POOLING AND SERVICING AGREEMENT

===============================================================

SECURITIZED ASSET BACKED RECEIVABLES LLC,

DEPOSITOR,

LITTON LOAN SERVICING LP,

SERVICER,

CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,

SELLER,

AND

LASALLE BANK NATIONAL ASSOCIATION,

TRUSTEE

----------------------------------------------

POOLING AND SERVICING AGREEMENT

DATED AS OF FEBRUARY 1, 2007

----------------------------------------------

C-BASS MORTGAGE LOAN TRUST 2007-CB2

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES,
SERIES 2007-CB2

===============================================================

 

 

 

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans

50

Section 2.02

Acceptance by the Trustee of the Mortgage Loans

52

Section 2.03

Repurchase or Substitution of Mortgage Loans by the Seller.

53

Section 2.04

Representations and Warranties of the Seller with Respect to the Mortgage Loans

56

Section 2.05

Representations, Warranties and Covenants of the Servicer

57

Section 2.06

Representations and Warranties of the Seller

59

Section 2.07

Covenants of the Seller

61

Section 2.08

Execution and Delivery of Certificates

61

Section 2.09

REMIC Matters

61

Section 2.10

Representations and Warranties of the Depositor

62

ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01

Servicer to Service Mortgage Loans

63

Section 3.02

Subservicing Agreements between the Servicer and Subservicers

65

Section 3.03

Successor Subservicers

67

Section 3.04

Liability of the Servicer

68

Section 3.05

No Contractual Relationship between Subservicers and the Trustee

68

Section 3.06

Assumption or Termination of Subservicing Agreements by Trustee

68

Section 3.07

Collection of Certain Mortgage Loan Payments

69

Section 3.08

Subservicing Accounts

71

Section 3.09

Collection of Taxes, Assessments and Similar Items; Escrow Accounts

72

Section 3.10

Collection Account

73

Section 3.11

Withdrawals from the Collection Account

74

Section 3.12

Investment of Funds in the Collection Account, Escrow Accounts and the

Distribution Account

75

Section 3.13

Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage

76

Section 3.14

Enforcement of Due-On-Sale Clauses; Assumption Agreements

78

Section 3.15

Realization upon Defaulted Mortgage Loans

79

Section 3.16

Release of Mortgage Files

80

Section 3.17

Title, Conservation and Disposition of REO Property

81

Section 3.18

Notification of Adjustments

83

Section 3.19

Access to Certain Documentation and Information Regarding the Mortgage Loans

83

Section 3.20

Documents, Records and Funds in Possession of the Servicer to Be Held for the

Trustee

84

Section 3.21

Servicing Compensation

84

Section 3.22

Annual Statement as to Compliance

85

Section 3.23

Assessment of Compliance with Servicing Criteria; Independent Public

Accountants’ Attestation

85

Section 3.24

Trustee to Act as Servicer

87

Section 3.25

Compensating Interest

87

Section 3.26

Credit Reporting; Gramm-Leach-Bliley Act

87

Section 3.27

Optional Purchases of Mortgage Loans by Servicer

88

Section 3.28

Advance Facility

88

ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE SERVICER

Section 4.01

Advances

91

Section 4.02

Priorities of Distribution

92

Section 4.03

Monthly Statements to Certificateholders

99

Section 4.04

Certain Matters Relating to the Determination of LIBOR

103

Section 4.05

Allocation of Applied Realized Loss Amounts and Special Hazard Losses

103

Section 4.06

Supplemental Interest Trust

104

ARTICLE V
THE CERTIFICATES

Section 5.01

The Certificates

105

Section 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates

106

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

112

Section 5.04

Persons Deemed Owners

112

Section 5.05

Access to List of Certificateholders’ Names and Addresses

112

Section 5.06

Maintenance of Office or Agency

112

ARTICLE VI
THE DEPOSITOR AND THE SERVICER

Section 6.01

Respective Liabilities of the Depositor and the Servicer

113

Section 6.02

Merger or Consolidation of the Depositor or the Servicer

113

Section 6.03

Limitation on Liability of the Depositor, the Servicer and Others

113

Section 6.04

Limitation on Resignation of the Servicer

114

Section 6.05

Additional Indemnification by the Servicer; Third Party Claims

115

Section 6.06

Servicing Rights Pledge

116

ARTICLE VII
DEFAULT

Section 7.01

Events of Default

116

Section 7.02

Trustee to Act; Appointment of Successor

118

Section 7.03

Notification to Certificateholders

120

ARTICLE VIII
CONCERNING THE TRUSTEE

Section 8.01

Duties of the Trustee

120

Section 8.02

Certain Matters Affecting the Trustee

121

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

122

Section 8.04

Trustee May Own Certificates

123

Section 8.05

Trustee’s Fees and Expenses

123

Section 8.06

Eligibility Requirements for the Trustee

124

Section 8.07

Resignation and Removal of the Trustee

124

Section 8.08

Successor Trustee

125

Section 8.09

Merger or Consolidation of the Trustee

125

Section 8.10

Appointment of Co-Trustee or Separate Trustee

125

Section 8.11

Tax Matters

127

Section 8.12

Periodic Filings

131

Section 8.13

Tax Classification of the Excess Reserve Fund Account and the Supplemental

Interest Trust

137

Section 8.14

Trustee May Enforce Claims Without Possession of Certificates

137

Section 8.15

Suits for Enforcement

137

Section 8.16

Waiver of Bond Requirement

137

Section 8.17

Waiver of Inventory, Accounting and Appraisal Requirement

137

Section 8.18

Regarding the Swap Agreement

138

ARTICLE IX
TERMINATION

Section 9.01

Termination upon Liquidation or Purchase of the Mortgage Loans

138

Section 9.02

Final Distribution on the Certificates

139

Section 9.03

Additional Termination Requirements

140

ARTICLE X
MISCELLANEOUS PROVISIONS

Section 10.01

Amendment

140

Section 10.02

Recordation of Agreement; Counterparts

142

Section 10.03

Governing Law

142

Section 10.04

Intention of Parties

142

Section 10.05

Notices

143

Section 10.06

Severability of Provisions

144

Section 10.07

Limitation on Rights of Certificateholders

144

Section 10.08

Inspection and Audit Rights

145

Section 10.09

Certificates Nonassessable and Fully Paid

145

Section 10.10

Rule of Construction

145

Section 10.11

Waiver of Jury Trial

145

Section 10.12

Rights of the Swap Provider

145

Section 10.13

Regulation AB Compliance; Intent of the Parties; Reasonableness

145

 

 

SCHEDULES
Schedule I	Mortgage Loan Schedule
EXHIBITS
Exhibit A	Form of Class A, Class M and Class B Certificates
Exhibit B	Form of Class P Certificate
Exhibit C	Form of Class R and Class R-X Certificates
Exhibit D	Form of Class CE-1 and Class CE-2 Certificates
Exhibit E	Form of Initial Certification of Custodian
Exhibit F-1	Form of Document Certification and Exception Report of Custodian
Exhibit F-2	Form of Custodian’s Final Certification
Exhibit G	Form of Residual Transfer Affidavit
Exhibit H	Form of Transferor Certificate
Exhibit I-1	Form of Rule 144A Letter
Exhibit I-2	Form of Investment Letter (Non-Rule 144A)
Exhibit J	Form of Request for Release
Exhibit K	Form of Contents for Each Mortgage File
Exhibit L	Form of Certification to be provided with Form 10-K
Exhibit M	Form of Certification to be provided by the Trustee to the Servicer
Exhibit N	Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit O	Power of Attorney
Exhibit P	Mortgage Loan Purchase Agreement
Exhibit Q	Form of Additional Disclosure Notification
Exhibit R	Custodial Agreement
Exhibit S	Form 8-K Disclosure
Exhibit T	Form 10-D Disclosure
Exhibit U	Form 10-K Disclosure
Exhibit V	Swap Agreement

