K pursuant to this paragraph. On or before March 1st
      of each
      year a Form 10-K is filed pursuant to this Section 8.04(b), the Depositor shall
      provide the information on Exhibit N to each of the Trustee, the Delaware
      Trustee, the Master Servicer and the Securities Administrator.

    



    
      
         

      

      
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    (iii) After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-K to the Master Servicer and
      (provided that such Form 10-K includes Additional Form 10-K Disclosure) the
      Depositor for review. No later than the Business Day prior to the date specified
      in the next sentence, the Depositor and the Master Servicer shall notify the
      Securities Administrator of any changes to or approval of such Form 10-K. No
      later than noon New York City time on the 4th Business Day prior to the 10-K
      Filing Deadline, a senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K and return an electronic or fax
      copy
      of such signed Form 10-K (with an original executed hard copy to follow by
      overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed
      on time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in subsection (d) of this
      Section 8.04. 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. The parties to this Agreement
      acknowledge that the performance by the Master Servicer and the Securities
      Administrator of its duties under this Section 8.04(b) related to the timely
      preparation, execution and filing of Form 10-K is contingent upon such parties
      (and any Additional Servicer or Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 8.04(b), Section 8.03, Section 8.02, Section 8.01(a) and Section
      8.01(b). 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 obtain or receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

    


    (c) Reports
      Filed on Form 8-K.

    


    (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 in Form 8-K (“Form 8-K Disclosure
      Information”) shall be determined and prepared by and at the direction of 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 two paragraphs. 

    



    
      
         

      

      
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    (ii) As
      set
      forth on Exhibit J hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than noon on the 2nd Business Day after
      the
      occurrence of a Reportable Event (i) the parties to the HomeBanc Mortgage Trust
      2007-1 Mortgage Pass-Through Certificates 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 (which may be Word
      or
      Excel documents easily convertible to EDGAR format), 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 Seller 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
      in Form 8-K pursuant to this paragraph. 

    


    (iii) After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 8-K to the Master Servicer and Depositor
      for review. No later than the Business Day prior to the date specified in the
      next sentence, the Depositor and the Master Servicer shall notify the Securities
      Administrator of any changes to or approval of such Form 8-K. No later than
      Noon
      New York City time on the 4th
      Business
      Day after the Reportable Event, a duly authorized officer of the Master Servicer
      in charge of the master servicing function shall sign the Form 8-K and return
      an
      electronic or fax copy of such signed Form 8-K (with an original executed hard
      copy to follow by overnight mail) to the Securities Administrator. If a Form
      8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be amended,
      the Securities Administrator will follow the procedures set forth in subsection
      (d) of this Section 8.04. 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. The parties to
      this
      Agreement acknowledge that the performance by the Master Servicer and the
      Securities Administrator of their respective duties under this Section 8.04(c)
      related to the timely preparation, execution and filing of Form 8-K is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Section 8.04(c). Neither the Securities
      Administrator nor the Master Servicer 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 8-K, where such failure
      results from the Securities Administrator’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 8-K, not resulting from
      its
      own negligence, bad faith or willful misconduct.

    


    (d) Suspension
      of Reporting; Amendments; Late Filings.

    


    (i) Prior
      to
      January 30 of the first year in which the Securities Administrator is able
      to do
      so under applicable law, unless otherwise directed by the Depositor, the
      Securities Administrator shall prepare and file a Form 15 relating to the
      automatic suspension of reporting in respect of the Trust under the Exchange
      Act. 

    



    
      
         

      

      
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    (ii) In
      the
      event that the Securities Administrator becomes aware that it will be unable
      to
      timely file with the Commission all or any required portion of any Form 8-K,
      10-D or 10-K required to be filed by this Agreement because required disclosure
      information was either not delivered to it or delivered to it after the delivery
      deadlines set forth in this Agreement or for any other reason, the Securities
      Administrator will promptly notify the Depositor. In the case of Form 10-D
      and
      10-K, the parties to this Agreement and each Servicer will cooperate to prepare
      and file a Form 12b-25 and a 10-D/A and 10-K/A, 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, any Additional Form 10-K Disclosure or any
      Form
      8-K Disclosure Information or any amendment to such disclosure, the Securities
      Administrator will notify the Depositor and the Master Servicer and such parties
      will cooperate to prepare any necessary 8-KA, 10-D/A or 10-K/A. Any Form 15,
      Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K signed by the senior
      officer shall be signed by a duly authorized officer of the Master Servicer
      in
      charge of the master servicing function. The parties to this Agreement
      acknowledge that the performance by the Master Servicer and the Securities
      Administrator of their respective duties under this Section 8.04(d) related
      to
      the timely preparation, execution and filing of Form 15, a Form 12b-25 or any
      amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. 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 obtain or receive, on a timely basis, any information
      from any other party hereto needed to prepare, arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

    


    Section
      8.05. Additional
      Information.

    


    Each
      of
      the parties agrees to provide to the Securities Administrator such additional
      information related to such party as the Securities Administrator may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports, and such other
      information related to such party or its performance hereunder. 

    


    Section
      8.06.  Intention
      of the Parties and Interpretation.

    


    Each
      of
      the parties acknowledges and agrees that the purpose of Section 8.01 through
      Section 8.06 of this Agreement is to facilitate compliance by the Securities
      Administrator and the Depositor with the provisions of Regulation AB promulgated
      by the Commission under the Exchange Act (17 C.F.R. §§ 229.1100 -
      229.1123), as such may be amended from time to time and subject to such
      clarification and interpretive advice as may be issued by the staff of the
      Commission from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with the reasonable requests made by the Securities Administrator
      or the Depositor for delivery of such additional or different information as
      the
      Securities Administrator or the Depositor may determine in good faith is
      necessary to comply with the provisions of Regulation AB, which information
      is
      available to such party without unreasonable effort or expense and within such
      timeframe as may be reasonably requested, and (d) no amendment of this Agreement
      shall be required to effect any such changes in the parties’ obligations as are
      necessary to accommodate evolving interpretations of the provisions of
      Regulation AB.

    



    
      
         

      

      
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    Section
      8.07. Indemnification. 

    


    Each
      party required to deliver an assessment of compliance and attestation report
      pursuant to Section 8.01 (each, an “Item 1122 Responsible Party”) shall
      indemnify and hold harmless the Securities Administrator, the Master Servicer,
      the Depositor and the Seller and each of their 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 Item 1122 Responsible Party of any of its obligations hereunder
      relating to its obligations as an Item 1122 Responsible Party, including
      particularly its obligations to provide any assessment of compliance,
      attestation report or compliance statement required under Section 8.01(a),
      8.01(b) or 8.02, respectively, or any information, data or materials required
      to
      be included in any Exchange Act report, (b) any material misstatement or
      material omission in any information, data or materials provided by such Item
      1122 Responsible Party (or, in the case of the Securities Administrator or
      Master Servicer, any material misstatement or material omission in (x) any
      compliance certificate delivered by it, or by any Servicing Function Participant
      engaged by it, pursuant to this Agreement, (y) any assessment or attestation
      delivered by or on behalf of it, or by any Servicing Function Participant
      engaged by it, pursuant to this Agreement, or (z) any Additional Form 10-D
      Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
      concerning the Securities Administrator or the Master Servicer and provided
      by
      either of them), or (c) the negligence, bad faith or willful misconduct of
      such
      Item 1122 Responsible Party in connection with its performance hereunder
      relating to its obligations as an Item 1122 Responsible Party. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Securities Administrator, the Depositor, the Master Servicer or
      the
      Seller, then each Item 1122 Responsible Party agrees that it shall contribute
      to
      the amount paid or payable by the Securities Administrator, the Master Servicer,
      the Depositor and the Seller as a result of any claims, losses, damages or
      liabilities incurred by the Securities Administrator, the Master Servicer,
      the
      Depositor or the Seller in such proportion as is appropriate to reflect the
      relative fault of the Securities Administrator, the Master Servicer, the
      Depositor or the Seller on the one hand and such Item 1122 Responsible Party
      on
      the other. This indemnification shall survive the termination of this Agreement
      or the termination of any party to this Agreement.

    



    
      
         

      

      
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    ARTICLE
      IX

    


    MASTER
      SERVICER EVENTS OF DEFAULT

    


    Section
      9.01.Master
      Servicer Events of Default; Trustee To Act; Appointment of
      Successor.
      

    


    (a) The
      occurrence of any one or more of the following events shall constitute a “Master
      Servicer Event of Default”:

    


    (i) any
      failure by the Master Servicer to cause to be deposited in the Collection
      Account any amount so required to be deposited pursuant to this Agreement (other
      than a Monthly Advance), and such failure continues unremedied for a period
      of
      three Business Days after the date upon which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer;
      or

    


    (ii) 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 (other than with respect to Section
      8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii)) which continues
      unremedied for a period of 60 days after the date on which written notice of
      such failure, requiring the same to be remedied, shall have been given to the
      Master Servicer by the Trustee or the Securities Administrator or to the Master
      Servicer and the Trustee by the Majority Certificateholders; or

    


    (iii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Master Servicer, and such decree or order shall have
      remained in force undischarged or unstayed for a period of 60 days or any Rating
      Agency reduces or withdraws or threatens to reduce or withdraw the rating of
      the
      Certificates because of the financial condition or loan servicing capability
      of
      such Master Servicer; or

    


    (iv) 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, voluntary liquidation or similar proceedings of or relating to
      the
      Master Servicer or of or relating to all or substantially all of its property;
      or

    


    (v) 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

    



    
      
         

      

      
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    (vi) the
      Master Servicer shall be dissolved, or shall dispose of all or substantially
      all
      of its assets, or consolidate with or merge into another entity or shall permit
      another entity to consolidate or merge into it, such that the resulting entity
      does not meet the criteria for a successor servicer as specified in Section
      5.17
      hereof; or

    


    (vii) if
      a
      representation or warranty set forth in Section 5.01 hereof shall prove to
      be
      incorrect as of the time made in any respect that materially and adversely
      affects the interests of the Certificateholders, and the circumstance or
      condition in respect of which such representation or warranty was incorrect
      shall not have been eliminated or cured within 30 days after the date on which
      written notice of such incorrect representation or warranty shall have been
      given to the Master Servicer by the Trustee or the Securities Administrator,
      or
      to the Master Servicer and the Trustee by the Majority Certificateholders;
      or

    


    (viii) a
      sale or
      pledge of any of the rights of the Master Servicer hereunder or an assignment
      of
      this Agreement by the Master Servicer or a delegation of the rights or duties
      of
      the Master Servicer hereunder shall have occurred in any manner not otherwise
      permitted hereunder and without the prior written consent of the Trustee and
      the
      Majority Certificateholders; or

    


    (ix) the
      Master Servicer has notice or actual knowledge that the Servicer at any time
      is
      not either a Fannie Mae- or Freddie Mac-approved Seller/Servicer, and the Master
      Servicer has not terminated the rights and obligations of such Servicer under
      this Agreement and replaced the Servicer with an Fannie Mae- or Freddie
      Mac-approved servicer within 60 days of the date the Master Servicer receives
      such notice or acquires such actual knowledge; or

    


    (x) failure
      by the Master Servicer to duly perform its obligations under Section 8.01,
      Section 8.02, Section 8.03 or Section 8.04(b)(ii) within the required time
      period set forth in such Sections; or

    


    (xi) any
      failure of the Master Servicer to remit to the Securities Administrator any
      Monthly Advance required to be made to the Securities Administrator for the
      benefit of Certificateholders under the terms of this Agreement, which failure
      continues unremedied as of the close of business on the Business Day prior
      to a
      Distribution Date. 

    


    If
      a
      Master Servicer Event of Default described in clauses (i) through (x) of this
      Section 9.01 shall occur, then, in each and every case, subject to applicable
      law, so long as any such Master Servicer Event of Default shall not have been
      remedied within any period of time prescribed by this Section 9.01, the Trustee,
      upon obtaining actual knowledge thereof, by notice in writing to the Master
      Servicer may, and shall, if so directed by the Majority Certificateholders,
      terminate all of the rights and obligations of the Master Servicer hereunder
      and
      in and to the Mortgage Loans and the proceeds thereof. If a Master Servicer
      Event of Default described in clause (xi) of this Section 9.01 shall occur,
      then, in each and every case, subject to applicable law, so long as such Master
      Servicer Event of Default shall not have been remedied within the time period
      prescribed by clause (xi) of this Section 9.01, the Trustee, by notice in
      writing to the Master Servicer, shall promptly terminate all of the rights
      and
      obligations of the Master Servicer hereunder 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, and only in
      its
      capacity as Master Servicer under this Agreement, whether with respect to the
      Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
      to and under the terms of this Agreement; and the Trustee is hereby authorized
      and empowered to execute and deliver, on behalf of the defaulting Master
      Servicer as attorney-in-fact or otherwise, any and all documents and other
      instruments, and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents or otherwise. The defaulting Master Servicer agrees to
      cooperate with the Trustee in effecting the termination of the defaulting Master
      Servicer’s responsibilities and rights hereunder as Master Servicer including,
      without limitation, notifying the Servicer of the assignment of the master
      servicing function and providing the Trustee or its designee all documents
      and
      records in electronic or other form reasonably requested by it to enable the
      Trustee or its designee to assume the defaulting Master Servicer’s functions
      hereunder and the transfer to the Trustee for administration by it of all
      amounts which shall at the time be or should have been deposited by the
      defaulting Master Servicer in the Collection Account maintained by such
      defaulting Master Servicer and any other account or fund maintained with respect
      to the Certificates or thereafter received with respect to the Mortgage Loans.
      The Master Servicer being terminated shall bear all reasonable out-of-pocket
      costs of a master servicing transfer, including but not limited to those of
      the
      Trustee, legal fees and expenses, accounting and financial consulting fees
      and
      expenses, and costs of amending the Agreement, if necessary.

    



    
      
         

      

      
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    The
      Trustee shall be entitled to be reimbursed from the Master Servicer (or by
      the
      Trust, if the Master Servicer is unable to fulfill its obligations hereunder)
      for all costs associated with the transfer of servicing from the predecessor
      Master Servicer, including, without limitation, any 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 Trustee to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Trustee to master service the Mortgage Loans properly and
      effectively. If the terminated Master Servicer does not pay such reimbursement
      within thirty (30) days of its receipt of an invoice therefore, such
      reimbursement shall be an expense of the Trust and the Trustee shall be entitled
      to withdraw such reimbursement from amounts on deposit in the Collection Account
      pursuant to Section 5.07(viii);
      provided
      that the
      terminated Master Servicer shall reimburse the Trust for any such expense
      incurred by the Trust; and provided,
      further,
      that
      the Trustee shall take such action, if any, as provided in this Agreement and
      as
      directed by the Certificateholders pursuant thereto with respect to pursuing
      any
      remedy against any party obligated to make such reimbursement.

    


    Notwithstanding
      the termination of its activities as Master Servicer, each terminated Master
      Servicer shall continue to be entitled to reimbursement to the extent provided
      in Section 5.07 to the extent such reimbursement relates to the period prior
      to
      such Master Servicer’s termination.

    



    
      
         

      

      
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    If
      any
      Master Servicer Event of Default shall occur, of which a Responsible Officer
      of
      the Trustee has actual knowledge, the Trustee shall promptly notify each Rating
      Agency of the nature and extent of such Master Servicer Event of Default. The
      Securities Administrator or the Master Servicer shall immediately give written
      notice by facsimile to the Trustee upon the Master Servicer’s failure to remit
      Monthly Advances on the date specified herein.

    


    (b) On
      and
      after the time the Master Servicer receives a notice of termination from the
      Trustee pursuant to Section 9.01(a) or the Trustee receives the resignation
      of
      the Master Servicer evidenced by an Opinion of Counsel pursuant to Section
      5.18,
      the Trustee, unless another master servicer shall have been appointed, shall
      be
      the successor in all respects to the Master Servicer in its capacity as such
      under this Agreement and the transactions set forth or provided for herein
      and
      shall have all the rights and powers and be subject to all the responsibilities,
      duties and liabilities relating thereto and arising thereafter placed on the
      Master Servicer hereunder, including the obligation to make Monthly Advances;
      provided,
      however,
      that
      any failure to perform such duties or responsibilities caused by the Master
      Servicer’s failure to provide information required by this Agreement shall not
      be considered a default by the Trustee hereunder. In addition, the Trustee
      shall
      have no responsibility for any act or omission of the Master Servicer prior
      to
      the issuance of any notice of termination and shall have no liability relating
      to the representations and warranties of the Master Servicer set forth in
      Section 5.01. In the Trustee’s capacity as such successor, the Trustee shall
      have the same limitations on liability herein granted to the Master Servicer.
      As
      compensation therefor, the Trustee shall be entitled to receive all compensation
      payable to the Master Servicer under this Agreement.

    


    (c) Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, appoint, or petition a court of competent
      jurisdiction to appoint, any established housing and home finance institution
      servicer, master servicer, servicing or mortgage servicing institution having
      a
      net worth of not less than $15,000,000 and meeting such other standards for
      a
      successor master servicer as are set forth in this Agreement, as the successor
      to such Master Servicer in the assumption of all of the responsibilities, duties
      or liabilities of a master servicer, like the Master Servicer. Such successor
      Master Servicer may be an Affiliate of the Trustee; provided,
      however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor master servicer, the Trustee, in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust and the Trustee for such Affiliate’s actions and omissions in
      performing its duties hereunder. In connection with such appointment and
      assumption, the Trustee may make such arrangements for the compensation of
      such
      successor out of payments on the Mortgage Loans as it and such successor shall
      agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying the Servicer of the assignment of
      the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts or investment property which shall at
      the
      time be or should have been deposited by the Master Servicer in the Collection
      Account and any other account or fund maintained with respect to the
      Certificates or thereafter be received with respect to the Mortgage Loans.
      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 payment hereunder or any portion thereof caused by (i) the failure
      of the Master Servicer to deliver, or any delay in delivering, cash, documents
      or records to it, (ii) the failure of the Master Servicer to cooperate as
      required by this Agreement, (iii) the failure of the Master Servicer to deliver
      the Mortgage Loan data to the Trustee as required by this Agreement or (iv)
      restrictions imposed by any regulatory authority having jurisdiction over the
      Master Servicer. 

    



    
      
         

      

      
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    Section
      9.02.Additional
      Remedies of Trustee Upon Event of Default.
      During
      the continuance of any Master Servicer Event of Default, so long as such Master
      Servicer Event of Default shall not have been remedied, the Trustee, in addition
      to the rights specified in Section 9.01, shall have the right, in its own name
      and as trustee of an express trust, to take all actions now or hereafter
      existing at law, in equity or by statute to enforce its rights and remedies
      and
      to protect the interests, and enforce the rights and remedies, of the
      Certificateholders (including the institution and prosecution of all judicial,
      administrative and other proceedings and the filings of proofs of claim and
      debt
      in connection therewith). Except as otherwise expressly provided in this
      Agreement, no remedy provided for by this Agreement shall be exclusive of any
      other remedy, and each and every remedy shall be cumulative and in addition
      to
      any other remedy, and no delay or omission to exercise any right or remedy
      shall
      impair any such right or remedy or shall be deemed to be a waiver of any Event
      of Default.

    


    Section
      9.03.Waiver
      of Defaults.
      The
      Majority Certificateholders may, on behalf of all Certificateholders, waive
      any
      default or Master Servicer Event of Default by the Master Servicer in the
      performance of its obligations hereunder, except that a default in the making
      of
      any required deposit to the Collection Account that would result in a failure
      of
      the Securities Administrator to make any required payment of principal of or
      interest on the Certificates may only be waived with the consent of 100% of
      the
      affected Certificateholders. Upon any such waiver of a past default, such
      default shall cease to exist, and any Event of Default arising therefrom shall
      be deemed to have been remedied for every purpose of this Agreement. No such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon except to the extent expressly so waived.

    


    Section
      9.04.Notification
      to Holders.
      Upon
      termination of the Master Servicer or appointment of a successor to the Master
      Servicer, in each case as provided herein, the Trustee shall promptly mail
      notice thereof by first class mail to the Certificateholders at their respective
      addresses appearing on the applicable Register. The Trustee shall also, within
      45 days after the occurrence of any Master Servicer Event of Default known
      to
      the Trustee, give written notice thereof to Certificateholders, unless such
      Event of Default shall have been cured or waived prior to the issuance of such
      notice and within such forty-five (45) day period.

    


    Section
      9.05.Directions
      by Certificateholders and Duties of Trustee During Master Servicer Event of
      Default.
      During
      the continuance of any Master Servicer Event of Default, the Majority
      Certificateholders may direct the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any trust
      or
      power conferred upon the Trustee, under this Agreement; provided,
      however,
      that
      the Trustee shall be under no obligation to pursue any such remedy, or to
      exercise any of the trusts or powers vested in it by this Agreement (including,
      without limitation, (i) the conducting or defending of any administrative action
      or litigation hereunder or in relation hereto and (ii) the terminating of the
      Master Servicer or any successor master servicer from its rights and duties
      as
      master servicer hereunder) at the request, order or direction of any of the
      Certificateholders, unless such Certificateholders shall have offered to the
      Trustee security or indemnity reasonably satisfactory to it against the cost,
      expenses and liabilities which may be incurred therein or thereby; and,
provided further,
      that,
      the Trustee shall have the right to decline to follow any such direction if
      the
      Trustee, in accordance with an Opinion of Counsel, determines that the action
      or
      proceeding so directed may not lawfully be taken or if the Trustee in good
      faith
      determines that the action or proceeding so directed would involve it in
      personal liability for which it is not indemnified to its satisfaction or be
      unjustly prejudicial to the non-assenting Certificateholders.

    



    
      
         

      

      
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    Section
      9.06.Action
      Upon Certain Failures of the Master Servicer and Upon Master Servicer Event
      of
      Default.
      In the
      event that a Responsible Officer of the Trustee or the Securities Administrator
      shall have actual knowledge of any action or inaction of the Master Servicer
      that would become a Master Servicer Event of Default upon the Master Servicer’s
      failure to remedy the same after notice, the Trustee or Securities
      Administrator, as applicable, shall give notice thereof to the Master
      Servicer.

    


    ARTICLE
      X

     

    TERMINATION 

    


    Section
      10.01.Termination. The
      respective obligations and responsibilities of the Master Servicer, the
      Securities Administrator, the Depositor, the Servicer and the Trustee created
      hereby (other than obligations expressly stated to survive the termination
      of
      the Trust) shall terminate upon notice to the Trustee and the Securities
      Administrator upon the earliest of (i) the Distribution Date on which the
      Class Principal Amount of each Class of Senior Certificates and Subordinate
      Certificates has been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan, (iii) the optional purchase of the
      Mortgage Loans as described in Section 10.02 and (iv) the Latest Possible
      Maturity Date (the “Termination Date”). Upon the termination of the Trust
      Estate, each REMIC shall be terminated in a manner that shall qualify as a
      “qualified liquidation” under the REMIC Provisions.

    


    Section
      10.02.Termination
      Prior to Maturity Date; Optional Redemption.
      

    


    (a) On
      any
      Distribution Date occurring on or after the Group I Initial Purchase Date,
      the
      Servicer shall have the option to purchase the Pool I Mortgage Loans, any REO
      Property and any other property remaining in the Trust Estate for a price equal
      to the Pool I Termination Price. The Master Servicer and the Servicer will
      be
      reimbursed from the Pool I Termination Price for any outstanding Monthly
      Advances, Servicing Advances and unpaid Servicing Fees and other amounts not
      previously reimbursed pursuant to the provisions of this Agreement, as
      applicable, relating to the Pool I Mortgage Loans, and the Securities
      Administrator, the Trustee and the Custodian shall be reimbursed for any
      previously unreimbursed amounts for which they are entitled to be reimbursed
      pursuant to this Agreement or the Custodial Agreement, as applicable, relating
      to the Pool I Mortgage Loans. If such option is exercised, the payment of the
      Pool I Termination Price will result in a mandatory redemption of the Group
      I
      Certificates.

    



    
      
         

      

      
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    On
      any
      Distribution Date occurring on or after the Group II Initial Purchase Date,
      the
      Servicer shall have the option to purchase the Pool II Mortgage Loans, any
      REO
      Property and any other property remaining in the Trust Estate for a price equal
      to the Pool II Termination Price. The Master Servicer and the Servicer will
      be
      reimbursed from the Pool II Termination Price for any outstanding Monthly
      Advances, Servicing Advances and unpaid Servicing Fees and other amounts not
      previously reimbursed pursuant to the provisions of this Agreement, as
      applicable, relating to the Pool II Mortgage Loans, and the Securities
      Administrator, the Trustee and the Custodian shall be reimbursed for any
      previously unreimbursed amounts for which they are entitled to be reimbursed
      pursuant to this Agreement or the Custodial Agreement, as applicable, relating
      to the Pool II Mortgage Loans. If such option is exercised, the payment of
      the
      Pool II Termination Price will result in a mandatory redemption of the Group
      II
      Certificates.

    


    If
      both
      purchase options are exercised by the Servicer, the Trust will be
      terminated.

    


    The
      Servicer shall deliver written notice of its intention to exercise any such
      option to the Securities Administrator, the Trustee and the Master Servicer
      not
      less than 30 days prior to the applicable Distribution Date.

    


    If
      the
      Servicer fails to exercise the option to purchase the Pool II Mortgage Loans
      on
      the Pool II Initial Purchase Date, the Group II Certificate Interest Rate for
      each Class of Group II Certificates will be increased as set forth in the table
      in the Preliminary Statement herein beginning on the Group II Step-up Date
      and
      for each Distribution Date thereafter.

    


    In
      connection with such purchase, the Servicer shall remit to the Master Servicer
      all amounts then on deposit in the Custodial Account (other than amounts
      permitted to be withdrawn by it pursuant to Section 4.02(e)) for deposit to
      the
      Collection Account.

    


    (b) Promptly
      following any such purchase pursuant to paragraph (a) of this Section and
      receipt of an Officer’s Certificate of the Servicer that the purchase price has
      been deposited in the Collection Account, the Trustee or the Custodian shall
      release the Mortgage Files to the purchaser of such Mortgage Loans pursuant
      to
      this Section 10.02, or otherwise upon its order.

    


    Section
      10.03.Certain
      Notices upon Final Distribution. The
      Master Servicer or the Securities Administrator, as applicable, shall give
      the
      Trustee, each Rating Agency, each Certificateholder and the Depositor at least
      thirty (30) days’ prior written notice of the date on which the Trust Estate is
      expected to terminate in accordance with Section 10.01, or the date on which
      the
      Certificates will be redeemed in accordance with Section 10.02. Not later than
      the fifth Business Day in the Collection Period in which the final payment
      in
      respect to the Certificates is payable to the Certificateholders, the Securities
      Administrator shall mail to the Certificateholders a notice specifying the
      procedures with respect to such final payment. The Securities Administrator
      on
      behalf of the Trustee shall give a copy of such notice to each Rating Agency
      at
      the time such notice is given to Certificateholders. Following the final
      distribution, such Certificates shall become void, no longer outstanding and
      no
      longer evidence any right or interest in the Mortgage Loans, the Mortgage Files
      or any proceeds of the foregoing. Notwithstanding such final payment of
      principal of any of the Certificates, each Residual Certificate will remain
      outstanding until the termination of each REMIC and the payment in full of
      all
      other amounts due with respect to the Residual Certificates and at such time
      such final payment in retirement of any Residual Certificate will be made only
      upon presentation and surrender of such Certificate at the Corporate Trust
      Office.

    



    
      
         

      

      
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    Section
      10.04. Additional
      Termination Requirements.

    


    (a) In
      the
      event the Servicer exercises its purchase option, as provided in Section 10.02,
      the following additional requirements shall apply, unless the Securities
      Administrator have been supplied with an Opinion of Counsel, at the expense
      of
      the Servicer, to the effect that the failure to comply with the requirements
      of
      this Section 10.04 will not result in an Adverse REMIC Event:

    


    (i) The
      Trustee shall sell all of the assets that constitute the portion of the Trust
      Estate related to Pool I or Pool II, as applicable, for cash as provided in
      Section 10.02, and, within 90 days of such sale (such period the “90-day
      liquidation period”), shall distribute to (or credit to the account of) the
      Holders of the Certificates the proceeds of such sale together with other cash
      on hand (less amounts retained to meet claims) in complete liquidation of
      Lower-Tier REMIC I, if the option to purchase is exercised with respect to
      Pool
      I, Lower-Tier REMIC II, if the option to purchase is exercised with respect
      to
      Pool II, and if Lower-Tier REMIC I or Lower-Tier REMIC II has already been
      liquidated at the time the option to purchase is exercised with respect to
      the
      unrelated Pool, each REMIC then in existence; and

    


    (ii) The
      Securities Administrator shall attach (or cause to be attached) a statement
      to
      the final federal income tax return for each liquidated REMIC created hereunder
      stating that pursuant to Treasury Regulation § 1.860F-1, the first day of the
      90-day liquidation period for each such REMIC was the date on which the Trustee
      sold the assets of the Trust Estate pursuant to Section 10.02(a).

    


    (b) By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Tax
      Matters Person, the Trustee and the Securities Administrator to undertake the
      above-described actions.

    


    ARTICLE
      XI

    


    REMIC
      ADMINISTRATION

    


    Section
      11.01. REMIC
      Administration.

    


    REMIC
      elections as set forth in the Preliminary Statement shall be made on Forms
      1066
      or other appropriate federal tax or information return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued. The regular interests and residual interest in each REMIC shall be
      as
      designated in the Preliminary Statement. For purposes of such designations,
      the
      interest rate of any regular interest that is computed by taking into account
      the weighted average of the Net Mortgage Rates of the Mortgage Loans shall
      be
      reduced by the amount of any expense paid by the Trust to the extent that (i)
      such expense was not taken into account in computing the Net Mortgage Rate
      of
      any Mortgage Loan, (ii) such expense does not constitute an “unanticipated
      expense” of a REMIC within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) and (iii) the amount of such expense was not taken into
      account in computing the interest rate of a more junior Class of regular
      interests.

    



    
      
         

      

      
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    The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 860G(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 1.860G-1(a)(4) will be the Latest Possible
      Maturity Date.

    


    The
      Securities Administrator shall pay any and all tax related expenses (not
      including taxes) of each REMIC, including but not limited to any professional
      fees or expenses related to audits or any administrative or judicial proceedings
      with respect to such REMIC that involve the Internal Revenue Service or state
      tax authorities, but only to the extent that (i) such expenses are ordinary
      or
      routine expenses, including expenses of a routine audit but not expenses of
      litigation (except as described in (ii)); or (ii) such expenses or liabilities
      (including taxes and penalties) are attributable to the negligence or willful
      misconduct of the Securities Administrator in fulfilling its duties hereunder
      (including its duties as tax return preparer). The Securities Administrator
      shall be entitled to reimbursement of expenses to the extent provided in clause
      (i) above from the Securities Administration Account, provided,
      however,
      the
      Securities Administrator shall not be entitled to reimbursement for expenses
      incurred in connection with the preparation of tax returns and other reports
      as
      required by this Agreement.

    


    The
      Securities Administrator shall prepare, the Trustee shall sign and the
      Securities Administrator shall file, all of each REMIC’s federal and appropriate
      state tax and information returns as such REMIC’s direct representative. The
      expenses of preparing and filing such returns shall be borne by the Securities
      Administrator.

    


    The
      Securities Administrator or its designee shall perform on behalf of each 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, if required by the Code, the REMIC Provisions, or other
      such guidance, the Securities Administrator shall provide (i) to the Treasury
      or
      other governmental authority such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      disqualified person or organization pursuant to Treasury Regulation
      1.860E-2(a)(5) and any person designated in Section 860E(e)(3) of the Code
      and
      (ii) to the Trustee such information as is necessary for the Trustee to provide
      to the Certificateholders such information or reports as are required by the
      Code or REMIC Provisions.

    



    
      
         

      

      
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    The
      Trustee, the Securities Administrator, the Master Servicer and the Holders
      of
      Certificates shall take any action or cause any REMIC to take any action
      necessary to create or maintain the status of any REMIC as a REMIC under the
      REMIC Provisions and shall assist each other as necessary to create or maintain
      such status. None of the Trustee, the Securities Administrator, the Master
      Servicer and the Holder of any Residual Certificate shall knowingly take any
      action, cause any REMIC 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 result in an Adverse REMIC Event unless the Trustee,
      the
      Securities Administrator and the Master Servicer have received an Opinion of
      Counsel addressed to the Trustee (at the expense of the party seeking to take
      such action) to the effect that the contemplated action will not result in
      an
      Adverse REMIC Event. In addition, prior to taking any action with respect to
      any
      REMIC or the assets therein, or causing any REMIC to take any action, which
      is
      not expressly permitted under the terms of this Agreement, any Holder of a
      Residual Certificate will consult with the Trustee, the Securities
      Administrator, the Master Servicer or their respective designees, in writing,
      with respect to whether such action could cause an Adverse REMIC Event to occur
      with respect to any REMIC, and no such Person shall take any such action or
      cause any REMIC to take any such action as to which the Trustee, the Securities
      Administrator or the Master Servicer has advised it in writing that an Adverse
      REMIC Event could occur.

    


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

    


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

    


    No
      additional contributions of assets after the Startup Day shall be made to any
      REMIC, except as expressly provided in this Agreement.

    


    Neither
      the Securities Administrator nor the Master Servicer shall enter into any
      arrangement by which any REMIC will receive a fee or other compensation for
      services.

    


    On
      or
      before October 15 of each calendar year beginning in 2007, the Securities
      Administrator shall deliver to the Trustee an Officer’s Certificate stating,
      without regard to any actions taken by any party other than the Securities
      Administrator, the Securities Administrator’s compliance with provisions of this
      Section 11.01. 

    


    Notwithstanding
      the priority and sources of payments set forth in Article VI hereof or
      otherwise, the Securities Administrator shall account for all distributions
      on
      the Certificates as set forth in this Section 11.01.

    


    For
      federal income tax purposes, any distributions made to the Group II Certificates
      in respect of Group II Basis Risk Carryover Amounts shall be treated as having
      been first distributed to the Holders of the Class II-X Certificates and then
      paid by the Holders of the Class II-X Certificates to the Holders of the other
      Classes of Group II Certificates pursuant to an interest rate cap contract.
      For
      tax information reporting purposes, it shall be assumed that the interest rate
      cap contract has only nominal value on the Closing Date.

    



    
      
         

      

      
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    Section
      11.02. Prohibited
      Transactions and Activities.

    


    Neither
      the Depositor, the Master Servicer nor the Trustee shall sell, dispose of,
      or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Estate
      (iii) the termination of each REMIC pursuant to Article X of this Agreement,
      (iv) a substitution pursuant to Article III of this Agreement or (v) a
      repurchase of Mortgage Loans pursuant to Article III of this Agreement, nor
      acquire any assets for any REMIC, nor sell or dispose of any investments in
      the
      Certificate Account for gain, nor accept any contributions to any REMIC after
      the Closing Date, unless the Trustee has received an Opinion of Counsel
      addressed to the Trustee (at the expense of the party causing such sale,
      disposition, or substitution) that such disposition, acquisition, substitution,
      or acceptance will not (a) result in an Adverse REMIC Event, (b) affect the
      distribution of interest or principal on the Certificates or (c) result in
      the
      encumbrance of the assets transferred or assigned to the Trust Estate (except
      pursuant to the provisions of this Agreement).