 

THIS POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007, among SECURITIZED ASSET BACKED RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Depositor”), LITTON LOAN SERVICING LP, a Delaware limited partnership, as servicer (the “Servicer”), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, a Delaware limited liability company, as seller (the “Seller”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”),

W I T N E S S E T H:

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

PRELIMINARY STATEMENT

As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the assets held in the Excess Reserve Fund Account, the Swap Agreement, and the Supplemental Interest Trust (collectively, the “Excluded Trust Property”)) be treated for federal income tax purposes as comprising seven real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, the Lower Tier REMIC 1, the Lower Tier REMIC 2, the Middle Tier REMIC, the Upper Tier REMIC, the Class B-4 REMIC, the Class CE REMIC, and the Class P REMIC”).  Each Certificate, other than the Class B-4, Class CE-1, Class CE-2, Class P, Class R and Class R-X Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.  In addition, each Class of Certificates (other than the Class CE-1, Class CE-2, Class R, Class R-X, and Class P Certificates) represents the right to receive payments with respect to Basis Risk Carry Forward Amounts.  The Class CE-1 Certificate represents ownership of a regular interest in the Class CE REMIC and also represents ownership of the assets held from time to time in the Excess Reserve Fund Account and the Supplemental Interest Trust.  Each of the Class B-4 and Class P Certificates represents ownership of a regular interest in the Class B-4 REMIC and Class P REMIC, respectively.  The Class R Certificate represents ownership of the sole class of residual interest in each of the Lower Tier REMIC 1, the Middle Tier REMIC and the Upper Tier REMIC.  The Class R-X Certificate represents ownership of the sole class of residual interest in each remaining REMIC.  

Lower Tier REMIC 2 will consist of all amounts distributable in respect of the Class CE-2 Certificates and the LT-R2 interest, which represents the sole class of residual interest in Lower Tier REMIC 2.  The Class P REMIC shall hold as its assets the uncertificated Class P interest in the Upper Tier REMIC.  The Class CE REMIC shall hold as its assets the uncertificated Class CE-1 interest in the Upper Tier REMIC.  The Class B-4 REMIC shall hold as its assets the uncertificated Class B-4 interest in the Upper Tier REMIC.  The Upper Tier REMIC shall hold as its assets the several classes of uncertificated Middle Tier Interests in the Middle Tier REMIC, other than the Class MT-R Interest, and each such Middle Tier Interest is hereby designated as a regular interest in the Middle Tier REMIC for purposes of the REMIC Provisions. The Middle Tier REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Lower Tier REMIC 1, other than the Class LT-R1 Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Lower Tier REMIC 1.  The Lower Tier REMIC 1 shall hold as assets the property of the Trust Fund other than the interests in any other REMIC formed hereby.  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 Distribution Date in the thirty-sixth month following the month in which the Mortgage Loan held in the Trust Fund as of the Closing Date having the latest maturity date matures.

The Lower Tier REMIC 1

The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Lower Tier Interests in Lower Tier REMIC 1.  

 

(1)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the Class LT-A Interest is a per annum rate equal to the Lower Tier REMIC WAC Cap.

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for each of these Lower Tier Interests is a per annum rate equal to the lesser of (i) the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Lower Tier REMIC WAC Cap and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the Lower Tier REMIC WAC Cap and (b) 2, over (ii) the REMIC Swap Rate for such Distribution Date.

(4)

The Class LT-R Interest is the sole class of residual interest in the Lower Tier REMIC 1.  It does not have an interest rate or a principal balance.

(5)

This interest shall have an initial principal balance equal to the excess of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date over the aggregate initial principal balances of each other interest in Lower Tier REMIC 1.

On each Distribution Date, the Trustee shall first pay or charge as an expense of the Lower Tier REMIC 1 all expenses of the Trust for such Distribution Date other than any Net Trust Swap Payment or Swap Termination Payment.

On each Distribution Date the Trustee shall distribute the remaining Interest Remittance Amount (computed by ignoring any payments to the Supplemental Interest Trust) with respect to each of the Lower Tier Interests based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount (computed by ignoring any payments to the Supplemental Interest Trust) with respect to the Lower Tier Interests in Lower Tier REMIC 1, first to the Class LT-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Lower Tier Interests in Lower Tier REMIC 1 in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero.  All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in Lower Tier REMIC 1 in the same manner that principal distributions are allocated.

On each Distribution Date, the Trustee shall distribute the Prepayment Charges to the Class LT-V47 Lower Tier Interest.

The Middle Tier REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Middle Tier Interests.

___________________________

(1)

The interest rate for each of these Middle Tier Interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in Lower Tier REMIC 1, provided, however, that for any Distribution Date on which the Class MT-IO Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in Lower Tier REMIC 1 having an “F” in its class designation, as described in footnote two, below, such weighted average shall be computed by first subjecting the rate on such Lower Tier Interest to a cap equal to the product of two and the interest rate used to compute the payment to the Swap Provider, adjusted to reflect the day count convention used for such interest rate (“Swap LIBOR”) for such Distribution Date.

(2)

The Class MT-IO is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class MT-IO shall be entitled to interest accrued on the Lower Tier Interest listed in second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Lower Tier Interest for such Distribution Date over (ii) Swap LIBOR for such Distribution Date.

 

 (3)

The Class MT-R Interest is the sole class of residual interest in the Middle Tier REMIC.  It does not have an interest rate or a principal balance.

(4) This interest shall have an initial principal balance equal to one-half of the initial Certificate Balance of its Corresponding Class of Certificates.

On each Distribution Date the Trustee shall distribute interest on the Middle Tier Interests based on the above-described interest rates, provided, however, that interest that accrues on the Class MT-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the overcollateralization amount for such Distribution Date.  Any interest so deferred shall itself bear interest at the interest rate for the Class MT-Q Interest.  An amount equal to the interest so deferred shall be distributed as additional principal on the other Middle Tier Interests having a principal balance in the manner described below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Middle Tier Interests in the following order of priority:

a.

 First, to each Middle Tier Interest with a Corresponding Class of Certificates in the Upper Tier REMIC until the principal balance of each such Middle Tier Interest equals one-half of the Class Principal Balance of the Corresponding Class of Certificates immediately after such Distribution Date; and

b.

Second, to the Class MT-Q Interests, any remaining amounts.

On each Distribution Date, the Trustee shall be deemed to have distributed the Prepayment Charges passed through with respect to the Class LT-V47 Lower Tier Interest on such Distribution Date to the Class MT-Q Interest.

Upper Tier REMIC

The Upper Tier REMIC shall issue the following classes of Upper Tier Regular Interests, and each such interest, other than the Class UT-R Interest, is hereby designated as a regular interest in the Upper Tier REMIC.  

Certificate or Class Designation	Upper Tier Rate and Corresponding Class Pass-Through Rate (9)	Initial Upper Tier Principal Amount and Corresponding Class Certificate Balance
Class A1 Certificate	(1)	$220,801,000
Class A2-A Certificate	(2)	$328,732,000
Class A2-B Certificate	(2)	$38,231,000
Class A2-C Certificate	(2)	$121,034,000
Class A2-D Certificate	(2)	$50,405,000
Class A2-E Certificate	(2)	$59,822,000
Class M-1 Certificate	(3)	$30,504,000
Class M-2 Certificate	(3)	$28,978,000
Class M-3 Certificate	(3)	$18,302,000
Class M-4 Certificate	(3)	$14,743,000
Class M-5 Certificate	(3)	$15,251,000
Class M-6 Certificate	(3)	$14,235,000
Class B-1 Certificate	(3)	$13,218,000
Class B-2 Certificate	(3)	$12,201,000
Class B-3 Certificate	(3)	$10,167,000
Class B-4 Interest	(4)	$10,167,000
Class CE-1 Interest	(5)	(5)
Class CE-2 Certificate	(6)	(6)
Class P Interest	(7)	(7)
Class UT-R Interest	(8)	(8)

______________

(1)

The Class A1 Certificates will bear interest during each Interest Accrual Period at a per annum rate equal to the least of (i) LIBOR plus the applicable Pass-Through Margin, (ii) the Group I Net WAC Cap and (iii) the Group I Maximum Rate Cap.  

(2)

These Certificates will bear interest during each Interest Accrual Period at a per annum rate equal to the least of (i) the applicable Pass-Through Margin, (ii) the Group II Net WAC Cap and (iii) the Group II Maximum Rate Cap.

(3)

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,  Class B-1, Class B-2 and Class B-3 Interest will bear interest during each  Interest Accrual Period at a per annum rate equal to the least of (i) LIBOR plus the applicable Pass-Through Margin (ii) the Subordinate Net WAC Cap and (iii) the Subordinate Maximum Rate Cap.

(4)

The Class B-4 Interest will bear interest during each  Interest Accrual Period at a per annum rate equal to the least of (i) the applicable Pass-Through Margin, (ii) the Subordinate Net WAC Cap and (iii)  the Subordinate Maximum Rate Cap.

(5)

The Class CE-1 Interest shall comprise three components, each of which is hereby designated as a regular interest in the Upper-Tier REMIC.  The first component is a principal-only component and represents the right to receive distributions from the Upper Tier REMIC in an amount equal to the Subordinated Amount determined as of the Closing Date less $100.  The second component is an interest-only component and represents the right to receive on each Distribution Date interest accrued on the regular interests in the Middle Tier REMIC (other than any interest-only interest) at a per annum rate equal to the excess, if any, of (i) the REMIC Maximum Rate over (ii) the product of: (A) two and (B) the weighted average interest rate of such Middle Tier Interests (other than any interest-only regular interest), where the MT-Q Interest is subject to a cap equal to zero and each remaining Middle Tier REMIC Regular Interest is subject to a cap equal to the Pass-Through Rate on its Corresponding Class of Certificates, determined by (i) substituting the REMIC Maximum Rate for the applicable Net WAC Cap and (ii) multiplying such rate by an amount equal to the actual number of days in the related Interest Accrual Period divided by 30, in the case of any Corresponding Class of Certificates for which interest is accrued on the basis of a 360-day year and the actual number of days in the Interest Accrual Period.  The third component is an interest-only component and represents the right to receive all amounts distributable on the Class MT-IO Interest.

(6)

The Class CE-2 Certificates represent the right to receive amounts in respect of the regular interest in Lower Tier REMIC 2 and do not represent any interest in any other REMIC formed hereby.

(7)

The Class P Interest is entitled to Prepayment Charges only and will not accrue interest.

(8)

The Class UT-R Interest does not have an interest rate or a principal balance.  

(9)

Any interest payable on this Class of Certificates reflecting an interest rate greater than the REMIC Maximum Rate shall be treated as having been paid pursuant to the cap contract described in Section 8.11; and on any Distribution Date on which the Pass-Through Rate on a Class of Certificates is based on a Net WAC Cap, the amount of interest that would have accrued on such Class of Certificates if the REMIC Maximum Rate were substituted for the applicable Net WAC Cap shall be treated as having been paid by the holders of the applicable Class of Certificates to the Supplemental Interest Trust, all pursuant to and as further provided in Section 8.11.  

Class B-4 REMIC

The following table sets forth the characteristics of the Class B-4 REMIC and the characteristics of its regular and residual interests.  

Class B-4 REMIC Designation	Interest Rate	Principal Amount
Class B-4 Certificate	(1)	(1)
Class B4-R	(2)	(2)

______________

(1)

The Class B-4 REMIC shall issue one regular interest which shall be  represented by the Class B-4 Certificates and shall be entitled to 100% of  all amounts payable on the Class B-4 Interest issued by the Upper-Tier REMIC.  

(2)

The Class B4-R Interest is the sole class of residual interest in the  Class B-4 REMIC.  The Class R-X Certificates represent ownership of the Class B4-R Interest.  The  Class B4-R Interest does not have an interest rate or a principal balance.  

Class P REMIC

The following table sets forth the characteristics of the Class P REMIC and the characteristics of its regular and residual interests.  

Class P-REMIC Designation	Interest Rate	Principal Amount
Class P Certificate	(1)	(1)
Class P-R	(2)	(2)

______________

(1)

The Class P REMIC shall issue one regular interest which shall be  represented by the Class P Certificates and shall be entitled to 100% of  all amounts payable on the Class P Interest issued by the Upper-Tier REMIC.  

(2)

The Class P-R Interest is the sole class of residual interest in the  Class P REMIC.  The Class R-X Certificates shall represent ownership of the Class P-R Interest.  The  Class P-R Interest does not have an interest rate or a principal balance.  

Class CE REMIC

The following table sets forth the characteristics of the Class CE REMIC and the characteristics of its regular and residual interests.  

Class CE REMIC Designation	Interest Rate	Principal Amount
Class CE-1 Certificate	(1)	(1)
Class CE-R	(2)	(2)

______________

(1)

The Class CE REMIC shall issue one regular interest which shall be represented by the Class CE-1 Certificates and shall be entitled to 100% of  all amounts payable on the Class CE-1 Interest issued by the Upper-Tier REMIC.  

(2)

The Class CE-R Interest is the sole class of residual interest in the Class CE REMIC.  The Class R-X Certificates shall represent ownership of the Class CE-R Interest.  The Class CE-R Interest does not have an interest rate or a principal balance.  

The minimum denomination for each Class of Certificates, other than the Class CE-1, Class CE-2, Class P, Class R and the Class R-X Certificates, will be $100,000 with integral multiples of $1 in excess thereof except that one Certificate in each Class may be issued in a different amount.  The minimum denomination for each of the Class P, Class CE-1 and Class CE-2 Certificates will be a 1% Percentage Interest in such Class, and the minimum denomination for the Class R and Class R-X Certificates shall be 100% Percentage Interest in such Class.