    


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

    


    Upon
      the
      occurrence of an Adverse REMIC Event due to the negligent performance by the
      Trustee or the Securities Administrator, as applicable, of its duties and
      obligations set forth herein, the Trustee or the Securities Administrator,
      as
      applicable, shall indemnify the Holder of the Residual Certificate or the Trust
      Estate, as applicable, against any and all losses, claims, damages, liabilities
      or expenses (“Losses”) resulting from such negligence; provided,
      however,
      that
      neither the Trustee nor the Securities Administrator shall be liable for any
      such Losses attributable to the action or inaction of the Master Servicer,
      the
      Depositor, the Class X Certificateholders, the Holder of such Residual
      Certificate or the Securities Administrator (with regard to the Trustee), as
      applicable, nor for any such Losses resulting from misinformation provided
      by
      the Holder of such Residual Certificate on which the Securities Administrator
      has relied. The foregoing shall not be deemed to limit or restrict the rights
      and remedies of the Holder of such Residual Certificate now or hereafter
      existing at law or in equity. Notwithstanding the foregoing, however, in no
      event shall the Trustee or the Securities Administrator, as applicable, have
      any
      liability (1) for any action or omission that is taken in accordance with and
      in
      compliance with the express terms of, or which is expressly permitted by the
      terms of, this Agreement or any Servicing Agreement, (2) for any Losses other
      than arising out of a negligent performance by the Trustee or the Securities
      Administrator, as applicable, of its duties and obligations set forth herein,
      and (3) for any special or consequential damages to Certificateholders (in
      addition to payment of principal and interest on the Certificates); provided,
      however,
      that
      this sentence shall not apply in connection with any failure by the Securities
      Administrator to comply with the provisions of Subsections 8.01(a) or (b)
      hereof. In addition, neither the Trustee nor the Securities Administrator shall
      have any liability for the actions or failure to act of the other.

    



    
      
         

      

      
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    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

    


    Section
      12.01.Binding
      Nature of Agreement; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

    


    Section
      12.02.Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof. The express terms hereof control and supersede any course
      of performance and/or usage of the trade inconsistent with any of the terms
      hereof.

    


    Section
      12.03. Amendment.

    


    (a) This
      Agreement may be amended from time to time by the parties hereto, without notice
      to or the consent of any of the Holders of the Certificates, (i) to cure any
      ambiguity, (ii) to cause the provisions herein to conform to or be consistent
      with or in furtherance of the statements made with respect to the Certificates,
      the Trust or this Agreement in any Offering Document, or to correct or
      supplement any provision herein which may be inconsistent with any other
      provisions herein or in any other Operative Agreement, to make any other
      provisions with respect to matters or questions arising under this Agreement,
      (iii) to make any other provision with respect to matters or questions arising
      under this Agreement (iv) to add, delete, or amend any provisions to the extent
      necessary or desirable relating to any Class of Certificates issued pursuant
      to
      this Agreement that is subordinate in rights of payment of interest and
      principal to each Class of Certificates issued pursuant to this Agreement on
      the
      Closing Date, or (v) to add, delete, or amend any provisions to the extent
      necessary or desirable to comply with any requirements imposed by the Code
      or
      ERISA and applicable regulations. No such amendment effected pursuant to the
      preceding sentence shall, as evidenced by an Opinion of Counsel (which shall
      be
      an expense of the party requesting such amendment and shall not be an expense
      of
      the Trust or the Trustee), (1) affect the status of the Certificates as REMIC
      regular interests or residual interests (as specified in the Preliminary
      Statement) for federal income tax purposes or cause an Adverse REMIC Event
      and
      (2) nor shall such amendment effected pursuant to clauses (iii) or (iv) of
      such
      sentence adversely affect in any material respect the interests of any Holder.
      Prior to entering into any amendment without the consent of Holders pursuant
      to
      this paragraph, the Trustee may require an Opinion of Counsel (at the expense
      of
      the party requesting such amendment) to the effect that such amendment is
      permitted under this paragraph. Any such amendment shall be deemed not to
      adversely affect in any material respect any Holder, if the Trustee receives
      written confirmation from each Rating Agency that such amendment will not cause
      such Rating Agency to reduce the then current rating assigned to the
      Certificates.

    


    (b) This
      Agreement may also be amended from time to time by the parties hereto with
      the
      consent of the Certificateholders representing 66-2/3% Voting Interests 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; provided,
      however,
      that no
      such amendment may (i) reduce in any manner the amount of, or delay the timing
      of, payments which are required to be paid on any Class of Certificates, without
      the consent of the Certificateholders of such Class, (ii) reduce the aforesaid
      percentages of Class Principal Amount of Certificates, the Holders of which
      are
      required to consent to any such amendment without the consent of the Holders
      of
      100% of the Class Principal Amount of the Certificates or (iii) take effect
      if
      it would result in an Adverse REMIC Event. For purposes of this paragraph,
      references to “Holder” or “Holders” shall be deemed to include, in the case of
      Book-Entry Certificates, the related Certificate Owners.

    



    
      
         

      

      
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    (c) Promptly
      after the execution of any such amendment, the Trustee shall furnish written
      notification of the substance of such amendment to each Holder, the Depositor
      and to each Rating Agency.

    


    (d) It
      shall
      not be necessary for the consent of Holders under this Section 12.03 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 Holders
      shall be subject to such reasonable regulations as the Trustee may
      prescribe.

    


    Section
      12.04.Acts
      of Certificateholders.
      Except
      as otherwise specifically provided herein, whenever Certificateholder action,
      consent or approval is required under this Agreement, such action, consent
      or
      approval shall be deemed to have been taken or given on behalf of, and shall
      be
      binding upon, all Certificateholders if the Majority Certificateholders agree
      to
      take such action or give such consent or approval.

    


    Section
      12.05.Recordation
      of Agreement.
      To the
      extent permitted by applicable law, this Agreement, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of the counties or other
      comparable jurisdictions in which any or all of the 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 on direction and
      at
      the expense of Holders of not less than 66-2/3% of the Certificate Principal
      Amount of the Certificates requesting such recordation, but only when
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the Certificateholders,
      or
      is necessary for the administration or servicing of the Mortgage
      Loans.

    


    Section
      12.06.Governing
      Law; Submission to Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to principles of conflict of laws. The parties
      hereto hereby declare that it is their intention that this Agreement shall
      be
      regarded as made under the laws of the State of Delaware and that the laws
      of
      said State shall be applied in interpreting its provisions in all cases where
      legal interpretation shall be required. Each of the parties hereto agrees (a)
      that this Agreement involves at least $100,000.00, and (b) that this Agreement
      has been entered into by the parties hereto in express reliance upon 6
Del.
      C.§
2708.
      Each of the parties hereto hereby irrevocably and unconditionally agrees (a)
      to
      be subject to the jurisdiction of the courts of the State of Delaware and of
      the
      federal courts sitting in the State of Delaware, and (b) (1) to the extent
      such
      party is not otherwise subject to service of process in the State of Delaware,
      to appoint and maintain an agent in the State of Delaware as such party's agent
      for acceptance of legal process, and (2) that, to the fullest extent permitted
      by applicable law, service of process may also be made on such party by prepaid
      certified mail with a proof of mailing receipt validated by the United States
      Postal Service constituting evidence of valid service, and that service made
      pursuant to (b) (1) or (2) above shall, to the fullest extent permitted by
      applicable law, have the same legal force and effect as if served upon such
      party personally within the State of Delaware.

    



    
      
         

      

      
        163

        
          

        

      

      
         

      

    


    


    


    Section
      12.07.Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if mailed by overnight courier, addressed as
      follows or delivered by facsimile (or such other address as may hereafter be
      furnished to the other party by like notice): 

    


    (i) if
      to the
      Seller:

    


    HomeBanc
      Mortgage Corporation

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      Debra F. Watkins, EVP Capital Markets


    Facsimile:
      (404) 705-2301

    


    with
      a
      copy to:

    


    HomeBanc
      Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      General Counsel


    Facsimile:
      (404) 303-4069

    


    (ii) if
      to the
      Servicer:

    


    HomeBanc
      Mortgage Corporation

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      Debra F. Watkins, EVP Capital Markets


    Facsimile:
      (404) 705-2301

    


    with
      a
      copy to:

    


    HomeBanc
      Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      General Counsel


    Facsimile:
      (404) 303-4069

    



    
      
         

      

      
        164

        
          

        

      

      
         

      

    


    


    


    (iii) if
      to the
      Master Servicer:

    


    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Manager, HomeBanc Mortgage Trust 2007-1

    (or
      in
      the case of overnight deliveries, 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045)

    Telephone:
      (410) 884-2000

    Facsimile:
      (410) 715-2380

    


    (iv) if
      to the
      Securities Administrator:

    


    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Manager, HomeBanc Mortgage Trust 2007-1

    (or
      in the case of overnight deliveries, 

    9062
      Old Annapolis Road

    Columbia,
      Maryland 21045)

    Telephone:
      (410) 884-2000

    Facsimile:
      (410) 715-2380

    


    (v) if
      to the
      Trustee:

    


    U.S.
      Bank
      National Association

    One
      Federal Street, Third Floor

    Boston,
      Massachusetts 02110

    Attention:
      Corporate Trust Services/HomeBanc 2007-1

    


    (vi) if
      to the
      Delaware Trustee

    


    Wilmington
      Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

    Attention:
      Corporate Trust Administration/ HomeBanc 2007-1

    


    (vii) if
      to the
      Depositor:

    


    HMB
      Acceptance Corp.

    


    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    Attention:
      Debra F. Watkins, EVP Capital Markets


    Facsimile:
      (404) 705-2301

    



    
      
         

      

      
        165

        
          

        

      

      
         

      

    


    


    


    with
      a
      copy to:

    


    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319


    Attention:
      General Counsel 


    Facsimile:
      (404) 303-4069

    


    All
      demands, notices and communications to a party hereunder shall be in writing
      and
      shall be deemed to have been duly given when delivered to such party at the
      relevant address, facsimile number or electronic mail address set forth above
      or
      at such other address, facsimile number or electronic mail address as such
      party
      may designate from time to time by written notice in accordance with this
      Section 12.07.

    


    Section
      12.08.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
      12.09.Indulgences;
      No Waivers.
      Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

    


    Section
      12.10.Headings
      Not To Affect Interpretation.
      The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof. When a reference is made
      in
      this Agreement to Sections, Schedules or Exhibits, such reference shall be
      to a
      Section, Schedule or Exhibit of this Agreement, respectively, unless otherwise
      indicated. The definitions contained in this Agreement are applicable to the
      singular as well as the plural forms of such terms. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine and
      neuter forms.

    


    Section
      12.11.Benefits
      of Agreement.
      Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder
      and the Holders of the Certificates, any benefit or any legal or equitable
      right, power, remedy or claim under this Agreement.

    



    
      
         

      

      
        166

        
          

        

      

      
         

      

    


    


    


    Section
      12.12. Special
      Notices to the Rating Agencies.

    


    (a) The
      Servicer shall give prompt notice to each Rating Agency of the occurrence of
      any
      of the following events of which it has notice:

    


    (viii) any
      amendment to this Agreement pursuant to Section 12.03; and

    


    (ix) the
      making of a final payment hereunder.

    


    (b) All
      notices to the Rating Agencies provided for by this Section shall be in writing
      and sent by first class mail, telecopy or overnight courier, as
      follows:

    


    if
      to
      Moody’s:

    


    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10004

    Fax
      no.:
      (212) 553-4392

    


    if
      to
      S&P:

    


    Standard
      & Poor’s Ratings Services, a division

    of
      The
      McGraw-Hill Companies, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Fax
      no.:
      (212) 438-2661

    


    (c) The
      Securities Administrator shall make available to the Rating Agencies each report
      prepared pursuant to Section 5.08.

    


    Section
      12.13.Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same instrument.

    


    


     

    



    
      
         

      

      
        167

        
          

        

      

      
         

      

    



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

     

    


     

    HMB
      ACCEPTANCE CORP., 

    as
      Depositor

     

    By:
      /s/
      Debra F. Watkins            

    Name:
      Debra F. Watkins

    Title:
      Executive Vice President

     

     

    U.S.
      BANK NATIONAL ASSOCIATION, not in 

    its
      individual capacity but solely as Trustee

     

    By:
      /s/ Karen R. Beard              

    Name:
      Karen
      R. Beard

    Title:
      Vice
      President

     

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator and Master Servicer

    
By:
      /s/ Stacey Taylor              

    Name:
      Stacey Taylor

    Title:
      Vice
      President

     

     

    WILMINGTON
      TRUST COMPANY,

    not
      in its individual capacity, but solely as Delaware Trustee

     

    By:
      /s/ Michele C. Harra            

    Name:
      Michele C. Harra

    Title: 
      Financial Services Officer

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    HOMEBANC
      MORTGAGE CORPORATION,

    as
      Seller and Servicer

     

    By:
      /s/ Debra F. Watkins            

    Name:
      Debra F. Watkins

    Title:
      Executive Vice President

    


    


    


     

    


     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              COMMONWEALTH
                OF MASSACHUSETTS

            	
              )

            
	 	
              )ss.:

            
	
              COUNTY
                OF SUFFOLK

            	
              )

            


    

    


    On
      the
__30th__
      day of
      March 2007 before me, a notary public in and for said State, personally appeared
      Karen R. Beard known to me to be a ---Vice President of U.S. Bank National
      Association, a national banking association 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/
      Alfred E. Charette,
      III                     


    Notary
      Public

    [Notarial
      Seal]

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF GEORGIA

            	
              )
                

            
	 	
              )ss.:

            
	
              COUNTY
                OF FULTON 

            	
              )

            


    

    


     

    On
      the
__30th__
      day of
      March 2007 before me, a notary public in and for said State, personally appeared
      Debra F. Watkins known to me to be an Executive Vice President of HMB Acceptance
      Corp., one of the corporations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    /s/
      Kristi O. Crawford            

    Notary
      Public

    [Notarial
      Seal]

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF MARYLAND

            	
              )

            
	 	
              )ss.:

            
	
              COUNTY
                OF BALTIMORE

            	
              )

            


    

    


    On
      the
__30th___
      day of
      March 2007 before me, a notary public in and for said State, personally appeared
      Stacey Taylor, known to me to be a Vice President of Wells Fargo Bank, N.A.,
      one
      of the entities that executed the within instrument and also known to me to
      be
      the person who executed it on behalf of said entity, and she acknowledged to
      me
      that such entity executed the within instrument.

     

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

     

    /s/
      Darron C. Woodus            
Notary
      Public

    [Notarial
      Seal]

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF DELAWARE

            	
              )

            
	 	
              )ss.:

            
	
              COUNTY
                OF NEW CASTLE

            	
              )

            


    

    


    On
      the
__30th__
      day of
      March 2007 before me, a notary public in and for said State, personally appeared
      Michele C. Harra, known to me to be a Financial Services Officer 
      of
      Wilmington Trust Company, not
      in its individual capacity, but solely as Delaware Trustee, one
      of
      the corporations that executed the within instrument, and also known to me
      to be
      the person who executed it on behalf of said corporation, and acknowledged
      to me
      that such corporation executed the within instrument.

     

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

     

    /s/
      J.
      Christopher Murphy        

    Notary
      Public

    [Notarial
      Seal]

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


     

    
      	
              STATE
                OF GEORGIA

            	
              )

            
	 	
              )ss.:

            
	
              COUNTY
                OF FULTON

            	
              )

            


    

    


    On
      the
_30th___
      day of
      March 2007 before me, a notary public in and for said State, personally appeared
      Debra F. Watkins, known to me to be a Executive Vice President of HomeBanc
      Mortgage Corporation, one of the corporations that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

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

     

    /s/
      Kristi O. Crawford            

    Notary
      Public

    [Notarial
      Seal]

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    FORMS
      OF
      CERTIFICATES

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF 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”), AND A RIGHT TO RECEIVE PAYMENTS
      FROM THE BASIS RISK RESERVE FUND.

     

    THIS
      CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR OR
      ANY
      AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL
      AGENCY OR PRIVATE INSURER.

     

    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL AMOUNT OF THIS CERTIFICATE MAY BE
      MADE
      IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE CERTIFICATE PRINCIPAL
      AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
      PRINCIPAL AMOUNT OF THIS CERTIFICATE AS SET FORTH HEREIN.