 

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

Book-Entry Certificates	All Classes of Certificates other than the Physical Certificates.
Class A Certificates	Class A1, Class A2-A, Class A2-B, Class A2-C, Class A2-D and Class A2-E Certificates.
Class B Certificates	Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
Class M Certificates	Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.
Delay Certificates	Fixed-Rate Certificates.
ERISA-Restricted Certificates	The Class P, Class CE-1, Class CE-2 and Residual Certificates; any Class B-4 Certificates that have not been underwritten, placed or sold by an underwriter that has been granted an Underwriter’s Exemption, and any Certificates of any other Class that has ceased to satisfy the requirements of an Underwriter’s Exemption.
ERISA-Restricted Swap Certificates	Any of the Class A, Class M and Class B Certificates  (and any Class B-4 Certificate that has been underwritten, placed or sold by an underwriter that has been granted an Underwriter’s Exemption).
Group I Senior Certificates	Class A1 Certificates.
Group II Senior Certificates	Class A2-A, Class A2-B, Class A2-C, Class A2-D and Class A2-E Certificates.
Fixed-Rate Certificates	Class A2-A, Class A2-B, Class A2-C, Class A2-D, Class A2-E and Class B-4 Certificates.
LIBOR Certificates	Class A1, Class M, Class B-1, Class B-2 and Class B-3 Certificates.
Non-Delay Certificates	LIBOR Certificates.
Offered Certificates	All Classes of Certificates other than the Private Certificates.
Physical Certificates	The Private Certificates (other than the Class B-4 Certificates).
Principal Certificates	The Fixed-Rate and LIBOR Certificates.
Private Certificates	Class B-4, Class CE-1, Class CE-2, Class P, Class R-X and Class R Certificates.
Rating Agencies	Moody’s, Fitch, Standard & Poor’s and DBRS.
Regular Certificates	All Classes of Certificates other than the Residual Certificates.
Residual Certificates	Class R and Class R-X Certificates.
Subordinated Certificates	Class M and Class B Certificates.

 

ARTICLE I

DEFINITIONS

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.  Unless otherwise specified, interest on the LIBOR Certificates will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year.  Interest on the Fixed Rate Certificates and the Class CE-1 Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months:

Accepted Servicing Practices:  With respect to any Mortgage Loan, those mortgage servicing practices set forth in Section 3.01(a) of this Agreement.

Account:  Any of the Collection Account, the Distribution Account, any Escrow Account or the Excess Reserve Fund Account.  Each Account shall be an Eligible Account.

Accrued Certificate Interest Distribution Amount:  With respect to each Distribution Date and each Class of Certificates and the Class CE-1 Interest, an amount equal to the interest accrued at the applicable Pass-Through Rate during the related Interest Accrual Period on the Class Certificate Balance of such Class immediately prior to such Distribution Date, reduced by such Class’ Interest Percentage of Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Certificates as provided in Section 4.02 hereof.

Adjustable Rate Mortgage Loan:  A Mortgage Loan which has a rate at which interest accrues that adjusts based on an Index plus a related Gross Margin, as set forth on and subject to the limitations in the Mortgage Note.

Adjusted Net Mortgage Rate:  As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

Adjustment Date:  As to any Adjustable Rate Mortgage Loan, the first Due Date on which the related Mortgage Rate adjusts as set forth in the related Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as set forth in the related Mortgage Note.

Advance:  Any P&I Advance or Servicing Advance.

Advance Facility:  As defined in Section 3.28 hereof.

Advance Facility Notice:  As defined in Section 3.28 hereof.

Advance Financing Person:  As defined in Section 3.28 hereof.

Advance Reimbursement Amounts:  As defined in Section 3.28 hereof.

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

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

Amount Held for Future Distribution:  As to the Certificates on any Distribution Date, the aggregate amount held in the Collection Account at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans received after the end of the related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Due Period.

Applied Realized Loss Amount:  With respect to any Distribution Date, the amount, if any, by which the aggregate Class Certificate Balance of the Principal Certificates after distributions of principal on such Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

Appraised Value:  The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

Assignment of Mortgage:  An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form (other than the assignee’s name and recording information not yet returned from the recording office), reflecting the sale of the Mortgage to the Trustee.

Available Funds:  With respect to any Distribution Date and the Mortgage Loans, to the extent received by the Trustee (x) the sum of (i) all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on such Mortgage Loans in the related Due Period and received by the Servicer on or prior to the related Determination Date, together with any P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received by the Servicer during the related Prepayment Period (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial or full prepayments on the Mortgage Loans received by the Servicer during the related Prepayment Period together with all Compensating Interest paid by the Servicer in connection therewith (excluding any Prepayment Charges); (iv) all Substitution Adjustment Amounts with respect to substitutions of Mortgage Loans that occur on or prior to the related Determination Date; (v) all amounts received with respect to such Distribution Date as the Repurchase Price in respect of repurchase of Mortgage Loans on or prior to the related Determination Date; and (vi) the proceeds with respect to the termination of the Trust Fund pursuant to clause (a) of Section 9.01; reduced by (y) amounts in reimbursement for Advances previously made with respect to the Mortgage Loans (z) and other amounts as to which the Servicer, the Depositor, the Supplemental Interest Trust or the Trustee are entitled to be paid or reimbursed pursuant to this Agreement.

Balloon Loan:  Any Mortgage Loan that requires only payments of interest until the stated maturity date of the Mortgage Loan or Scheduled Payments of principal (not including the payment due on its stated maturity date) that are based on an amortization schedule that would be insufficient to fully amortize the principal thereof by the stated maturity date of the Mortgage Loan.

Barclays Bank PLC:  Barclays Bank PLC, a bank authorized and regulated by the United Kingdom's Financial Services Authority and a member of the London Stock Exchange, and its successors in interest.

Basic Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Excess Subordinated Amount, if any, for such Distribution Date.

Basis Risk Carry Forward Amount:  With respect to each Class of Principal Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Pass-Through Rate for any Class of Principal Certificates is based upon a Group Net WAC Cap or the Subordinate Net WAC Cap, as applicable, the excess of (i) the amount of interest such Class of Certificates would otherwise be entitled to receive on such Distribution Date had such rate not been based upon a Group Net WAC Cap or the Subordinate Net WAC Cap, as applicable, for such Distribution Date, over (ii) the amount of interest payable on such Class of Certificates at, with respect to the Group I Senior Certificates, the Group I Net WAC Cap, with respect to the Group II Senior Certificates, the Group II Net WAC Cap, and with respect to the Subordinate Certificates, the Subordinate Net WAC Cap, as applicable, for such Distribution Date and (B) the portion of any such excess described in clause (A) for such Class of Certificates from all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to the Pass-Through Rate for such Class of Certificates (without limiting that rate by the Group Net WAC Cap or Subordinate Net WAC Cap, as applicable) for such Distribution Date.

Basis Risk Payment:  For any Distribution Date, an amount equal to the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such Distribution Date and (ii) the Class CE-1 Distributable Amount (prior to any reduction for (x) amounts paid from the Excess Reserve Fund Account to pay any Basis Risk Carry Forward Amount or (y) any Defaulted Swap Termination Payment).

Best’s:  Best’s Key Rating Guide, as the same shall be amended from time to time.

Book-Entry Certificates:  As specified in the Preliminary Statement.

Business Day:  Any day other than (i) Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions, in (a) the State of New York, Illinois, Texas or Delaware, (b) the State in which the Servicer’s servicing operations are located, or (c) any State in which the Trustee’s Corporate Trust Office is located, are authorized or obligated by law or executive order to be closed.

Certificate:  Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

Certificate Balance:  With respect to any Class of Certificates, other than the Class CE-1, Class CE-2 or Residual Certificates, on any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of any Certificates, reduced by any Applied Realized Loss Amounts allocated to such Class of Certificates pursuant to Section 4.05; provided, however, that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of the Subsequent Recovery distributed on such Distribution Date (up to the amount of Unpaid Realized Loss Amounts allocated to such Class or Classes).  The Class CE-2 and Residual Certificates have no Certificate Balance.