     

    [PRINCIPAL
      WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED
      ON THIS CERTIFICATE BASED ON A NOTIONAL AMOUNT DETERMINED AS DESCRIBED IN THE
      TRUST AGREEMENT. THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY
      TIME
      MAY BE LESS THAN THE INITIAL CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE
      AS
      SET FORTH HEREON.] [For
      the Class I-1X, Class I-2X and Class I-3X Certificates only]

     

    [THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
      AND
      SERVICING AGREEMENT REFERRED TO HEREIN.] [For
      each Class of Subordinate Certificates only]

     

    [THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.] [For
      Class I-B-4, Class I-B-5 and Class I-B-6 Certificates only]

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    [NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED IF ITS RATING IS BELOW
      INVESTMENT GRADE UPON ACQUISITION UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES
      THE
      SECURITIES ADMINISTRATOR WITH (A) A CERTIFICATION TO THE EFFECT THAT SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING
      ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN OR
      (2)
      IF SUCH TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS PURCHASING SUCH
      CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH
      CERTIFICATES ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN
      OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH
      THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER,
      THE DEPOSITOR AND THE DELAWARE TRUSTEE SHALL BE ENTITLED TO RELY, TO THE EFFECT
      THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE
      WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER TITLE I OF
      ERISA
      OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES
      ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE DEPOSITOR OR THE DELAWARE
      TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES
      IN
      THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE
      AN
      EXPENSE OF THE TRUST, THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER
      SERVICER, THE SERVICER, THE DEPOSITOR OR THE DELAWARE TRUSTEE. A TRANSFEREE
      OF A
      BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS REQUIRED
      HEREIN.] [For
      the Class I-1A-1, Class I-1A-2, Class I-2A-1 and Class I-3A-1 Certificates
      only]

     

    [NO
      TRANSFER OF THIS CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE
      TO
      ANY PERSON UNLESS THE TRUSTEE HAS RECEIVED EITHER (A) A CERTIFICATE FROM THE
      TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT (1) SUCH TRANSFEREE IS NEITHER
      AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION
      406
      OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
      (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A
      PERSON USING THE ASSETS OF ANY SUCH PLAN OR (2) IF THIS CERTIFICATE HAS BEEN
      THE
      SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING (AS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT), SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THIS
      CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
      SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE
      ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF COUNSEL
      SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH THE
      TRUSTEE, SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR AND THE DELAWARE TRUSTEE
      SHALL BE
      ENTITLED TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE
      BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED
      TRANSACTIONS UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
      SUBJECT THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE
      SERVICER, THE SELLER, THE DEPOSITOR OR THE DELAWARE TRUSTEE TO ANY OBLIGATION
      IN
      ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND
      OR
      ANY OF SUCH ENTITIES.] [For
      Class I-2A-2, Class I-3A-2, Class I-1X, Class I-2X, Class I-3X, Class I-B-1,
      Class I-B-2, Class I-B-3, Class II-M-1, Class II-M-2 and Class II-B Certificates
      only]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    [NO
      TRANSFER OF THIS CERTIFICATE OR ANY BENEFICIAL INTEREST HEREIN SHALL BE MADE
      TO
      ANY PERSON UNLESS THE SECURITIES ADMINISTRATOR HAS RECEIVED EITHER (A) A
      CERTIFICATE FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT (1)
      SUCH
      TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
      AMENDED (THE “CODE”) (COLLECTIVELY, A “PLAN”), NOR A PERSON ACTING ON BEHALF OF
      ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY SUCH PLAN, (2) SUCH
      TRANSFEREE IS ACQUIRING THIS CERTIFICATE THROUGH AN ERISA-QUALIFYING
      UNDERWRITING (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) AND THE
      CERTIFICATE IS RATED AT LEAST INVESTMENT GRADE AT THE TIME OF ITS ACQUISITION
      OR
      (3) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING
      (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT), SUCH TRANSFEREE IS AN
      INSURANCE COMPANY PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN
“INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(e) OF
      THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE
      PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III
      OF
      PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR, AND UPON WHICH THE TRUSTEE, SECURITIES ADMINISTRATOR, THE MASTER
      SERVICER, THE SERVICER, THE DEPOSITOR AND THE DELAWARE TRUSTEE SHALL BE ENTITLED
      TO RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY
      THE
      PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
      UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
      TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR OR THE DELAWARE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
      UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST OR ANY OF SUCH
      ENTITIES.] [For
      Class I-B-4, Class I-B-5 and Class I-B-6 Certificates only]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    CLASS
      [    ] CERTIFICATE

     

    


    
      	
              Initial
                Class [Principal] [Notional]

              Amount
                of the Class [       ]

              Certificates:
                $[       ]

            	
              Initial
                [Certificate

              Principal
                Amount] [Notional Amount] of this

              Certificate:
                $[       ]

            
	
              Certificate

              Interest
                Rate: [       ]

            	
              Cut-off
                Date: March 1, 2007, or with respect to any Mortgage Loan originated
                after
                March 1, 2007, the date of origination of that Mortgage
                Loan.

            
	 	 
	
              Number:
                1

            	
              CUSIP
                No.: [       ]

            
	 	 


    

    


    THIS
      CERTIFIES THAT CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Amount of this Certificate by the Initial Class Principal Amount
      of
      the Class [       ] Certificates, both as
      specified above) evidencing beneficial ownership in the assets of the Trust
      (as
      defined on the reverse hereof), consisting primarily of (i) certain
      conventional, adjustable rate, first lien residential mortgage loans acquired
      by
      the Trust on the Closing Date (the “Mortgage Loans”), together with all
      collections therefrom and proceeds thereof (excluding all scheduled payments
      of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date),
      (ii) such assets as from time to time are deposited in respect of the Mortgage
      Loans in the Servicing Account, Collection Account and the Certificate Account
      maintained by the Servicer, the Master Servicer and the Securities
      Administrator, respectively, on behalf of the Trustee; (iii) property acquired
      by foreclosure of Mortgage Loans or deed in lieu of foreclosure; (iv) the rights
      of the Depositor under the Mortgage Loan Purchase Agreement; and (v) all
      proceeds of the foregoing. 

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      a day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      April 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the month 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, if any, required to be distributed to all the Certificates
      of
      the Class represented by this Certificate. All sums distributable on this
      Certificate are payable in the coin or currency of the United States of America
      which at the time of payment is legal tender for the payment of public and
      private debts.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Securities Administrator, whose name appears below by manual signature,
      this
      Certificate shall not be entitled to any benefit under the Pooling and Servicing
      Agreement (as defined on the reverse hereof) or be valid for any
      purpose.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    


    This
      Certificate is one of a duly authorized issue of certificates designated as
      HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in
      the assets of HomeBanc Mortgage Trust 2007-1 (the “Trust”), a Delaware statutory
      trust established pursuant to a certain trust agreement dated March 29, 2007,
      among HMB Acceptance Corp. (the “Depositor”), Wilmington Trust Company (the
“Delaware Trustee”) and U.S. Bank National Association (the “Trustee”) and
      issued pursuant to the pooling and servicing agreement dated as of March 1,
      2007
      (the “Pooling and Servicing Agreement”), among the Depositor, as depositor,
      HomeBanc Mortgage Corporation, as seller (in such capacity, the “Seller”) and
      servicer (in such capacity, the “Servicer”), Wells Fargo Bank, N.A., as master
      servicer (in such capacity, the “Master Servicer”) and as securities
      administrator (in such capacity, the “Securities Administrator”), the Delaware
      Trustee and the Trustee, to which terms, provisions and conditions thereof
      the
      Holder of this Certificate by virtue of the acceptance hereof assents, and
      by
      which such Holder is bound. The Certificates consist of the following Classes:
      the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1,
      Class
      I-3A-2, Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class
      I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class
      I-2X, Class I-3X, Class II-X and Class R Certificates. To the extent not
      otherwise defined herein, capitalized terms used herein have the meanings
      assigned to them in the Pooling and Servicing Agreement.

     

    On
      each
      Distribution Date, the Group I Available Distribution amount for Pool I, the
      Group II Interest Funds and the Group II Principal Distribution Amount for
      Pool
      II and such date and Group II Monthly Excess Cashflow for Pool II for such
      date
      will be distributed from the Certificate Account to Holders of the related
      Certificates according to the terms of the Pooling and Servicing Agreement.
      All
      distributions or allocations made with respect to each Class of Certificates
      on
      each Distribution Date shall be allocated among the outstanding Certificates
      of
      such Class based on the Certificate Principal Amount (or Percentage Interest)
      of
      each such Certificate.

     

    Distributions
      on this Certificate will be made on each Distribution Date by the Securities
      Administrator to each Certificateholder of record on the preceding Record Date
      either (x) by wire transfer in immediately available funds to the account of
      such Holder at a bank or other entity having appropriate facilities therefor,
      if
      (i) such Holder has so notified the Securities Administrator not later than
      the
      applicable Record Date and (ii) such Holder shall hold (A) 100% of the Class
      Principal Amount of any Class of Certificates or (B) Certificates of any Class
      with aggregate principal Denominations of not less than $1,000,000 or (y) by
      check mailed by first class mail to such Certificateholder at the address of
      such Holder appearing in the Certificate Register. The final distribution on
      this Certificate will be made, after due notice to the Holder of the pendency
      of
      such distribution, only upon presentation and surrender of this Certificate
      at
      the Corporate Trust Office (as defined below).

     

    The
      Corporate Trust Office with respect to the presentment and surrender of
      Certificates for the final distribution thereon and the presentment and
      surrender of the Certificates for any other purpose is the corporate trust
      office of the Securities Administrator at Wells Fargo Bank, N.A., Sixth Street
      and Marquette Avenue, Minneapolis, Minnesota 55479, and for all other purposes
      is located at P.O. Box 98, Columbia, Maryland 21046 (or for overnight
      deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention:
      Client Manager (HomeBanc 2007-1). The Trustee may designate another address
      from
      time to time by notice to the Holders of the Certificates and the
      Depositor.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    The
      Pooling and Servicing Agreement permits the amendment thereof from time to
      time
      by the Depositor, the Master Servicer, the Securities Administrator, the Seller,
      the Servicer, the Delaware Trustee and the Trustee with the consent of the
      Holders of not less than 66 2/3% of the Class Principal Amount (or Percentage
      Interest) of each Class of Certificates affected thereby, for the purpose of
      adding, changing or eliminating any provisions of the Pooling and Servicing
      Agreement or modifying the rights of the Holders of the Certificates thereunder,
      as provided in the Pooling and Servicing Agreement. Any consent by the Holder
      of
      this Certificate will 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 Pooling and Servicing
      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 Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, the transfer of this Certificate is registerable
      in the Certificate Register upon surrender of this Certificate for registration
      of transfer at the Corporate Trust Office, duly endorsed by, or accompanied
      by a
      written instrument of transfer in form satisfactory to the Certificate
      Registrar, duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class of authorized denominations evidencing the same initial Certificate
      Principal Amount (or Percentage Interest) will be issued to the designated
      transferee or transferees. As provided in the Trust Agreement and subject to
      certain limitations therein set forth, this Certificate is exchangeable for
      new
      Certificates of the same Class evidencing the same aggregate initial Certificate
      Principal Amount (or Percentage Interest) as requested by the Holder
      surrendering the same. No service charge will be made for any such registration
      of transfer or exchange, but the Certificate Registrar may require payment
      of a
      sum sufficient to cover any tax or other governmental charge payable in
      connection therewith.

     

    The
      Class
      I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1, Class I-3A-2,
      Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class I-B-3,
      Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class I-2X,
      Class
      I-3X Certificates are issuable only in registered form, in denominations of
      $100,000 and in integral multiples of $1 in excess thereof registered in the
      name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. The Class II-X Certificates
      are
      issuable in minimum denominations of 10% Percentage Interest and will be
      maintained in physical form. The Class R Certificates will each be issued as
      a
      single Certificate and maintained in physical form. The Class R Certificates
      shall remain outstanding until the latest final Distribution Date for the
      Certificates.

     

    The
      Certificates of a Certificate Group are subject to optional prepayment in full
      in accordance with the Pooling and Servicing Agreement on any Distribution
      Date
      after the date on which the Aggregate Pool Balance of the related Pool is less
      than 10% of the sum of the Cut-off Date Balance of the related Pool, for an
      amount as specified in the Pooling and Servicing Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    As
      provided in the Pooling and Servicing Agreement, this Certificate and the
      Pooling and Servicing Agreement shall be construed in accordance with and
      governed by the laws of the State of Delaware. In the event of any conflict
      between the provisions of this Certificate and the Pooling and Servicing
      Agreement, the Trust Agreement shall be controlling.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed under its official seal.

    Dated:
      ____________, 2007

    
      	 	
              WELLS
                FARGO BANK, N.A.

            


    

    Not
      in
      its individual capacity, but solely as Securities Administrator 

    


    


    BY: ________________________________

    Authorized
      Signatory

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    THIS
      IS
      ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND
      SERVICING AGREEMENT.

    


    
      	
              Dated:
                ____________, 2007

            	
              WELLS
                FARGO BANK, N.A.

            


    

    
      	 	 	
              Not
                in its individual capacity, but solely as Securities
                Administrator

            


    

    
      	 	 	 


    

    


    BY: ________________________________

    Authorized
      Signatory

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF
      TRANSFER

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of 

    registration
      of such Percentage Interest to assignee on the Certificate Register of the
      Trust.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like


    denomination
      and Class, to the above named assignee and deliver such Certificate to the
      

    following
      address: 

    _____________________________________________________________________________.

     

    Dated:
      _____________

     

    __________________________________________

    Signature
      by or on behalf of assignor

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Registrar. Distributions shall be made by wire transfer in immediately Group
      I
      Available Funds to

     

    ________________________________________________________________________

     

    for
      the
      account of _______________________________________________________

     

    account
      number __________________ or, if mailed by check, to
      _________________________

     

    ______________________________________________________________________

     

    Applicable
      reports and statements should be mailed to
      ___________________________

     

    _______________________________________________________________________

     

    This
      information is provided by
      _____________________________________________

     

    the
      assignee named above, or ____________________________________ as its
      agent.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF 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 DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
      GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR OR
      ANY
      AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL
      AGENCY OR PRIVATE INSURER.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO SCHEDULED DISTRIBUTIONS OF PRINCIPAL AND WILL
      NOT
      ACCRUE INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED TO CERTAIN
      DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
      AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
      SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) TO AN INSTITUTIONAL “ACCREDITED
      INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
      UNDER THE 1933 ACT THAT IS ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT, OR
      FOR
      THE ACCOUNT OF SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE 1933 ACT, SUBJECT TO THE SECURITIES
      ADMINISTRATOR’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
      DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING
      AND
      SERVICING AGREEMENT.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH (A) A CERTIFICATION TO
      THE
      EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY
      SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
      UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS
      PURCHASING SUCH CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING
      OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR
      (B)
      AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON
      WHICH THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR SHALL BE ENTITLED TO RELY,
      TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY THE
      PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
      UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
      TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR OR THE DELAWARE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
      UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST OR ANY OF SUCH
      ENTITIES.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    CLASS
      II-X CERTIFICATE

     

    


    
      	
              Percentage
                Interest: 100%

            	
              Cut-off
                Date: March 1, 2007, or with respect to any Mortgage Loan originated
                after
                March 1, 2007, the date of origination of that Mortgage
                Loan.

            
	 	 
	
              Number:
                1

            	 
	 	 


    

    


    THIS
      CERTIFIES THAT
      [                             
 ] is the registered owner of the Percentage Interest evidenced by this
      Certificate evidencing beneficial ownership in the assets of the Trust (as
      defined on the reverse hereof), consisting primarily of (i) certain
      conventional, adjustable rate, first lien residential mortgage loans acquired
      by
      the Trust on the Closing Date (the “Mortgage Loans”), together with all
      collections therefrom and proceeds thereof (excluding all scheduled payments
      of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date),
      (ii) such assets as from time to time are deposited in respect of the Mortgage
      Loans in the Servicing Account, Collection Account and the Certificate Account
      maintained by the Servicer, the Master Servicer and the Securities
      Administrator, respectively, on behalf of the Trustee; (iii) property acquired
      by foreclosure of Mortgage Loans or deed in lieu of foreclosure; (iv) the rights
      of the Depositor under the Mortgage Loan Purchase Agreement; and (v) all
      proceeds of the foregoing. 

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      a day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      April 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the month 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, if any, required to be distributed to all the Certificates
      of
      the Class represented by this Certificate. All sums distributable on this
      Certificate are payable in the coin or currency of the United States of America
      which at the time of payment is legal tender for the payment of public and
      private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Securities Administrator, whose name appears below by manual signature,
      this
      Certificate shall not be entitled to any benefit under the Pooling and Servicing
      Agreement (as defined on the reverse hereof) or be valid for any
      purpose.

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    


    This
      Certificate is one of a duly authorized issue of certificates designated as
      HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in
      the assets of HomeBanc Mortgage Trust 2007-1 (the “Trust”), a Delaware statutory
      trust established pursuant to a certain trust agreement dated March 29, 2007,
      among HMB Acceptance Corp. (the “Depositor”), Wilmington Trust Company (the
“Delaware Trustee”) and U.S. Bank National Association (the “Trustee”) and
      issued pursuant to the pooling and servicing agreement dated as of March 1,
      2007
      (the “Pooling and Servicing Agreement”), among the Depositor, as depositor,
      HomeBanc Mortgage Corporation, as seller (in such capacity, the “Seller”) and
      servicer (in such capacity, the “Servicer”), Wells Fargo Bank, N.A., as master
      servicer (in such capacity, the “Master Servicer”) and as securities
      administrator (in such capacity, the “Securities Administrator”), the Delaware
      Trustee and the Trustee, to which terms, provisions and conditions thereof
      the
      Holder of this Certificate by virtue of the acceptance hereof assents, and
      by
      which such Holder is bound. The Certificates consist of the following Classes:
      the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1,
      Class
      I-3A-2, Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class
      I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class
      I-2X, Class I-3X, Class II-X and Class R Certificates. To the extent not
      otherwise defined herein, capitalized terms used herein have the meanings
      assigned to them in the Pooling and Servicing Agreement.

     

    On
      each
      Distribution Date, the Group I Available Distribution amount for Pool I, the
      Group II Interest Funds and the Group II Principal Distribution Amount for
      Pool
      II and such date and Group II Monthly Excess Cashflow for Pool II for such
      date
      will be distributed from the Certificate Account to Holders of the related
      Certificates according to the terms of the Pooling and Servicing Agreement.
      All
      distributions or allocations made with respect to each Class of Certificates
      on
      each Distribution Date shall be allocated among the outstanding Certificates
      of
      such Class based on the Certificate Principal Amount (or Percentage Interest)
      of
      each such Certificate.

     

    Distributions
      on this Certificate will be made on each Distribution Date by the Securities
      Administrator to each Certificateholder of record on the preceding Record Date
      either (x) by wire transfer in immediately available funds to the account of
      such Holder at a bank or other entity having appropriate facilities therefor,
      if
      (i) such Holder has so notified the Securities Administrator not later than
      the
      applicable Record Date and (ii) such Holder shall hold (A) 100% of the Class
      Principal Amount of any Class of Certificates or (B) Certificates of any Class
      with aggregate principal Denominations of not less than $1,000,000 or (y) by
      check mailed by first class mail to such Certificateholder at the address of
      such Holder appearing in the Certificate Register. The final distribution on
      this Certificate will be made, after due notice to the Holder of the pendency
      of
      such distribution, only upon presentation and surrender of this Certificate
      at
      the Corporate Trust Office (as defined below).

     

    The
      Corporate Trust Office with respect to the presentment and surrender of
      Certificates for the final distribution thereon and the presentment and
      surrender of the Certificates for any other purpose is the corporate trust
      office of the Securities Administrator at Wells Fargo Bank, N.A., Sixth Street
      and Marquette Avenue, Minneapolis, Minnesota 55479, and for all other purposes
      is located at P.O. Box 98, Columbia, Maryland 21046 (or for overnight
      deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention:
      Client Manager (HomeBanc 2007-1). The Trustee may designate another address
      from
      time to time by notice to the Holders of the Certificates and the
      Depositor.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    The
      Pooling and Servicing Agreement permits the amendment thereof from time to
      time
      by the Depositor, the Master Servicer, the Securities Administrator, the Seller,
      the Servicer, the Delaware Trustee and the Trustee with the consent of the
      Holders of not less than 66 2/3% of the Class Principal Amount (or Percentage
      Interest) of each Class of Certificates affected thereby, for the purpose of
      adding, changing or eliminating any provisions of the Pooling and Servicing
      Agreement or modifying the rights of the Holders of the Certificates thereunder,
      as provided in the Pooling and Servicing Agreement. Any consent by the Holder
      of
      this Certificate will 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 Pooling and Servicing
      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 Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, the transfer of this Certificate is registerable
      in the Certificate Register upon surrender of this Certificate for registration
      of transfer at the Corporate Trust Office, duly endorsed by, or accompanied
      by a
      written instrument of transfer in form satisfactory to the Certificate
      Registrar, duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class of authorized denominations evidencing the same initial Certificate
      Principal Amount (or Percentage Interest) will be issued to the designated
      transferee or transferees. As provided in the Trust Agreement and subject to
      certain limitations therein set forth, this Certificate is exchangeable for
      new
      Certificates of the same Class evidencing the same aggregate initial Certificate
      Principal Amount (or Percentage Interest) as requested by the Holder
      surrendering the same. No service charge will be made for any such registration
      of transfer or exchange, but the Certificate Registrar may require payment
      of a
      sum sufficient to cover any tax or other governmental charge payable in
      connection therewith.

     

    The
      Class
      I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1, Class I-3A-2,
      Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class I-B-3,
      Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class I-2X,
      Class
      I-3X Certificates are issuable only in registered form, in denominations of
      $100,000 and in integral multiples of $1 in excess thereof registered in the
      name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. The Class II-X Certificates
      are
      issuable in minimum denominations of 10% Percentage Interest and will be
      maintained in physical form. The Class R Certificates will each be issued as
      a
      single Certificate and maintained in physical form. The Class R Certificates
      shall remain outstanding until the latest final Distribution Date for the
      Certificates.

     

    The
      Certificates of a Certificate Group are subject to optional prepayment in full
      in accordance with the Pooling and Servicing Agreement on any Distribution
      Date
      after the date on which the Aggregate Pool Balance of the related Pool is less
      than 10% of the sum of the Cut-off Date Balance of the related Pool, for an
      amount as specified in the Pooling and Servicing Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    As
      provided in the Pooling and Servicing Agreement, this Certificate and the
      Pooling and Servicing Agreement shall be construed in accordance with and
      governed by the laws of the State of Delaware. In the event of any conflict
      between the provisions of this Certificate and the Pooling and Servicing
      Agreement, the Trust Agreement shall be controlling.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed under its official seal.

    Dated:
      ____________, 2007

    
      	 	
              WELLS
                FARGO BANK, N.A.

            


    

    Not
      in
      its individual capacity, but solely as Securities Administrator 

    


    


    BY: ________________________________

    Authorized
      Signatory

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    THIS
      IS
      ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND
      SERVICING AGREEMENT.

    


    
      	
              Dated:
                ____________, 2007

            	
              WELLS
                FARGO BANK, N.A.

            


    

    
      	 	 	
              Not
                in its individual capacity, but solely as Securities
                Administrator

            


    

    
      	 	 	 


    

    


    BY: ________________________________

    Authorized
      Signatory

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF
      TRANSFER

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of

    registration
      of such Percentage Interest to assignee on the Certificate Register of the
      Trust.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like


    denomination
      and Class, to the above named assignee and deliver such Certificate to the
      

    following
      address:

    _____________________________________________________________________________.

     

    Dated:
      _____________

     

    __________________________________________

    Signature
      by or on behalf of assignor

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Registrar. Distributions shall be made by wire transfer in immediately Group
      I
      Available Funds to

     

    ______________________________________________________________________________

     

    for
      the
      account of
      _______________________________________________________________

     

    account
      number __________________ or, if mailed by check, to
      _________________________

     

    _____________________________________________________________________________

     

    Applicable
      reports and statements should be mailed to
      _________________________________

     

    _____________________________________________________________________________

     

    This
      information is provided by
      _____________________________________________

     

    the
      assignee named above, or ____________________________________ as its
      agent.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CERTIFICATE DOES
      NOT
      EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE
      DEPOSITOR, THE TRUSTEE, THE SECURITIES ADMINISTRATOR OR ANY AFFILIATE OF ANY
      OF
      THEM AND IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.

     

    THIS
      CERTIFICATE IS NOT ENTITLED TO DISTRIBUTIONS OF PRINCIPAL AND WILL NOT ACCRUE
      INTEREST. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN
      LIMITED DISTRIBUTIONS AS PROVIDED IN THE POOLING AND SERVICING
      AGREEMENT.

     

    THIS
      CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE POOLING
      AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY
      INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
      OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION
      STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) TO A PERSON
      IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
      144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF
      A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
      BEING MADE IN RELIANCE ON RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT TO THE
      TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE
      DELIVERY OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE TRUST
      AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CERTIFICATE, MAY BE
      TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS PRIOR TO SUCH
      DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR
      (I) AN AFFIDAVIT STATING (A) THAT THE PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED
      ORGANIZATION” WITHIN THE MEANING OF SECTION 860E(E)(5) OF THE INTERNAL REVENUE
      CODE OF 1986, AS AMENDED (THE “CODE”) AND IS NOT PURCHASING THE CERTIFICATE ON
      BEHALF OF A DISQUALIFIED ORGANIZATION, (B) THAT NO PURPOSE OF SUCH TRANSFER
      IS
      TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (C) IN THE CASE OF
      A
      NON-U.S. PERSON, THAT THE PROPOSED TRANSFEREE IS A NON-U.S. PERSON THAT HOLDS
      A
      RESIDUAL CERTIFICATE IN CONNECTION WITH THE CONDUCT OF A TRADE OR BUSINESS
      WITHIN THE UNITED STATES AND HAS FURNISHED THE TRANSFEROR AND THE TRUSTEE WITH
      AN EFFECTIVE INTERNAL REVENUE SERVICE FORM 4224 OR SUCCESSOR FORM AT THE TIME
      AND IN THE MANNER REQUIRED BY THE CODE.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH (A) A CERTIFICATION TO
      THE
      EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN NOR A PERSON USING THE ASSETS OF ANY
      SUCH PLAN OR (2) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
      UNDERWRITING AND THE TRANSFEREE IS AN INSURANCE COMPANY, SUCH TRANSFEREE IS
      PURCHASING SUCH CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(e) OF THE PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING
      OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR
      (B)
      AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON
      WHICH THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR SHALL BE ENTITLED TO RELY,
      TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY THE
      PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
      UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
      TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE
      DEPOSITOR OR THE DELAWARE TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE
      UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST OR ANY OF SUCH
      ENTITIES.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    CLASS
      R CERTIFICATE

     

    


    
      	
              Percentage
                Interest: 100%

            	
              Cut-off
                Date: March 1, 2007, or with respect to any Mortgage Loan originated
                after
                March 1, 2007, the date of origination of that Mortgage
                Loan.

            
	 	 
	
              Number:
                1

            	 
	 	 


    

    


    THIS
      CERTIFIES THAT [ ] is the registered owner of the Percentage Interest evidenced
      by this Certificate evidencing beneficial ownership in the assets of the Trust
      (as defined on the reverse hereof), consisting primarily of (i) certain
      conventional, adjustable rate, first lien residential mortgage loans acquired
      by
      the Trust on the Closing Date (the “Mortgage Loans”), together with all
      collections therefrom and proceeds thereof (excluding all scheduled payments
      of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date),
      (ii) such assets as from time to time are deposited in respect of the Mortgage
      Loans in the Servicing Account, Collection Account and the Certificate Account
      maintained by the Servicer, the Master Servicer and the Securities
      Administrator, respectively, on behalf of the Trustee; (iii) property acquired
      by foreclosure of Mortgage Loans or deed in lieu of foreclosure; (iv) the rights
      of the Depositor under the Mortgage Loan Purchase Agreement; and (v) all
      proceeds of the foregoing. 

     

    Distributions
      on this Certificate will be made on the 25th day of each month or, if such
      a day
      is not a Business Day, then on the next succeeding Business Day, commencing
      in
      April 2007 (each, a “Distribution Date”), to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the month 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, if any, required to be distributed to all the Certificates
      of
      the Class represented by this Certificate. All sums distributable on this
      Certificate are payable in the coin or currency of the United States of America
      which at the time of payment is legal tender for the payment of public and
      private debts.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which shall have the same effect as though fully set forth
      on
      the face of this Certificate.

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Securities Administrator, whose name appears below by manual signature,
      this
      Certificate shall not be entitled to any benefit under the Pooling and Servicing
      Agreement (as defined on the reverse hereof) or be valid for any
      purpose.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    HOMEBANC
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    


    This
      Certificate is one of a duly authorized issue of certificates designated as
      HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates (the
“Certificates”), representing all or part of a beneficial ownership interest in
      the assets of HomeBanc Mortgage Trust 2007-1 (the “Trust”), a Delaware statutory
      trust established pursuant to a certain trust agreement dated March 29, 2007,
      among HMB Acceptance Corp. (the “Depositor”), Wilmington Trust Company (the
“Delaware Trustee”) and U.S. Bank National Association (the “Trustee”) and
      issued pursuant to the pooling and servicing agreement dated as of March 1,
      2007
      (the “Pooling and Servicing Agreement”), among the Depositor, as depositor,
      HomeBanc Mortgage Corporation, as seller (in such capacity, the “Seller”) and
      servicer (in such capacity, the “Servicer”), Wells Fargo Bank, N.A., as master
      servicer (in such capacity, the “Master Servicer”) and as securities
      administrator (in such capacity, the “Securities Administrator”), the Delaware
      Trustee and the Trustee, to which terms, provisions and conditions thereof
      the
      Holder of this Certificate by virtue of the acceptance hereof assents, and
      by
      which such Holder is bound. The Certificates consist of the following Classes:
      the Class I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1,
      Class
      I-3A-2, Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class
      I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class
      I-2X, Class I-3X, Class II-X and Class R Certificates. To the extent not
      otherwise defined herein, capitalized terms used herein have the meanings
      assigned to them in the Pooling and Servicing Agreement.

     

    On
      each
      Distribution Date, the Group I Available Distribution amount for Pool I, the
      Group II Interest Funds and the Group II Principal Distribution Amount for
      Pool
      II and such date and Group II Monthly Excess Cashflow for Pool II for such
      date
      will be distributed from the Certificate Account to Holders of the related
      Certificates according to the terms of the Pooling and Servicing Agreement.
      All
      distributions or allocations made with respect to each Class of Certificates
      on
      each Distribution Date shall be allocated among the outstanding Certificates
      of
      such Class based on the Certificate Principal Amount (or Percentage Interest)
      of
      each such Certificate.

     

    Distributions
      on this Certificate will be made on each Distribution Date by the Securities
      Administrator to each Certificateholder of record on the preceding Record Date
      either (x) by wire transfer in immediately available funds to the account of
      such Holder at a bank or other entity having appropriate facilities therefor,
      if
      (i) such Holder has so notified the Securities Administrator not later than
      the
      applicable Record Date and (ii) such Holder shall hold (A) 100% of the Class
      Principal Amount of any Class of Certificates or (B) Certificates of any Class
      with aggregate principal Denominations of not less than $1,000,000 or (y) by
      check mailed by first class mail to such Certificateholder at the address of
      such Holder appearing in the Certificate Register. The final distribution on
      this Certificate will be made, after due notice to the Holder of the pendency
      of
      such distribution, only upon presentation and surrender of this Certificate
      at
      the Corporate Trust Office (as defined below).

     

    The
      Corporate Trust Office with respect to the presentment and surrender of
      Certificates for the final distribution thereon and the presentment and
      surrender of the Certificates for any other purpose is the corporate trust
      office of the Securities Administrator at Wells Fargo Bank, N.A., Sixth Street
      and Marquette Avenue, Minneapolis, Minnesota 55479, and for all other purposes
      is located at P.O. Box 98, Columbia, Maryland 21046 (or for overnight
      deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045), Attention:
      Client Manager (HomeBanc 2007-1). The Trustee may designate another address
      from
      time to time by notice to the Holders of the Certificates and the
      Depositor.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    The
      Pooling and Servicing Agreement permits the amendment thereof from time to
      time
      by the Depositor, the Master Servicer, the Securities Administrator, the Seller,
      the Servicer, the Delaware Trustee and the Trustee with the consent of the
      Holders of not less than 66 2/3% of the Class Principal Amount (or Percentage
      Interest) of each Class of Certificates affected thereby, for the purpose of
      adding, changing or eliminating any provisions of the Pooling and Servicing
      Agreement or modifying the rights of the Holders of the Certificates thereunder,
      as provided in the Pooling and Servicing Agreement. Any consent by the Holder
      of
      this Certificate will 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 Pooling and Servicing
      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 Pooling and Servicing Agreement and subject to certain
      limitations therein set forth, the transfer of this Certificate is registerable
      in the Certificate Register upon surrender of this Certificate for registration
      of transfer at the Corporate Trust Office, duly endorsed by, or accompanied
      by a
      written instrument of transfer in form satisfactory to the Certificate
      Registrar, duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class of authorized denominations evidencing the same initial Certificate
      Principal Amount (or Percentage Interest) will be issued to the designated
      transferee or transferees. As provided in the Trust Agreement and subject to
      certain limitations therein set forth, this Certificate is exchangeable for
      new
      Certificates of the same Class evidencing the same aggregate initial Certificate
      Principal Amount (or Percentage Interest) as requested by the Holder
      surrendering the same. No service charge will be made for any such registration
      of transfer or exchange, but the Certificate Registrar may require payment
      of a
      sum sufficient to cover any tax or other governmental charge payable in
      connection therewith.

     

    The
      Class
      I-1A-1, Class I-1A-2, Class I-2A-1, Class I-2A-2 , Class I-3A-1, Class I-3A-2,
      Class II-A, Class II-M-1, Class II-M-2, Class I-B-1, Class I-B-2, Class I-B-3,
      Class I-B-4, Class I-B-5, Class I-B-6, Class II-B, Class I-1X, Class I-2X,
      Class
      I-3X Certificates are issuable only in registered form, in denominations of
      $100,000 and in integral multiples of $1 in excess thereof registered in the
      name of the nominee of the Clearing Agency, which shall maintain such
      Certificates through its book-entry facilities. The Class II-X Certificates
      are
      issuable in minimum denominations of 10% Percentage Interest and will be
      maintained in physical form. The Class R Certificates will each be issued as
      a
      single Certificate and maintained in physical form. The Class R Certificates
      shall remain outstanding until the latest final Distribution Date for the
      Certificates.

     

    The
      Certificates of a Certificate Group are subject to optional prepayment in full
      in accordance with the Pooling and Servicing Agreement on any Distribution
      Date
      after the date on which the Aggregate Pool Balance of the related Pool is less
      than 10% of the sum of the Cut-off Date Balance of the related Pool, for an
      amount as specified in the Pooling and Servicing Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    As
      provided in the Pooling and Servicing Agreement, this Certificate and the
      Pooling and Servicing Agreement shall be construed in accordance with and
      governed by the laws of the State of Delaware. In the event of any conflict
      between the provisions of this Certificate and the Pooling and Servicing
      Agreement, the Trust Agreement shall be controlling.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed under its official seal.

    Dated:
      ____________, 2007

    
      	 	
              WELLS
                FARGO BANK, N.A.

            


    

    Not
      in
      its individual capacity, but solely as Securities Administrator 

    


    


    BY: ________________________________

    Authorized
      Signatory

     

    


    CERTIFICATE
      OF AUTHENTICATION

    


    THIS
      IS
      ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND
      SERVICING AGREEMENT.

    


    
      	
              Dated:
                ____________, 2007

            	
              WELLS
                FARGO BANK, N.A.