Certificate Owner:  With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Register:  The register maintained pursuant to Section 5.02.

Certificateholder or Holder:  The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided, however, that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder.  The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

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

Class A Certificate Group:  The Group I Senior Certificates or the Group II Senior Certificates, as applicable.  

Class A Certificates:  As specified in the Preliminary Statement.

Class A Principal Allocation Percentage:  With respect to any Distribution Date, the percentage equivalent of a fraction, determined as follows:  (A) with respect to the Group I Senior Certificates, a fraction, the numerator of which is (x) the portion of the Principal Remittance Amount for such Distribution Date that is attributable to the principal received or advanced on the Group I Mortgage Loans and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date; and (B) with respect to the Group II Senior Certificates, a fraction, the numerator of which is (x) the portion of the Principal Remittance Amount for such Distribution Date that is attributable to the principal received or advanced on the Group II Mortgage Loans and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

Class A Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the aggregate Class Certificate Balances of the Class A Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 61.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date of over $5,083,958.

Class A1 Certificates:  All Certificates bearing the class designation of “Class A1.”

Class A2-A Certificates:  All Certificates bearing the class designation of “Class A2-A.”

Class A2-B Certificates:  All Certificates bearing the class designation of “Class A2-B.”

Class A2-C Certificates:  All Certificates bearing the class designation of “Class A2-C.”

Class A2-D Certificates:  All Certificates bearing the class designation of “Class A2-D.”

Class A2-E Certificates:  All Certificates bearing the class designation of “Class A2-E.”

Class A2-E Lockout Distribution Amount:  With respect to any Distribution Date, the product of (x) the Class A2-E Lockout Distribution Percentage for that Distribution Date and (y) the Class A2-E Pro Rata Distribution Amount for that Distribution Date.  In no event will the Class A2-E Lockout Distribution Amount for a Distribution Date exceed the amount of principal allocated to the Group II Senior Certificates for such Distribution Date or the Class Certificate Balance of the Class A2-E Certificates immediately prior to such Distribution Date.  

Class A2-E Lockout Distribution Percentage:  With respect to a Distribution Date in any period listed in the table below, the applicable  percentage listed opposite such period:

Distribution Dates		Lockout Percentage
March 2007 through and including February 2010		0%
March 2010 through and including February 2012		45%
March 2012 through and including February 2013		80%
March 2013 through and including February 2014		100%
March 2014 and thereafter		300%

 

Class A2-E Pro Rata Distribution Amount:  With respect to any Distribution Date, an amount equal to the product of (x) a fraction, the numerator of which is the Class Certificate Balance of the Class A2-E Certificates immediately prior to that Distribution Date and the denominator of which is the aggregate Class Certificate Balance of the Group II Senior Certificates immediately prior to that Distribution Date and (y) the amount of principal allocated to the Group II Senior Certificates for that Distribution Date.

Class B Certificates:  As specified in the Preliminary Statement.

Class B-1 Certificates:  All Certificates bearing the class designation of “Class B-1.”

Class B-1 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date), (D) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount for such Distribution Date), (E) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount for such Distribution Date) and (F) the Class Certificate Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 87.70% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class B-2 Certificates:  All Certificates bearing the class designation of “Class B-2.”

Class B-2 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date), (D) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount for such Distribution Date), (E) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount for such Distribution Date), (F) the Class Certificate Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount for such Distribution Date) and (G) the Class Certificate Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 90.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class B-3 Certificates:  All Certificates bearing the class designation of “Class B-3.”

Class B-3 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date), (D) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount for such Distribution Date), (E) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount for such Distribution Date), (F) the Class Certificate Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount for such Distribution Date), (G) the Class Certificate Balance of the Class B-2 Certificates (after taking into account the distribution of the Class B-2 Principal Distribution Amount for such Distribution Date) and (H) the Class Certificate Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 92.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class B-4 Certificates:  All Certificates bearing the class designation of “Class B-4.”

Class B-4 Interest:  The Upper Tier Regular Interest held by the Class B-4 REMIC and described in the Preliminary Statement and the related footnote thereto.

Class B-4 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date), (D) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount for such Distribution Date), (E) the Class Certificate Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount for such Distribution Date), (F) the Class Certificate Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount for such Distribution Date), (G) the Class Certificate Balance of the Class B-2 Certificates (after taking into account the distribution of the Class B-2 Principal Distribution Amount for such Distribution Date), (H) the Class Certificate Balance of the Class B-3 Certificates (after taking into account the distribution of the Class B-3 Principal Distribution Amount for such Distribution Date) and (I) the Class Certificate Balance of the Class B-4 Certificates immediately prior to such Distribution Date over (ii) the lesser of 94.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class B4-R Interest:  The residual interest on the Class B-4 REMIC, as described in the Preliminary Statement and the related footnote thereto, evidenced by the Class R-X Certificates.

Class B-4 REMIC:  As described in the Preliminary Statement.

Class CE REMIC:  As described in the Preliminary Statement.

Class CE-1 Certificates:  All Certificates bearing the class designation of “Class CE-1.”

Class CE-1 Distributable Amount:  On any Distribution Date, the sum of (i) as a distribution in respect of interest, the amount of interest that has accrued on the Class CE-1 Interest (as set forth in the Preliminary Statement) and not applied as an Extra Principal Distribution Amount on such Distribution Date, plus any such accrued interest remaining undistributed from prior Distribution Dates, plus (without duplication), (ii) as a distribution in respect of principal, any portion of the principal balance of the Class CE-1 Interest which is distributable as a Subordination Reduction Amount, minus (iii) any Swap Termination Payment payable to the Swap Provider and any amounts paid as a Basis Risk Payment from the Excess Reserve Fund Account.

Class CE-1 Interest:  The Upper Tier REMIC Regular Interest held by the Class CE REMIC as specified and described in the Preliminary Statement and the related footnote thereto.

Class CE-1 Regular Interest:  An uncertificated regular interest in the Class CE REMIC held by the Trustee on behalf of the holders of the Class CE-1 Certificates.

Class CE-2 Certificates:  All Certificates bearing the class designation of “Class CE-2.”

Class CE-R Interest:  The residual interest on the Class CE REMIC, as described in the Preliminary Statement and the related footnote thereto, evidenced by the Class R-X Certificates.  

Class Certificate Balance:  With respect to any Class and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.

Class LT-R1 Interest:  The sole class of “residual interest” in Lower Tier REMIC 1 evidenced by the Class R Certificates.

Class LT-R2 Interest:  The sole class of “residual interest” in Lower Tier REMIC 2 evidenced by the Class R-X Certificates.

Class M Certificates:  As specified in the Preliminary Statement.

Class M-1 Certificates:  All Certificates bearing the class designation of “Class M-1.”

Class M-1/M-2/M-3 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), and (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 76.40% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class M-2 Certificates:  All Certificates bearing the class designation of “Class M-2.”

Class M-3 Certificates:  All Certificates bearing the class designation of “Class M-3.”

Class M-4 Certificates:  All Certificates bearing the class designation of “Class M-4.”

Class M-4 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date) and (C) the Class Certificate Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (ii) the lesser of 79.30% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class M-5 Certificates:  All Certificates bearing the class designation of “Class M-5.”