            


    

    
      	 	 	
              Not
                in its individual capacity, but solely as Securities
                Administrator

            


    

    
      	 	 	 


    

    


    BY: ________________________________

    Authorized
      Signatory

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF
      TRANSFER

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    _____________________________________________________________________________

    _____________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of 

    registration
      of such Percentage Interest to assignee on the Certificate Register of the
      Trust.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like


    denomination
      and Class, to the above named assignee and deliver such Certificate to the
      

    following
      address: 

    _____________________________________________________________________________.

     

    Dated:
      _____________

     

    ______________________________________

    Signature
      by or on behalf of assignor

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Registrar. Distributions shall be made by wire transfer in immediately Group
      I
      Available Funds to

     

    ______________________________________________________________________________

     

    for
      the
      account of
      _______________________________________________________________

     

    account
      number __________________ or, if mailed by check, to
      _________________________

     

    _____________________________________________________________________________

     

    Applicable
      reports and statements should be mailed to
      _________________________________

     

    _____________________________________________________________________________

     

    This
      information is provided by
      _____________________________________________

     

    the
      assignee named above, or ____________________________________ as its
      agent.

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B-1

    


    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    


     

    [date]

     

    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479


     

    
      	 	
              Re:
                

            	
              HomeBanc
                Mortgage Trust 2007-1, Mortgage

            


    

    Pass-Through
      Certificates, Class [   ]


     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed transfer of Class [ ] Certificates, we hereby
      certify that (a) we have no knowledge that the proposed Transferee is not a
      Permitted Transferee acquiring such Class [ ] Certificate for its own account
      and not in a capacity as trustee, nominee, or agent for another Person, (b)
      we
      have not offered or sold any Class [ ] Certificates to, or solicited offers
      to
      buy any Class [ ] Certificates from, any person, or otherwise approached or
      negotiated with any person with respect thereto, in a manner that would be
      deemed, or taken any other action which would result in, a violation of Section
      5 of the Securities Act of 1933, as amended, and (c) we have not undertaken
      the
      proposed transfer in whole or in part to impede the assessment or collection
      of
      tax.

     

    Very
      truly yours,

     

    [_____________________]

     

    By:
      ______________________________

     

    


     

    


     


    
      
         

      

      
        B-1-1

        
          

        

      

      
         

      

    



    EXHIBIT
      B-2

    


    FORM
      OF
      INVESTMENT LETTER

     

    [date]

     

    


    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	 	
              Re:
                

            	
              HomeBanc
                Mortgage Trust 2007-1,

            


    

    Mortgage
      Pass-Through Certificates, Class [    ]

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-referenced certificates (the
“Certificates”) we certify that: (1) we understand that the Certificates
      have not been registered under the Securities Act of 1933, as amended (the
      “Securities Act”), or any state securities laws and are being transferred to us
      in a transaction that is exempt from the registration requirements of the
      Securities Act and any such laws; (2) we are an institutional “accredited
      investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of
      Regulation D under the Securities Act that is not a QIB (as defined below)
      (an
“Institutional Accredited Investor”) and have such knowledge and experience in
      financial and business matters that we are capable of evaluating the merits
      and
      risks of an investment in the Certificates; (3) we have had the opportunity
      to ask questions of and receive answers from the Depositor concerning the
      purchase of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates;
      (4) we are acquiring the Certificates for investment for our own account
      and not with a view to any distribution of such Certificates (but without
      prejudice to our right at all times to sell or otherwise dispose of the
      Certificates in accordance with clause (7) below); (5) we are aware
      that any seller of the Certificates may be relying on the exemption from the
      registration requirements of the Securities Act provided by
      Section 501(a)(1), (2), (3) or (7) of Regulation D under the
      Securities Act and is acquiring such Certificate for its own account or for
      the
      account of one or more Institutional Accredited Investors for whom it is
      authorized to act; (6) we have not offered or sold any Certificates to, or
      solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, or taken any
      other action that would result in a violation of Section 5 of the
      Securities Act or any state securities law; and (7) we will not sell,
      transfer or otherwise dispose of any Certificates (A) in 

     


    
      
         

      

      
        B-2-1

        
          

        

      

      
         

      

    


    the
      United States or to a U.S. person (within the meaning of Regulation S) unless
      such person (i) is a QIB as defined in Rule 144A of the Securities Act (a
“QIB”) that purchases for its own account or for the account of a Qualified
      Institutional Buyer to whom notice is given that the sale, pledge or transfer
      is
      hereby made in reliance on Rule 144A of the Securities Act, (ii) is an
      Institutional Accredited Investor that purchases for its own account or for
      the
      account of an Institutional Accredited Investor to whom notice is given that
      the
      sale, pledge or transfer is hereby made in reliance on Regulation D of the
      Securities Act, (iii) has executed and delivered to you a certificate to
      substantially the same effect as this certificate and (iv) has otherwise
      complied with any conditions for transfer set forth in the Pooling and Servicing
      Agreement dated as of March 1, 2007 among HMB Acceptance Corp., as Depositor,
      HomeBanc Mortgage Corporation, as Seller and Servicer, Wells Fargo Bank, N.A.,
      as Master Servicer and Securities Administrator, Wilmington Trust Company,
      as
      Delaware Trustee, and U.S. Bank National Association, as Trustee, or (B) to
      a non-U.S. person in an offshore transaction pursuant to Regulation S and,
      if
      requested, we will at our expense provide an opinion of counsel satisfactory
      to
      the addressees of this certificate that such sale, transfer or other disposition
      may be made pursuant to an exemption from the Securities Act.

     

    Very
      truly yours,

     

    [NAME
      OF TRANSFEREE]

     

    By:______________________________

             
      Authorized Officer

    


     


    
      
         

      

      
        B-2-2

        
          

        

      

      
         

      

    



    EXHIBIT
      B-3

    


    FORM
      OF
      RULE 144A LETTER

    
 

     

    [date]

     

    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	 	
              Re:
                

            	
              HomeBanc
                Mortgage Trust 2007-1, 

            


    

    Mortgage
      Pass-Through Certificates, Class
      [     ]

    


    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-referenced certificates (the
“Certificates”) we certify that (a) we understand that the Certificates
      have not been registered under the Securities Act of 1933, as amended (the
      “Securities Act”), or any state securities laws and are being transferred to us
      in a transaction that is exempt from the registration requirements of the
      Securities Act and any such laws, (b) we have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) we have not, nor has anyone acting on our behalf,
      offered, transferred, pledged, sold or otherwise disposed of the Certificates
      or
      any interest in the Certificates, or solicited any offer to buy, transfer,
      pledge or otherwise dispose of the Certificates or any interest in the
      Certificates from any person in any manner, or made any general solicitation
      by
      means of general advertising or in any other manner, or taken any other action
      that would constitute a distribution of the Certificates under the Securities
      Act or that would render the disposition of the Certificates a violation of
      Section 5 of the Securities Act or any state securities laws or require
      registration pursuant thereto, and we will not act, or authorize any person
      to
      act, in such manner with respect to the Certificates and (e) we are a
“Qualified Institutional Buyer” or “QIB” as that term is defined in Rule 144A
      under the Securities Act (“Rule 144A”). We are aware that the sale to us is
      being made in reliance on Rule 144A.


    
      
         

      

      
        B-4-1

        
          

        

      

      
         

      

    


    


    


    We
      are
      acquiring the Certificates for our own account or for resale pursuant to Rule
      144A and understand that such Certificates may be resold, pledged or transferred
      (i) in the United States or to any U.S. person (within the meaning of
      Regulation S) only to 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) to a non-U.S. person in an offshore transaction pursuant to
      Regulation S.

     

    Very
      truly yours,

     

    [NAME
      OF TRANSFEREE]

     

    


    By:
                  
                    

    Authorized
      Officer

     

    


     


    
      
         

      

      
        B-4-2

        
          

        

      

      
         

      

    


    EXHIBIT
      B-4

     

    ERISA
      AFFIDAVIT

     

    [date]

    


    HMB
      Acceptance Corp.

    2002
      Summit Boulevard, Suite 100

    Atlanta,
      Georgia 30319

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Re:
      HomeBanc Mortgage Trust 2007-1, 

    Mortgage
      Pass-Through Certificates, Class [     ]

     

    Ladies
      and Gentlemen:

     

    1. The
      undersigned is the ______________________ of _________________ (the
“Transferee”), a [corporation duly organized] and existing under the laws of
      __________, on behalf of which she makes this affidavit.

     

    2.  The
      Transferee either (a) is not an employee benefit plan subject to Section 406
      or
      Section 407 of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), or a plan or arrangement subject to Section 4975 of the Internal
      Revenue Code of 1986, as amended (the “Code”), the Trustee of any such plan or
      arrangement or a person acting on behalf of any such plan or arrangement or
      using the assets of any such plan or arrangement to effect such transfer; (b)
      is
      acquiring a Class I-2A-2, Class I-3A-2, Class I-B-1, Class I-B-2, Class I-B-3,
      Class II-M-1, Class II-M-2 or Class II-B Certificate that has been the subject
      of an ERISA-Qualifying Underwriting and is rated at least investment grade
      at
      the time of its acquisition; (c) if the ERISA-Restricted Certificate has
      been the subject of an ERISA-Qualifying Underwriting, is an insurance company
      which is purchasing such Certificates with funds contained in an “insurance
      company general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
      holding of such Certificates are covered under Section I and III of PTCE 95-60;
      or (d) shall deliver to the Securities Administrator and the Depositor an
      opinion of counsel (a “Benefit Plan Opinion”) satisfactory to the Securities
      Administrator, and upon which the Securities Administrator and the Depositor
      shall be entitled to rely, to the effect that the purchase or holding of such
      Certificate by the Transferee will not constitute or result in a non-exempt
      prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
      and will not subject the Trustee, the Delaware Trustee, the Master Servicer,
      the
      Servicer, the Securities Administrator or the Depositor to any obligation in
      addition to those undertaken by such entities in the Pooling and Servicing
      Agreement or to any liability, which opinion of counsel shall not be an expense
      of the Securities Administrator or the Depositor.

     


    
      
         

      

      
        B-4-3

        
          

        

      

      
         

      

    


    


     

    3. The
      Transferee hereby acknowledges that under the terms of the Pooling and Servicing
      Agreement dated as of March 1, 2007 among HMB Acceptance Corp., as Depositor,
      HomeBanc Mortgage Corporation, as Seller and Servicer, Wells Fargo Bank, N.A.,
      as Master Servicer and Securities Administrator, Wilmington Trust Company,
      as
      Delaware Trustee, and U.S. Bank National Association, as Trustee, no transfer
      of
      the ERISA-Restricted Certificates shall be permitted to be made to any person
      unless the Depositor and Securities Administrator have received a certificate
      from such transferee in the form hereof.

     

    IN
      WITNESS WHEREOF, the Transferee has executed this certificate.

     

    


     

    _________________________________

    [Transferee]

     

    By:______________________________

    Name:

    Title:

    


     


    
      
         

      

      
        B-4-4

        
          

        

      

      
         

      

    



    EXHIBIT
      B-5

    


    RESIDUAL
      TRANSFER AFFIDAVIT

     

    ______________________

    Date                

     

    
      	 	
              Re:

            	
              HomeBanc
                Mortgage Trust 2007-1,

            


    

    Mortgage
      Pass-Through Certificates

     

    This
      letter is delivered to you in connection with the sale by______________(the
      “Seller”) to ___________(the “Purchaser”) of _______% Percentage Interest of
      HomeBanc Mortgage Trust 2007-1 Mortgage Pass-Through Certificates, Class R
      (the
“Certificate”), pursuant to Section 6.02(c)(ii) of the Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”) dated as of March 1, 2007,
      among HMB Acceptance Corp., as depositor (the “Depositor”), HomeBanc Mortgage
      Corporation (“HBMC”), as seller and as servicer, Wells Fargo Bank, N.A., as
      master servicer (in such capacity, the “Master Servicer”) and as securities
      administrator (in such capacity, the “Securities Administrator”), Wilmington
      Trust Company, as Delaware trustee (the “Delaware Trustee”), and U.S. Bank
      National Association, as trustee (the “Trustee”). All terms used herein and not
      otherwise defined shall have the meanings set forth in the Pooling and Servicing
      Agreement. The Seller hereby certifies, represents and warrants to, and
      covenants with the Depositor, HBMC, the Master Servicer, the Securities
      Administrator, the Trustee and the Delaware Trustee that:

     

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

     

    2. The
      Seller understands that the Purchaser has delivered to the Trustee, the Master
      Servicer, the Master Servicer and the Depositor a transferee affidavit and
      agreement in the form attached to the Pooling and Servicing Agreement as Exhibit
      B-6. The Seller does not know or believe that any representation contained
      therein is false.

     

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

     

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

     


    
      
         

      

      
        B-5-1

        
          

        

      

      
         

      

    


    


     

    5. At
      the
      time of this transfer (I) the Seller has conducted a reasonable investigation
      of
      the financial condition of the Purchaser and, as a result of the investigation,
      found that the Purchaser has historically paid its debts as they came due,
      and
      found no significant evidence to indicate that the Purchaser will not continue
      to pay its debts as they come due in the future, (II) the Purchaser represents
      that it will not cause income from the Certificates to be attributable to a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of the Purchaser or another U.S. Person and (III)
      either (A) the Seller both (1) has determined all of the following: (i) at
      the
      time of the transfer, and at the close of each of the Purchaser’s two fiscal
      years preceding the year of transfer, the Purchaser’s gross assets for financial
      reporting purposes exceed $100 million and its net assets for such purposes
      exceed $10 million (disregarding, for purposes of determining gross or net
      assets, the obligation of any person related to the Purchaser within the meaning
      of section 860L(g) of the Code or any other asset if a principal purpose for
      holding or acquiring that asset is to permit the Purchaser to satisfy this
      minimum gross asset or net asset requirement), (ii) the Purchaser is a domestic
      C corporation for United States federal income tax purposes that is not for
      such
      purposes an exempt corporation, a regulated investment company, a real estate
      investment trust, a REMIC, or a cooperative organization to which part I of
      subchapter T of the Code applies, (iii) there are no facts or circumstances
      on
      or before the date of transfer (or anticipated) which would reasonably indicate
      that the taxes associated with the Certificates will not be paid, (iv) the
      Purchaser is not a foreign branch of a domestic corporation, and (v) the
      transfer does not involve a transfer or assignment to a foreign branch of a
      domestic corporation (or any other arrangement by which any Certificate is
      at
      any time subject to net tax by a foreign country or U.S. possession) and the
      Purchaser will not hereafter engage in any such transfer or assignment (or
      any
      such arrangement), and (2) does not know or have reason to know that the
      Purchaser will not honor the restrictions on subsequent transfers of any Class
      R
      Certificate described in paragraph 12 of the Transferee’s Transfer Affidavit, or
      (B) the Seller has determined that the present value of the anticipated tax
      liabilities associated with the holding of the Certificates does not exceed
      the
      sum of (1) the present value of any consideration given to the Purchaser to
      acquire the Certificates, (2) the present value of the expected future
      distributions on the Certificates, and (3) the present value of the anticipated
      tax savings associated with holding the Certificates as the REMIC generates
      losses (having made such determination by (I) assuming that the Purchaser pays
      tax at a rate equal to the highest rate of tax specified in Section 11(b)(1)
      of
      the Code (provided that, if the Purchaser has been subject to the alternative
      minimum tax under Section 55 of the Code in the preceding two years and will
      compute its taxable income in the current taxable year using the alternative
      minimum tax rate, then the Purchaser may use the tax rate specified in Section
      55(b)(1)(B) of the Code), and (II) utilizing a discount rate for present
      valuation purposes equal to the Federal short-term rate prescribed by Section
      1274(d) of the Code.

     

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

     


    
      
         

      

      
        B-5-2

        
          

        

      

      
         

      

    


    


     

    The
      Seller understands that the transfer of the Certificates may not be respected
      for United States income tax purposes (and the Seller may continue to be liable
      for United States income taxes associated therewith) unless there is compliance
      with the standards of paragraph 5 above as to any transfer.

     

    We
      agree
      to indemnify the Depositor, HBMC, the Securities Administrator, the Master
      Servicer, the Trustee and the Delaware Trustee against any liability that may
      result if we sell or transfer a Residual Certificate to a purchaser or
      transferee who does not comply with any conditions for transfer set forth in
      the
      Pooling and Servicing Agreement.

     

    Very
      truly yours,

     

    _______________________________

    Name:

    Title:

    


     


    
      
         

      

      
        B-5-3

        
          

        

      

      
         

      

    



    EXHIBIT
      B-6

    


    RESIDUAL
      TRANSFEREE AFFIDAVIT

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )         ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

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

     

    
      	 	
              1.

            	
              That
                he [she] is [title of officer] ________________________ of [name
                of
                Purchaser] _________________________________________ (the “Purchaser”), a
                _______________________ [description of type of entity] duly organized
                and
                existing under the laws of the [State of __________] [United States],
                on
                behalf of which he [she] makes this
                affidavit.

            


    

     

    
      	 	
              2.

            	
              That
                the Purchaser’s Taxpayer Identification Number is
                [           ].

            


    

     

    
      	 	
              3.

            	
              That
                the Purchaser is not a “disqualified organization” within the meaning of
                Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”) and will not be a “disqualified organization” as of [date of
                transfer], and that the Purchaser is not acquiring a Residual Certificate
                (as defined in the Agreement) for the account of, or as agent (including
                a
                broker, nominee, or other middleman) for, any person or entity from
                which
                it has not received an affidavit substantially in the form of this
                affidavit. For these purposes, a “disqualified organization” means the
                United States, any state or political subdivision thereof, any foreign
                government, any international organization, any agency or instrumentality
                of any of the foregoing (other than an instrumentality if all of
                its
                activities are subject to tax and a majority of its board of directors
                is
                not selected by such governmental entity), any cooperative organization
                furnishing electric energy or providing telephone service to persons
                in
                rural areas as described in Code Section 1381(a)(2)(C), any “electing
                large partnership” within the meaning of Section 775 of the Code, or any
                organization (other than a farmers’ cooperative described in Code Section
                521) that is exempt from federal income tax unless such organization
                is
                subject to the tax on unrelated business income imposed by Code Section
                511.

            


    

     

    
      	 	
              4.

            	
              The
                Purchaser either (a) is not, and on ___________ [date of transfer]
                will
                not be, an employee benefit plan or other retirement arrangement
                subject
                to Section 406 of the Employee Retirement Income Security Act of
                1974, as
                amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986,
                as amended (the “Code”), (collectively, a “Plan”) or a person acting on
                behalf of any such Plan or investing the assets of any such Plan
                to
                acquire a Residual Certificate; (b) if a Residual Certificate has
                been the subject of an ERISA-Qualifying Underwriting, is an insurance
                company that is purchasing the Certificate with funds contained in
                an
                “insurance company general account” as defined in Section V(e) of
                Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase and
                holding of a Residual Certificate are covered under Sections I and
                III of
                PTCE 95-60; or (c) herewith delivers to the Trustee an opinion of
                counsel satisfactory to the Trustee, to the effect that the purchase
                or
                holding of such Residual Certificate by the Investor will not constitute
                or result in any non-exempt prohibited transactions under Section
                406 of
                ERISA or Section 4975 of the Code and will not subject the Trustee,
                the
                Delaware Trustee, the Master Servicer, the Securities Administrator,
                HBMC
                or the Depositor to any obligation in addition to those undertaken
                by such
                entities in the Pooling and Servicing Agreement, which opinion of
                counsel
                shall not be an expense of the Trust Fund or the above
                parties.

            


    

     


    
      
         

      

      
        B-6-1

        
          

        

      

      
         

      

    


    


     

    
      	 	
              5.

            	
              That
                the Purchaser hereby acknowledges that under the terms of the Pooling
                and Servicing Agreement dated as of March 1, 2007 (the “Pooling and
                Servicing Agreement”), by and among HMB Acceptance Corp., as Depositor,
                HomeBanc Mortgage Corporation, as seller and as servicer, Wells Fargo
                Bank, N.A., as Master Servicer and as Securities Administrator, Wilmington
                Trust Company, as Delaware Trustee, and U.S. Bank National Association,
                as
                Trustee, with respect to HomeBanc Mortgage Trust 2007-1 Mortgage
                Pass-Through Certificates,
                no transfer of the Residual Certificates shall be permitted to be
                made to
                any person unless the Securities Administrator has received a certificate
                from such transferee containing the representations in paragraphs
                3 and 4
                hereof.

            


    

     

    
      	 	
              6.

            	
              That
                the Purchaser does not hold REMIC residual securities as nominee
                to
                facilitate the clearance and settlement of such securities through
                electronic book-entry changes in accounts of participating organizations
                (such entity, a “Book-Entry
                Nominee”).

            


    

     

    
      	 	
              7.

            	
              That
                the Purchaser does not have the intention to impede the assessment
                or
                collection of any federal, state or local taxes legally required
                to be
                paid with respect to such Residual
                Certificate.

            


    

     

    
      	 	
              8.

            	
              That
                the Purchaser will not transfer a Residual Certificate to any person
                or
                entity (i) as to which the Purchaser has actual knowledge that the
                requirements set forth in paragraph 3, paragraph 6 or paragraph 10
                hereof
                are not satisfied or that the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in paragraph 7 hereof, and (ii)
                without
                obtaining from the prospective Purchaser an affidavit substantially
                in
                this form and providing to the Trustee a written statement substantially
                in the form of Exhibit B-6 to the
                Agreement.

            


    

     

    
      	 	
              9.

            	
              That
                the Purchaser understands that, as the holder of a Residual Certificate,
                the Purchaser may incur tax liabilities in excess of any cash flows
                generated by the interest and that it intends to pay taxes associated
                with
                holding such Residual Certificate as they become
                due.

            


    

     

    
      	 	
              10.

            	
              That
                (I) the Purchaser (i) is not a Non-U.S. Person, (ii) is a Non-U.S.
                Person
                that holds a Residual Certificate in connection with the conduct
                of a
                trade or business within the United States and has furnished the
                transferor and the Securities Administrator with an effective Internal
                Revenue Service Form W-8ECI
                (Certificate of Foreign Person’s Claim for Exemption From Withholding on
                Income Effectively Connected With the Conduct of a Trade or Business
                in
                the United States)
                or successor form at the time and in the manner required by the Code
                or
                (iii) is a Non-U.S. Person that has delivered to the transferor,
                the
                Securities Administrator an opinion of a nationally recognized tax
                counsel
                to the effect that the transfer of such Residual Certificate to it
                is in
                accordance with the requirements of the Code and the regulations
                promulgated thereunder and that such transfer of a Residual Certificate
                will not be disregarded for federal income tax purposes and (II)
                if
                Purchaser is a partnership for U.S. federal income tax purposes,
                each
                person or entity that holds an interest (directly, or indirectly
                through a
                pass-through entity) is a person or entity described in (I). “Non-U.S.
                Person” means any person other than a “United States person” within the
                meaning of Section 7701(a)(30) of the
                Code.

            


    

     


    
      
         

      

      
        B-6-2

        
          

        

      

      
         

      

    


    


     

    
      	 	
              11.

            	
              The
                Purchaser will not cause income from the Residual Certificate to
                be
                attributable to a foreign permanent establishment or fixed base of
                the
                Purchaser or another U.S. taxpayer.

            


    

     

    
      	 	
              12.

            	
              The
                Purchaser will, in connection with any transfer that it makes of
                the Class
                R Certificates, deliver to the Certificate Registrar a representation
                letter substantially in the form of Exhibit B-5 to the Pooling and
                Servicing Agreement. [The Purchaser hereby agrees that it will not
                make
                any transfer of any Class R Certificate unless (i) the transfer is
                to an
                entity which is a domestic C corporation (other than an exempt
                corporation, a regulated investment company, a real estate investment
                trust, a REMIC, or a cooperative organization to which part I of
                Subchapter T of the Code applies) for federal income tax purposes,
                and
                (ii) the transfer is in compliance with the conditions set forth
                in
                paragraph 5 of Exhibit B-6 of the Pooling and Servicing
                Agreement.]*

            


    

     

    
      	 	
              [13.

            	
              The
                Purchaser hereby represents to and for the benefit of the transferor
                that
                (i) at the time of the transfer, and at the close of each of the
                Purchaser’s two fiscal years preceding the year of transfer, the
                Purchaser’s gross assets for financial reporting purposes exceed $100
                million and its net assets for such purposes exceed $10 million
                (disregarding, for purposes of determining gross or net assets, the
                obligation of any person related to the Purchaser within the meaning
                of
                section 860L(g) of the Code or any other asset if a principal purpose
                for
                holding or acquiring that asset is to permit the Purchaser to satisfy
                this
                minimum gross asset or net asset requirement), (ii) the Purchaser
                is a
                domestic C corporation for United States federal income tax purposes
                that
                is not for such purposes an exempt corporation, a regulated investment
                company, a real estate investment trust, a REMIC, or a cooperative
                organization to which part I of subchapter T of the Code applies,
                (iii)
                there are no facts or circumstances on or before the date of transfer
                (or
                anticipated) which would reasonably indicate that the taxes associated
                with the Class R Certificate will not be paid, and (iv) the Purchaser
                is
                not a foreign branch of a domestic corporation, the transfer does
                not
                involve a transfer or assignment to a foreign branch of a domestic
                corporation (or any other arrangement by which any Class R Certificate
                is
                at any time subject to net tax by a foreign country or U.S. possession),
                and the Purchaser will not hereafter engage in any such transfer
                or
                assignment (or any such
                arrangement).]*

            


    

     

    
      	*	
              Bracketed
                text to be included if the Purchaser is relying on the transferee’s
                compliance with the “Asset Test Safe Harbor” rather than the “Formula Test
                Safe Harbor.”

            


    

     


    
      
         

      

      
        B-6-3

        
          

        

      

      
         

      

    


    


     

    
      	 	
              14.

            	
              That
                the Purchaser agrees to such amendments of the Pooling and Servicing
                Agreement as may be required to further effectuate the restrictions
                on
                transfer of any Residual Certificate to such a “disqualified
                organization,” an agent thereof, a Book-Entry Nominee, or a person that
                does not satisfy the requirements of paragraph 7 and paragraph 10
                hereof.

            


    

     

    
      	 	
              15.

            	
              That
                the Purchaser consents to the designation of the Securities Administrator
                to act as agent for the “tax matters person” of each REMIC created by the
                Trust Fund pursuant to the Pooling and Servicing
                Agreement.

            


    

     

    We
      agree
      to indemnify the Depositor, HBMC, the Securities Administrator, the Master
      Servicer, the Trustee and the Delaware Trustee against any liability that may
      result if we sell or transfer a Residual Certificate to a purchaser or
      transferee who does not comply with any conditions for transfer set forth in
      the
      Pooling and Servicing Agreement.

     

    


     


    
      
         

      

      
        B-6-4

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________ 20__.

     

    _________________________________

    [name
      of Purchaser]

     

    By:______________________________

    Name:
      

    Title:
      

     

    Personally
      appeared before me the above-named [name of officer] ________________, known
      or
      proved to me to be the same person who executed the foregoing instrument and
      to
      be the [title of officer] _________________ of the Purchaser, 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 Purchaser.

     

    Subscribed
      and sworn before me this _____ day of __________ 20__.

     

    NOTARY
      PUBLIC

     

    ______________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF______________________

     

    My
      commission expires the _____ day of __________ 20__.

     

    


     


    
      
         

      

      
        B-6-5

        
          

        

      

      
         

      

    



    EXHIBIT
      C

     

    CUSTODIAL
      ACCOUNT LETTER AGREEMENT

     

    ______________
      __, ____            

    


    
      	
              To:

            	
              ____________________________

            
	 	 
	 	
              ____________________________

            
	 	 
	 	
              ____________________________

            
	 	
              (the
                “Depository”)

            


    

    


    


    As
      Servicer under the Pooling and Servicing Agreement dated as of March 1, 2007,
      by
      and among HMB Acceptance Corporation, as Depositor, U.S. Bank National
      Association, as Trustee, Wells Fargo Bank, N.A., as Securities Administrator
      and
      Master Servicer, HomeBanc Mortgage Corporation, as Seller and Servicer, and
      Wilmington Trust Company, as Delaware Trustee (the “Pooling and Servicing
      Agreement”), we hereby authorize and request you to establish an account, as a
      Custodial Account pursuant to Section 4.02(d) of the Pooling and Servicing
      Agreement, designated as “HomeBanc Mortgage Corporation in trust for U.S. Bank
      National Association, as Trustee for the HomeBanc Mortgage Trust 2007-1.” All
      deposits in the account shall be subject to withdrawal therefrom by order signed
      by the Servicer. This letter is submitted to you in duplicate. Please execute
      and return one original to us.

     

     

    HOMEBANC
      MORTGAGE CORPORATION
Servicer

     

    By:
      ___________________________________
Name:
      ______________________________
Title:
      _______________________________
Date:
      _______________________________


    
      
         

      

      
        C-1

        
          

        

      

      
         

      

    


    The
      undersigned, as Depository, hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      Depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. 

     

     

    ________________________________________

                                      
      Depository

    
       

      By:
        ___________________________________
Name:
        
Title:
        
Date:
        

    

    


    


     

    



    
      
         

      

      
        C-2

        
          

        

      

      
         

      

    



     

    EXHIBIT
      D

     

    ESCROW
      ACCOUNT LETTER AGREEMENT

     

    ______________
      ___, ____                

    
      


      
        	
                To:

              	
                ____________________________

              
	 	 
	 	
                ____________________________

              
	 	 
	 	
                ____________________________

              
	 	
                (the
                  “Depository”)

              


      

       

    

    


    As
      Servicer under the Pooling and Servicing Agreement dated as of March 1, 2007,
      by
      and among HMB Acceptance Corp., as Depositor, U.S. Bank National Association,
      as
      Trustee, Wells Fargo Bank, N.A., as Securities Administrator and Master
      Servicer, HomeBanc Mortgage Corporation, as Seller and Servicer, and Wilmington
      Trust Company, as Delaware Trustee (the “Pooling and Servicing Agreement”), we
      hereby authorize and request you to establish an account, as an Escrow Account
      pursuant to Section 4.02(f) of the Pooling and Servicing Agreement, designated
      as “HomeBanc Mortgage Corporation in trust for U.S. Bank National Association,
      as Trustee for the HomeBanc Mortgage Trust 2007-1.” All deposits in the account
      shall be subject to withdrawal therefrom by order signed by the Servicer. This
      letter is submitted to you in duplicate. Please execute and return one original
      to us.

     

     

    HOMEBANC
      MORTGAGE CORPORATION
Servicer

     

    By:
      _____________________________________

    Name:
      ______________________________

    


    



    
      
         

      

      
        D-1

        
          

        

      

      
         

      

    


    The
      undersigned, as Depository, hereby certifies that the above described account
      has been established under Account Number ______, at the office of the
      Depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. 

     

    


    
       

      ______________________________________

                                        
        Depository

      
         

        By:
          ___________________________________
Name:
          _____________________________


      

    

    


     

    


     

    


    



    
      
         

      

      
        D-2

        
          

        

      

      
         

      

    



    EXHIBIT
      E

     

    


    Exhibit
      : Standard
      File Layout - Delinquency Reporting

    


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

    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

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

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

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

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

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

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

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

            	 	
               

            
	
              POST_PETITION_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

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

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

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

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
         

      

      
        E-1

        
          

        

      

      
         

      

    

     

    
      	
              OFFER_DATE_TIME

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

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

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

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

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

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

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

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

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

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

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

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

    
      	
              MOTION_FOR_RELIEF_DATE

            	
              The
                date the Motion for Relief was filed

            	
              10

            	
              MM/DD/YYYY

            
	
              FRCLSR_BID_AMT

            	
              The
                foreclosure sale bid amount

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
         

      

      
        E-2

        
          

        

      

      
         

      

    

     

    
      	
              FRCLSR_SALE_TYPE

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

            	
               

            	
               

            
	
              REO_PROCEEDS

            	
              The
                net proceeds from the sale of the REO property. 

            	
               

            	
              No
                commas(,) or dollar signs ($)

            
	
              BPO_DATE

            	
              The
                date the BPO was done.

            	
               

            	
               

            
	
              CURRENT_FICO

            	
              The
                current FICO score

            	
               

            	
               

            
	
              HAZARD_CLAIM_FILED_DATE

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

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_AMT

            	
              The
                amount of the Hazard Insurance Claim filed.

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            
	
              HAZARD_CLAIM_PAID_DATE

            	
              The
                date the Hazard Insurance Company disbursed the claim
                payment.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_PAID_AMT

            	
              The
                amount the Hazard Insurance Company paid on the claim.

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            
	
              ACTION_CODE

            	
              Indicates
                loan status

            	 	
              Number

            
	
              NOD_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              NOI_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_
                PLAN_END_DATE

            	
               

            	
               

            	
               

            
	
              ACTUAL_REO_START_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              REO_SALES_PRICE

            	
               

            	
               

            	
              Number

            
	
              REALIZED_LOSS/GAIN

            	
              As
                defined in the Servicing Agreement

            	
               

            	
              Number

            


    

     

    Exhibit
      2: Standard File Codes - Delinquency
      Reporting

     

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

    
      	 	
              ·

            	
              ASUM-

            	
              Approved
                Assumption

            
	 	
              ·

            	
              BAP-

            	
              Borrower
                Assistance Program

            
	 	
              ·

            	
              CO-

            	
              Charge
                Off

            
	 	
              ·

            	
              DIL-

            	
              Deed-in-Lieu

            
	 	
              ·

            	
              FFA-

            	
              Formal
                Forbearance Agreement

            
	 	
              ·

            	
              MOD-

            	
              Loan
                Modification

            
	 	
              ·

            	
              PRE-

            	
              Pre-Sale

            
	 	
              ·

            	
              SS-

            	
              Short
                Sale

            
	 	
              ·

            	
              MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

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

     

    
      
         

      

      
        E-3

        
          

        

      

      
         

      

    

    


     

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

    
      	 	
              ·

            	
              Mortgagor

            


    

    
      	 	
              ·

            	
              Tenant

            


    

    
      	 	
              ·

            	
              Unknown
                

            


    

    
      	 	
              ·

            	
              Vacant

            


    

     

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


    
      	 	
              ·

            	
              Damaged

            


    

    
      	 	
              ·

            	
              Excellent

            


    

    
      	 	
              ·

            	
              Fair

            


    

    
      	 	
              ·

            	
              Gone

            


    

    
      	 	
              ·

            	
              Good

            


    

    
      	 	
              ·

            	
              Poor

            


    

    
      	 	
              ·

            	
              Special
                Hazard

            


    

    
      	 	
              ·

            	
              Unknown

            


    


    
      
         

      

      
        E-4

        
          

        

      

      
         

      

    


     

    


    Exhibit
      2: Standard File Codes - Delinquency Reporting,
Continued

     

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

    


    
      	
              Delinquency
                

              Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
         

      

      
        E-5

        
          

        

      

      
         

      

    


    


    Exhibit
      2: Standard File Codes - Delinquency Reporting,
Continued

     

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

     

    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    


     

     


    
      
         

      

      
        E-6

        
          

        

      

      
         

      

    


    


    
      	 	
              Standard
                Loan Level File Layout - Master Servicing

            	
               

            	
               

            	
               

            
	 	 	
               

            	
               

            	
               

            
	
              Exhibit
                1: 
                Layout

            	 	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              Each
                file requires the following fields:

            	
               

            	
               

            	
               

            
	
              SER_INVESTOR_NBR

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

            	
               

            	
              Text
                up to 20 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

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

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SCHED_PAY_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

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

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

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

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    


    
      
         

      

      
        E-7

        
          

        

      

      
         

      

    


    


    
      	 	 	 	 	 
	
              Exhibit
                1: Continued

            	
              Standard
                Loan Level File Layout 

            	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
               Max
                Size

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
               

              ACTION_CODE

            	
               

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

            	
               

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

            	
              2

            
	
              INT_ADJ_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              Plus
                the following applicable fields:

            	
               

            	
               

            	
               

            
	
              SCHED_BEG_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

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

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    


    
      
         

      

      
        E-8

        
          

        

      

      
         

      

    


    


    
      	 	 	 	 	 
	
              Exhibit
                1: Continued

            	
              Standard
                Loan Level File Layout 

            	
               

            	
               

            	
               

            
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

              BREACH_FLAG

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

            	 	
              Y=Breach

              N=NO
                Breach

              Let
                blank if N/A

            	
              1

            


    

    



    
      
         

      

      
        E-9

        
          

        

      

      
         

      

    


    


    

    
      
         

      

      
        E-10

        
          

        

      

      
         

      

    

    


    

    



    
      
         

      

      
        E-11

        
          

        

      

      
         

      

    


    PART
      III: Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    


    (a) The
      numbers on the form correspond with the numbers listed below.