Class M-5 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date) and (D) the Class Certificate Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 82.30% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class M-6 Certificates:  All Certificates bearing the class designation of “Class M-6.”

Class M-6 Principal Distribution Amount:  With respect to any Distribution Date, the excess of (i) the sum of (A) the aggregate Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount for such Distribution Date), (B) the aggregate Class Certificate Balance of the Class M-1, Class M-2 and Class M-3 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount for such Distribution Date), (C) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount for such Distribution Date), (D) the Class Certificate Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount for such Distribution Date) and (E) the Class Certificate Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (ii) the lesser of 85.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over $5,083,958.

Class MT-R Interest: The residual interest in the Middle Tier REMIC as described in the Preliminary Statement and the related footnote thereto.

Class P Certificates: All Certificates bearing the class designation of “Class P.”

Class R Certificates:  All Certificates bearing the class designation of “Class R.”

Class R-X Certificates:  All certificates bearing the class designation of “Class R-X.”

Class R-X REMIC:  Each of the Lower Tier REMIC 2, Class B-4 REMIC, Class P REMIC and Class CE REMIC.

Class UT-R Interest:  The sole class of “residual interest” in the Upper Tier REMIC evidenced by the Class R Certificate.

Closing Date:  February 28, 2007.

Code:  The Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collection Account:  As defined in Section 3.10(a).

Combined Loan-to-Value Ratio or CLTV:  As of any date and as to any Second-Lien Mortgage Loan, the ratio (expressed as a percentage) of the (a) sum of the outstanding principal balance of the Second-Lien Mortgage Loan and the outstanding principal balance as of such date of any mortgage loan or mortgage loans that are senior or equal in priority to the Second-Lien Mortgage Loan and which are secured by the same Mortgaged Property to (b) in the case of a purchase, the lesser of (A) the sale price of the Mortgaged Property and the lesser of (y) its appraised value at the time of sale or (z) the appraised value determined by a review appraisal conducted by the Seller, or in the case of a refinancing, the lesser of (A) the appraised value of the Mortgaged Property at the time of the refinancing or (B) the appraised value determined by a review appraisal conducted by the Seller.

Commission:  The United States Securities and Exchange Commission.

Compensating Interest:  For any Distribution Date, the lesser of (a) the amount of the Prepayment Interest Shortfall, if any, for such Distribution Date, with respect to any voluntary Principal Prepayments in Full (excluding any payments made upon liquidation of any Mortgage Loan), and (b) one-half of the Servicing Fee for such Distribution Date.

Condemnation Proceeds:  All awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, by exercise of the power of eminent domain or condemnation.

Corporate Trust Office:  The designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 135 South LaSalle Street, Suite 1511, Chicago, Illinois, 60603, Attention: Global Securities and Trust Services – C-BASS 2007-CB2, and which is the address to which notices to and correspondence with the Trustee should be directed.

Covered Loan:  A Mortgage Loan categorized as Covered pursuant to Appendix E of Standard & Poor’s Glossary.

Cumulative Loss Event:  With respect to any Distribution Date, a Cumulative Loss Event occurs if the Cumulative Loss Percentage exceeds the applicable percentage set forth below with respect to such Distribution Date:  

Distribution Date Occurring In	Loss Percentage
March 2010 through February 2011	4.05% of the Cut-off Date Pool Principal Balance
March 2011 through February 2012	6.53% of the Cut-off Date Pool Principal Balance
March 2012 through February 2013	8.33% of the Cut-off Date Pool Principal Balance
March 2013 and thereafter	9.83% of the Cut-off Date Pool Principal Balance

Cumulative Loss Percentage:  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the calendar month preceding the month in which such Distribution Date occurs and the denominator of which is the Cut-off Date Pool Principal Balance of the Mortgage Loans.

Cumulative Loss Trigger Event:  If, with respect to any Distribution Date, the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period, divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable Cumulative Loss Percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Loss Percentage
March 2009 through February 2010	1.10%
March 2010 through February 2011	2.70%
March 2011 through February 2012	4.35%
March 2012 through February 2013	5.55%
March 2013 through February 2014	6.35%
March 2014 and thereafter	6.55%

Custodial Agreement:  The Custodial Agreement, dated as of February 1, 2007, among the Trustee, the Servicer and the Custodian, as the same may be amended or supplemented pursuant to the terms thereof.

Custodial File:  With respect to each Mortgage Loan, the file retained by the Trustee or the Custodian consisting of items in Section 2.01(a)(i)-(vi).

Custodian:  The Bank of New York, a New York banking corporation, or any successor custodian appointed pursuant to the terms of the Custodial Agreement.

Cut-off Date:  February 1, 2007.

Cut-off Date Pool Principal Balance:  The aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off Date.

Cut-off Date Principal Balance:  As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

Data Tape Information:  With respect to each Mortgage Loan, the following information as of the Cut-off Date provided by the Seller to the Depositor pursuant to the Purchase Agreement:  (1) the Seller’s Mortgage Loan identifying number; (2) the Mortgagor’s name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the Mortgagor is self-employed; (5) as to each Mortgage Loan, the Stated Principal Balance as of the Cut-off Date; (6) the Index; (7) a code indicating whether the Mortgaged Property is owner-occupied; (8) the number and type of residential units constituting the Mortgaged Property; (9) the original stated months to maturity; (10) the original amortization months to maturity; (11) the stated maturity date; (12) the amount of the Scheduled Payment as of the Cut-off Date; (13) the first date on which the Scheduled Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (14) the “paid through date” based on payments received from the related Mortgagor; (15) the original principal amount of the Mortgage Loan; (16) with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate; (17) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate; (18) with respect to each Adjustable Rate Mortgage Loan, the initial Periodic Mortgage Rate Cap; (19) with respect to each Adjustable Rate Mortgage Loan, the subsequent Periodic Mortgage Rate Cap; (20) with respect to each Adjustable Rate Mortgage Loan, the first payment Adjustment Date immediately following the Cut-off Date; (21) with respect to each Adjustable Rate Mortgage Loan, the first Interest Rate Adjustment Date immediately following the Cut-off Date; (22) with respect to each Adjustable Rate Mortgage Loan, the Gross Margin; (23) with respect to each Adjustable Rate Mortgage Loan, the Mortgage Rate adjustment period; (24) the type of Mortgage Loan (i.e., Fixed Rate or Adjustable Rate Mortgage Loan); (25) lien position (i.e., First-Lien or Second-Lien Mortgage Loan); (26) a code indicating the purpose of the loan (i.e., purchase, rate and term refinance, equity take-out refinance); (27) a code indicating the documentation style (i.e., full, asset verification, income verification and no documentation); (28) the credit risk score (FICO score); (29) the loan credit grade classification (as described in the underwriting guidelines); (30) the Mortgage Rate at origination; (31) the Mortgage Rate as of the Cut-off Date; (32) the value of the Mortgaged Property; (33) a code indicating the term and amount of Prepayment Charges applicable to such Mortgage Loan (including any prepayment penalty term), if any; (34) with respect to each First-Lien Mortgage Loan, the Loan-to-Value Ratio at origination, and with respect to each Second-Lien Mortgage Loan, the Combined Loan-to-Value Ratio at origination; (35) a code indicating the documentation style, as required by Standard & Poor’s criteria; (36) asset verification (Y/N); (37) the date of origination; (38) a code indicating whether the Mortgage Loan is a Balloon Loan; (39) the Due Date for the first Scheduled Payment; (40) the original Scheduled Payment due; (41) the debt-to-income ratio with respect to the Mortgage Loan; (42) the Mortgage Rate calculation method (i.e., 30/360, simple interest, other); (43) a code indicating whether the Mortgage Loan is a Home Loan; (44) appraisal verification (Y/N); (45) type of appraisal verification, if any; and with respect to Second-Lien Mortgage Loans, the outstanding principal balance of the superior lien at origination.  With respect to the Mortgage Loans in the aggregate, the Data Tape Information shall set forth the following information, as of the Cut-off Date:  (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

DBRS:  DBRS, Inc.  If DBRS is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c) the address for notices to DBRS shall be DBRS, Inc., 55 Broadway, 15th Floor, New York, New York 10006, Attention: Quincy Tang, or such other address as DBRS may hereafter furnish to the Depositor and the Servicer.  