     

    Liquidation
      and Acquisition Expenses: 

    1.
      The
      Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required. 

     

    2.
      The
      Total Interest Due less the aggregate amount of servicing fee that would have
      been earned if all delinquent payments had been made as agreed. For
      documentation, an Amortization Schedule from date of default through liquidation
      breaking out the net interest and servicing fees advanced is required.


    3.
      Accrued Servicing Fees based upon the Scheduled Principal Balance of the
      Mortgage Loan as calculated on a monthly basis. For documentation, an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required. 

     

    4-12.
      Complete as applicable. All line entries must be supported by copies of
      appropriate statements, vouchers, receipts, bills, canceled checks, etc., to
      document the expense. Entries not properly documented will not be reimbursed
      to
      the Servicer. 

     

    13.
      The
      total of lines 1 through 12. 

     

    (b) Credits:
      

     

    14-21.
      Complete as applicable. All line entries must be supported by copies of the
      appropriate claims forms, EOBs, HUD-1 and/or other proceeds verification,
      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 20.
      

     

    22.
      The
      total of lines 14 through 21. 

    


    Please
      note: For HUD/VA loans, use line (15) for Part A/Initial proceeds and line
      (16)
      for Part B/Supplemental proceeds. 

    


    


    
      
         

      

      
        E-12

        
          

        

      

      
         

      

    

    (c) Total
      Realized Loss (or Amount of Any Gain) 

     

    23.
      The
      total derived from subtracting line 22 from 13. If the amount represents a
      realized gain, show the amount in parenthesis ( ).

    



    
      
         

      

      
        E-13

        
          

        

      

      
         

      

    


     

    PART
      IIIA: Calculation
      of Realized Loss/Gain Form 332

     

     

    WELLS
      FARGO BANK, N.A. 

    CALCULATION
      OF REALIZED LOSS/GAIN 

     

    Prepared
      by: __________________ Date: _______________ 

    Phone:
      ______________________ Email Address:_____________________ 

     

    
      	 	 	 	 	 
	
              Servicer
                Loan No. 

               

            	
               

            	
              Servicer
                Name 

            	
               

            	
              Servicer
                Address 

            


    

     

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

    Borrower's
      Name:________________________________________________________ 

    Property
      Address:________________________________________________________________


    Liquidation
      and Acquisition Expenses: 

    (1)
      Actual
      Unpaid Principal Balance of Mortgage Loan $ ______________ (1)
      

    (2)
      Interest
      accrued at Net Rate ________________ (2) 

    (3)
      Accrued
      Servicing Fees ________________ (3) 

    (4)
      Attorney's Fees ________________ (4)
      

    (5)
      Taxes
      ________________ (5) 

    (6)
      Property
      Maintenance ________________ (6) 

    (7)
      MI/Hazard Insurance Premiums ________________ (7) 

    (8)
      Utility
      Expenses ________________ (8) 

    (9)
      Appraisal/BPO ________________ (9)
      

    (10)
      Property
      Inspections ________________ (10) 

    (11)
      FC
      Costs/Other Legal Expenses ________________ (11) 

    (12)
      Other
      (itemize) $________________ (12) 

     
       Cash for Keys__________________________ ________________ 

      
      HOA/Condo Fees_______________________ ________________ 

      
      ______________________________________ ________________ 

      
      _____________________________________ ________________ 

     
       Total
      Expenses
      $
      _______________ (13) 

    Credits:
      

    (14)
      Escrow
      Balance $ _______________ (14) 

    (15)
      HIP
      Refund ________________ (15) 

    (16)
      Rental
      Receipts ________________ (16) 

    (17)
      Hazard
      Loss Proceeds ________________ (17) 

    (18)
      Primary
      Mortgage Insurance Proceeds ________________ (18) 

    (19)
      Pool
      Insurance Proceeds ________________ (19) 

    
      
         

      

      
        E-14

        
          

        

      

      
         

      

    

    (20)
      Proceeds
      from Sale of Acquired Property ________________ (20) 

    (21)
      Other
      (itemize) ________________ (21) 

    _________________________________________
      _________________ 

    _________________________________________
      _________________ 

     Total
      Credits
      $________________ (22) 

     

    Total
      Realized Loss (or Amount of Gain)
      $________________ (23) 

    


    


    



    
      
         

      

      
        E-15

        
          

        

      

      
         

      

    



     

    EXHIBIT
      F

     

    RELEVANT
      SERVICING CRITERIA

    


    The
      assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
      Fargo”), in its capacities as Master Servicer and Securities Administrator, and
      HomeBanc Mortgage Corporation (“Home Banc”), in its capacity as Servicer, shall
      address, at a minimum, the criteria identified as below as “Applicable Servicing
      Criteria”:

     

    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Wells
                Fargo

            	
              Applicable

              Servicing

              Criteria
                for 

              HomeBanc

            
	
              Reference

            	
              Criteria

            	 	 
	 	
              General
                Servicing Considerations

            	 	 
	 	 	 	 
	
              1122(d)(1)(i)

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

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

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

            	
              X

            	
              X

            
	
              1122(d)(1)(iii)

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

            	
              N/A

            	
              N/A

            
	
              1122(d)(1)(iv)

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

            	
              X

            	
              X

            
	 	
              Cash
                Collection and Administration

            	 	 
	
              1122(d)(2)(i)

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

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

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

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

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

            	
              X

            	
              X

            
	
              1122(d)(2)(iv)

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

            	
              X

            	
              X

            
	 	 	 	 


    

     

    
      
         

      

      
        F-1

        
          

        

      

      
         

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Wells
                Fargo

            	
              Applicable

              Servicing

              Criteria
                for 

              HomeBanc

            
	
              Reference

            	
              Criteria

            	 	 
	
              1122(d)(2)(v)

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

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	
              X

            
	
              1122(d)(2)(vii)

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

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

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

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

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

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

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

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

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

            	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
               

              X
                (other than with respect to documents maintained by the
                Custodian)

            


    

     

    
      
         

      

      
        F-2

        
          

        

      

      
         

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Wells
                Fargo

            	
              Applicable

              Servicing

              Criteria
                for 

              HomeBanc

            
	
              Reference

            	
              Criteria

            	 	 
	
              1122(d)(4)(ii)

            	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 	
               

              X
                (other than with respect to documents maintained by the
                Custodian)

            
	
              1122(d)(4)(iii)

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

            	 	
              X

            
	
              1122(d)(4)(iv)

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

            	 	
              X

            
	
              1122(d)(4)(v)

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

            	 	
              X

            
	
              1122(d)(4)(vi)

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

            	 	
              X

            
	
              1122(d)(4)(vii)

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

            	 	
              X

            
	
              1122(d)(4)(viii)

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

            	 	
              X

            
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	
              X

            


    

     

    
      
         

      

      
        F-3

        
          

        

      

      
         

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria
                for 

              Wells
                Fargo

            	
              Applicable

              Servicing

              Criteria
                for 

              HomeBanc

            
	
              Reference

            	
              Criteria

            	 	 
	
              1122(d)(4)(x)

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

            	 	
              X

            
	
              1122(d)(4)(xi)

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

            	 	
              X

            
	
              1122(d)(4)(xii)

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

            	 	
              X

            
	
              1122(d)(4)(xiii)

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

            	 	
              X

            
	
              1122(d)(4)(xiv)

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

            	
              X

            	
              X

            
	
              1122(d)(4)(xv)

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

            	
              N/A

            	
              N/A

            
	 	 	 	 


    

     

    



    
      
         

      

      
        F-4

        
          

        

      

      
         

      

    



    EXHIBIT
      G

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    
      	 	
              Re:

            	
              The
                pooling and servicing agreement dated as of March 1, 2007 (the
                “Agreement”), among HMB Acceptance Corp., as depositor (the “Depositor”),
                HomeBanc Mortgage Corporation, as seller and as servicer, Wells Fargo
                Bank, N.A., as master servicer (in such capacity, the “Master Servicer”),
                and as securities administrator, U.S. Bank National Association,
                as
                trustee, and Wilmington Trust Company, as Delaware
                trustee.

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Master Servicer, and its officers, with
      the knowledge and intent that it will rely upon this certification,
      that:

     

    


    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’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 Company
      during 200[ ] that were delivered by the Company to the Master Servicer pursuant
      to the Agreement (collectively, the “Company Servicing
      Information”);

     

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

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Master
      Servicer;

     

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

     


    
      
         

      

      
        G-1

        
          

        

      

      
         

      

    


    


     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to 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.

     

     

    


     

    Date: _________________________

     

    By:
      ________________________________

    Name:
      

    Title:

    



    
      
         

      

      
        G-2

        
          

        

      

      
         

      

    



    EXHIBIT
      H

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the distribution date statement

            	
              Servicer

              Master
                Servicer

              Securities
                Administrator

            
	
              Any
                information required by 1121 which is NOT included on the distribution
                date statement

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust)

            	
              Master
                Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            


    

     

    
      
         

      

      
        H-1

        
          

        

      

      
         

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

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

               

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

            	
              Securities
                Administrator

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Not
                Applicable

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Not
                Applicable

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

            	
              Not
                Applicable 

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Not
                Applicable

            
	
              ▪
                Determining current significance percentage

            	
              Not
                Applicable

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

            	
              Not
                Applicable 

            


    

     

    
      
         

      

      
        H-2

        
          

        

      

      
         

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

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

            	 
	
              Item
                8: Other Information

               

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

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

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

     

    



    
      
         

      

      
        H-3

        
          

        

      

      
         

      

    



    EXHIBIT
      I

     

    ADDITIONAL
      FORM 10-K DISCLOSURE

    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Securities
                Administrator

              Depositor

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

            	 
	
              Significant
                Obligor Financial Information*

            	
              Not
                Applicable

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

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Not
                Applicable

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

            	
              Not
                Applicable 

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

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

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Not
                Applicable

            
	
              ▪
                Determining current significance percentage

            	
              Not
                Applicable

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

            	
              Not
                Applicable

            
	
              *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.

            	 


    

     

    
      
         

      

      
        I-1

        
          

        

      

      
         

      

    

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Reg
                AB Item 1117: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust)

            	
              Delaware
                Trustee, Master Servicer, Securities Administrator and
                Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicer

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

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

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

            	
              Depositor
                as to (a) 

              Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Seller

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Seller

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Seller

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Seller

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

            	
              Depositor/Seller

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

            	
              Depositor
                as to (a) 

              Seller
                as to (a)

            


    

     

    
      
         

      

      
        I-2

        
          

        

      

      
         

      

    

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Seller

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Not
                Applicable

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Not
                Applicable

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Not
                Applicable

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

            	
              Depositor/Seller

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

            	
              Depositor
                as to (a) 

              Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Seller

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Not
                Applicable

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Not
                Applicable

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Not
                Applicable

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

            	
              Depositor/
                Seller

            


    

     

    



    
      
         

      

      
        I-3

        
          

        

      

      
         

      

    



    EXHIBIT
      J

     

    FORM
      8-K DISCLOSURE


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

               

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

            	
              Depositor

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

            	
              Depositor

            
	
              Item
                1.03- Bankruptcy or Receivership

               

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

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Seller

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

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

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Delaware Trustee

            	
              Delaware
                Trustee

            


    

     

    
      
         

      

      
        J-1

        
          

        

      

      
         

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Not
                Applicable

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Not
                Applicable

            
	
              ▪
                Derivative Counterparty

            	
              Not
                Applicable

            
	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

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

            	
              Depositor

              Master
                Servicer

              Securities
                Administrator

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

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

            	
              Securities
                Administrator

              Depositor

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

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

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

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

            	
              Master
                Servicer/Securities Administrator/Depositor/

              Servicer/Trustee

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

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee
                (to the extent required by successor
                trustee)

            


    

     

    
      
         

      

      
        J-2

        
          

        

      

      
         

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

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

            	
              Not
                Applicable

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

            	
              Not
                Applicable

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

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

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              Depositor

            
	
              Item
                8.01- Other Events

               

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

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Depositor

            


    

    


    


    



    
      
         

      

      
        J-3

        
          

        

      

      
         

      

    



    EXHIBIT
      K

     

    FORM
      OF
      ADDITIONAL DISCLOSURE NOTIFICATION

     

    


     

    Wells
      Fargo Bank, N.A. as Securities Administrator 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

    


    Attn:
      Corporate Trust Services - HOMEBANC MORTGAGE TRUST 2007-2-SEC REPORT
      PROCESSING

    


    RE:
      **Additional Form [ ] Disclosure**Required

    


    Ladies
      and Gentlemen:

     

    In
      accordance with Section 3.19(a)(ii) of the Pooling and Servicing Agreement
      dated
      as of March 1, 2007 among HMB Acceptance Corp., as Depositor, HomeBanc Mortgage
      Corporation, as Seller and Servicer, Wells Fargo Bank, N.A., as Master Servicer
      and Securities Administrator, Wilmington Trust Company, as Delaware Trustee
      and
      U.S. Bank 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 [ ].

     

    Description
      of Additional Form [ ] Disclosure:

     

    


     

    List
      of
      Any Attachments hereto to be included in the Additional Form [ ]
      Disclosure:

     

    


     

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

     

    [NAME
      OF
      PARTY]

    as
      [role]

     

    By:
      __________________

    Name:

    Title:

     

    



    
      
         

      

      
        K-1

        
          

        

      

      
         

      

    



    EXHIBIT
      L

     

    SERVICING
      FEE SCHEDULE

     

    


     

    [To
      be
      retained in a separate file entitled “HomeBanc Mortgage Trust 2007-1 Servicing
      Fee Schedule” at the offices of the Servicer and the Master
      Servicer]

     


    
      
         

      

      
        L-1

        
          

        

      

      
         

      

    



    EXHIBIT
      M

     

    FORM
      OF
      CERTIFICATE OF TRUST

     

    This
      Certificate of Trust of HomeBanc
      Mortgage Trust 2007-1 (the “Trust”) is being duly executed and filed on behalf
      of the Trust by the undersigned, as trustees, to form a statutory trust under
      the Delaware Statutory Trust Act (12 Del.
      C.§
3801
      et seq.)
      (the
“Act”).

     

    1. Name.
      The
      name of the statutory trust formed by this Certificate of Trust is HomeBanc
      Mortgage Trust 2007-1.

    2. Delaware
      Trustee. The name and business address of the trustee of the Trust in the State
      of Delaware are Wilmington Trust Company, 1100 North Market Street, Wilmington,
      Delaware 19890-0001, Attn: Corporate Trust Administration

    3. Effective
      Date. This Certificate of Trust shall be effective upon filing.

    


    IN
      WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust
      in
      accordance with Section 3811(a)(1) of the Act.

     

    


    WILMINGTON
      TRUST COMPANY, not in

    its
      individual capacity but solely as Delaware trustee

    


    


    By:_______________________________

    Name:

    Title:

    


    


    U.S.
      BANK
      NATIONAL ASSOCIATION, not in

    its
      individual capacity but solely as trustee

     

     

    By:_______________________________

    Name:

    Title:

     


    
      
         

      

      
        M-1

        
          

        

      

      
         

      

    



    EXHIBIT
      N

     

    LIST
      OF
      TRANSACTION PARTIES

     

    


    Sponsor
      and Seller: HomeBanc Mortgage Corporation

    


    Depositor:
      HMB Acceptance Corp.

    


    Trustee:
      U.S. Bank National Association

    


    Delaware
      Trustee: Wilmington Trust Company

    


    Securities
      Administrator: Wells Fargo Bank, N.A.

    


    Master
      Servicer: Wells Fargo Bank, N.A.

    


    Servicer:
      HomeBanc Mortgage Corporation

    


    Originator:
      HomeBanc Mortgage Corporation

    


    Custodian:
      U.S. Bank National Association

     

    Underwriter:
      Bear, Stearns & Co., Inc.

     


    
      
         

      

      
        N-1

        
          

        

      

      
         

      

    



    SCHEDULE
      A

    


    MORTGAGE
      LOAN SCHEDULE

     

    [To
      be
      retained in a separate closing binder entitled “HomeBanc Mortgage Trust 2007-1”


    At
      McKee
      Nelson LLP]

    


    


    


     

    


    


    


    


    
      
         

      

      
        SCH-A-1