Debt Service Reduction:  With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the United States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non-appealable, except such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent forgiveness of principal.

Defaulted Swap Termination Payment: Any Swap Termination Payment required to be paid by the Supplemental Interest Trust to the Swap Provider pursuant to the Swap Agreement as a result of an Event of Default (as defined in the Swap Agreement) with respect to which the Swap Provider is the defaulting party or a Termination Event (as defined in the Swap Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon Merger (each as defined in the Swap Agreement )) with respect to which the Swap Provider is the sole Affected Party (as defined in the Swap Agreement).

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

Definitive Certificates:  Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Delay Certificates:  As specified in the Preliminary Statement.

Deleted Mortgage Loan:  As defined in Section 2.03.

Delinquency Trigger Event:  With respect to any Distribution Date, the circumstances in which the quotient (expressed as a percentage) of (x) the rolling six month average of the Stated Principal Balances of 60+ Day Delinquent Mortgage Loans, divided by (y) the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, equals or exceeds 38.90% of the prior period’s Senior Enhancement Percentage.

Delinquent:  With respect to any Mortgage Loan, means any monthly payment that is due on a Due Date that is not made by the close of business on the next scheduled Due Date for that Mortgage Loan.

Denomination:  With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face thereof.

Depositor:  Securitized Asset Backed Receivables LLC, a Delaware limited liability company, and its successors in interest.

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.

Depository Institution:  Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated “P-1” by Moody’s, “F1+” by Fitch, “A-1” by Standard & Poor’s and “R-1” by DBRS (to the extent rated by DBRS).

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 Remittance Date, the 18th day (or if such day is not a Business Day, the immediately preceding Business Day) in the calendar month in which such Remittance Date occurs.

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

Distribution Account:  The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.07(d) in the name of the Trustee for the benefit of the Certificateholders and designated “LaSalle Bank National Association in trust for registered holders of C-BASS Mortgage Loan Trust 2007-CB2 C-BASS Loan Asset-Backed Certificates, Series 2007-CB2.”  Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Date:  The 25th day of each calendar month after the initial issuance of the Certificates, or if such day is not a Business Day, the next succeeding Business Day, commencing in March 2007.

Distribution Information:  The items calculated and reported by the Trustee pursuant to Section 4.03 (a) (i)-(iv), (vi) (with respect to the trustee’s fee), (vii), (xiii) (only with respect to the Excess Reserve Fund), (xii), (xiv)-(xvi), (xviii)-(xxv), (xxvii) with respect to the pool factor) and any other information included in the Monthly Statement aggregated or calculated by the Trustee from (a) information contained in the Servicer Remittance Report or (b) other information furnished to the Trustee by the Servicer pursuant to Section 4.03.

Document Certification and Exception Report:  The report attached to Exhibit F-1 hereto.

Due Date:  The day of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive of any days of grace.

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

Eligible Account:  Either (i) an account maintained with a federal or state-chartered depository institution or trust company that complies with the definition of Eligible Institution, (ii) an account maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the 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 or (iii) any other account acceptable to each Rating Agency.  Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.  Each Eligible Account shall be a separate account.

Eligible Institution:  A federal or state-chartered depository institution or trust company the commercial paper, short-term debt obligations, or other short-term deposits of which are rated “A-1+” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days (or at least “A-2” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 30 days), or the long-term unsecured debt obligations of which are rated at least “AA-” by Standard & Poor’s if the amounts on deposit are to be held in the account for no more than 365 days, and the commercial paper, short-term debt obligations or other short-term deposits of which are rated at least “P-1” by Moody’s and “F1+” by Fitch (or a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Servicer and the Trustee) (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement).

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 Prohibited Transaction Exemption (“PTE”) 2002-41, 67 Fed. Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

ERISA-Restricted Certificate:  As specified in the Preliminary Statement.

ERISA-Restricted Swap Certificate:  As specified in the Preliminary Statement.

Escrow Account:  The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

Escrow Payments:  As defined in Section 3.09(b).

Event of Default:  As defined in Section 7.01.

Excess Reserve Fund Account:  The separate Eligible Account created and maintained by the Trustee pursuant to Sections 3.07(b) and 3.07(c) in the name of the Trustee for the benefit of the Regular Certificateholders and designated “LaSalle Bank National Association in trust for registered holders of C-BASS Mortgage Loan Trust 2007-CB2, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2.”  Funds in the Excess Reserve Fund Account shall be held in trust for the Regular Certificateholders for the uses and purposes set forth in this Agreement.  Amounts on deposit in the Excess Reserve Fund Account shall not be invested.

Excess Subordinated Amount:  With respect to any Distribution Date, the excess, if any, of (a) the Subordinated Amount on such Distribution Date over (b) the Specified Subordinated Amount for such Distribution Date.

Exchange Act:  Securities Exchange Act of 1934, as amended, and its rules and regulations, as interpreted by the staff of the Commission.

Expense Fee Rate:  As to each Mortgage Loan, a per annum rate equal to the Servicing Fee Rate.

Expense Fees:  As to each Mortgage Loan, the Servicing Fee.

Extra Principal Distribution Amount:  As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

Fannie Mae:  The Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto.

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

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

Final Scheduled Distribution Date:  The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in February 2037.

First-Lien Mortgage Loan:  A Mortgage Loan secured by a first-lien Mortgage on the related Mortgaged Property.

Fitch:  Fitch, Inc., or any successor thereto.  If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention:  MBS Monitoring – C-BASS Mortgage Loan Trust 2007-CB2, or such other address as Fitch may hereafter furnish to the Depositor and the Servicer.

Fixed Rate Mortgage Loan:  A fixed rate Mortgage Loan.

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.

Gross Margin:  With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note to be added to the applicable Index to determine the Mortgage Rate.

Group I Maximum Rate Cap:  With respect to the Group I Mortgage Loans as of any Distribution Date, a per annum rate equal to the product of (1) the sum of (i) the Group I Net Maximum WAC plus (ii) the product of (A) 12 times the quotient of (x) the pro rata share (based on Interest Remittance Amount) of the Net Swap Payment and Swap Termination Payment (other than a Defaulted Swap Termination Payment), if any, made to the Supplemental Interest Trust allocable to the Group I Senior Certificates and (y) the Stated Principal Balance of the Group I Mortgage Loans as of the first day of the related Due Period and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.  

Group I Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage Loans.

Group I Net Maximum WAC:  With respect to the Group I Mortgage Loans, the average of the Net Maximum Mortgage Interest Rates for the Group I Mortgage Loans, weighted on the basis of the Stated Principal Balance of the Group I Mortgage Loans as of the first day of the related Due Period, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date.

Group I Net WAC Cap:  With respect to the Group I Mortgage Loans as of any Distribution Date, a per annum rate equal to the product of (i) 12 times the quotient of (A) the total scheduled interest on the Group I Mortgage Loans for the related Interest Accrual Period, net of Expense Fees, and the pro rata share (based on Interest Remittance Amount) of the Net Swap Payment and Swap Termination Payment (other than a Defaulted Swap Termination Payment), if any, made to the Swap Provider allocable to the Group I Senior Certificates and (B) the Stated Principal Balance of the Group I Mortgage Loans as of the first day of the related Due Period and (ii) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date.  

Group I Senior Certificates:  The Class A1 Certificates.

Group II Maximum Rate Cap:  With respect to the Group II Mortgage Loans as of any Distribution Date, a per annum rate equal to (i) the Group II Net Maximum WAC plus (ii) 12 times the quotient of (A) the pro rata share (based on Interest Remittance Amount) of the Net Swap Payment and Swap Termination Payment (other than a Defaulted Swap Termination Payment), if any, made to the Supplemental Interest Trust allocable to the Group II Senior Certificates and (B) the Stated Principal Balance of the Group II Mortgage Loans as of the first day of the related Due Period.  

Group II Mortgage Loans:  The Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage Loans.  

Group II Net Maximum WAC:  With respect to the Group II Mortgage Loans, the average of the Net Maximum Mortgage Interest Rates for the Group II Mortgage Loans, weighted on the basis of the Stated Principal Balance of the Group II Mortgage Loans as of the first day of the related Due Period, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date.

Group II Net WAC Cap:  With respect to the Group II Mortgage Loans as of any Distribution Date, a per annum rate equal to the product of (i) 12 times the quotient of (A) the total scheduled interest on the Group II Mortgage Loans for the related Interest Accrual Period, net of Expense Fees, and the pro rata share (based on Interest Remittance Amount) of the Net Swap Payment and Swap Termination Payment (other than a Defaulted Swap Termination Payment), if any, made to the Swap Provider allocable to the Group II Senior Certificates and (B) the Stated Principal Balance of the Group II Mortgage Loans as of the first day of the related Due Period and (ii) a fraction, the numerator of which is 30 and the denominator of which is 360, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date.

Group II Senior Certificates:  The Class A2-A, Class A2-B, Class A2-C, Class A2-D and Class A2-E Certificates.

Group Net WAC Cap:  The Group I Net WAC Cap or the Group II Net WAC Cap, as applicable.  

Group Subordinate Amount:  For any Distribution Date and (i) for the Group I Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the beginning of the related Due Period over the Class Certificate Balance of the Group I Senior Certificates immediately prior to the current Distribution Date, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date, and (ii) for the Group II Mortgage Loans, the excess of the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the beginning of the related Due Period over the aggregate Class Certificate Balance of the Group II Senior Certificates immediately prior to such Distribution Date, adjusted to account for prepayments during the related Due Period that were distributed on the prior Distribution Date.  

High Cost Loan:  A Mortgage Loan (a) covered by the Home Ownership and Equity Protection Act of 1994, (b) classified as a “high cost home,” “threshold,” “covered,” “high risk home,” or “predatory” loan under any other applicable federal, state or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard & Poor’s Glossary.

Home Loan:  A Mortgage Loan categorized as Home Loan pursuant to Appendix E of Standard & Poor’s Glossary.

Index:  As to each Adjustable Rate Mortgage Loan, the index from time to time in effect for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

Insurance Policy:  With respect to any Mortgage Loan included in the Trust Fund, any insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds:  With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Interest Accrual Period:  With respect to any Distribution Date and (i) with respect to the LIBOR Certificates, the period from the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) to the day prior to the current Distribution Date and calculations of interest will be made on the basis of the actual number of days in the Interest Accrual Period and on a 360-day year, and (ii) with respect to the Fixed Rate Certificates, the Class CE-1 Certificates and any uncertificated  REMIC regular interest, the calendar month immediately preceding the month in which such Distribution Date occurs, and calculations of interest will be made on the basis of a 360-day year assumed to consist of twelve 30-day months.

Interest Percentage:  With respect to any Class of Certificates and the Class CE-1 Regular Interest and any Distribution Date, the ratio (expressed as a decimal carried to six places) of the Accrued Certificate Interest for such Class to the sum of the Accrued Certificate Interest for all Classes, in each case with respect to such Distribution Date.

Interest Rate Adjustment Date:  With respect to each Adjustable Rate Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage Loan Schedule, on which the Mortgage Rate is adjusted.

Interest Remittance Amount:  With respect to any Distribution Date and the Mortgage Loans in a Loan Group, that portion of Available Funds attributable to interest relating to Mortgage Loans in that Loan Group.

Investment Account:  As defined in Section 3.12(a).

IRS:  The Internal Revenue Service.

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

LIBOR:  With respect to any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided, that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market.  In such event, the Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate.  If at least two such quotations are provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%).  If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trustee (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar loans to leading European banks.

LIBOR Certificates:  As specified in the Preliminary Statement.

LIBOR Determination Date:  With respect to any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of such Interest Accrual Period.

Liquidated Mortgage Loan:  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the Servicer has certified to the Trustee that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan including the final disposition of an REO Property.

Liquidation Proceeds:  Cash received in connection with the liquidation of a Liquidated Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise.

Loan Group:  The Group I Mortgage Loans or the Group II Mortgage Loans, as applicable.  

Loan-to-Value Ratio or LTV:  As of any date and as to any First-Lien Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal balance of the First-Lien Mortgage Loan to (a) in the case of a purchase, the lesser of (i) the sale price of the Mortgaged Property and (ii) the lesser of (y) its appraised value at the time of sale or (z) the appraised value determined by a review appraisal conducted by the Seller, or (b) in the case of a refinancing, the lesser of (i) the appraised value of the Mortgaged Property at the time of the refinancing or (ii) the appraised value determined by a review appraisal conducted by the Seller.

London Business Day:  Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lower Tier Interest:  An interest in a Lower Tier REMIC as described in the Preliminary Statement.

Lower Tier Interest Rate:  As described in the Preliminary Statement.

Lower Tier Principal Amount:  The principal balance of each Lower Tier REMIC Regular Interest, determined as set forth in the Preliminary Statement.  The Lower Tier REMIC Principal Amount shall be computed to at least eight (8) decimal places.

Lower Tier REMIC:  Lower Tier REMIC 1 or Lower Tier REMIC 2, as applicable.

Lower Tier REMIC 1:  As described in the Preliminary Statement.

Lower Tier REMIC 2:  As described in the Preliminary Statement.

Lower Tier REMIC WAC Cap:  With respect to the Mortgage Loans as of any Distribution Date, a per annum rate equal to 12 times the quotient of (A) the total scheduled interest on the Mortgage Loans for the related Interest Accrual Period, net of Expense Fees and (B) the Stated Principal Balance of the Mortgage Loans as of the first day of the related Due Period.

Maximum Mortgage Rate:  With respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in the related Mortgage Note and (ii) is the maximum interest rate to which the Mortgage Rate on such Adjustable Rate Mortgage Loan may be increased during the lifetime of such Adjustable Rate Mortgage Loan.

Middle Tier Interest:  An interest in the Middle Tier REMIC as described in the Preliminary Statement.

Middle Tier REMIC:  As described in the Preliminary Statement.

Minimum Mortgage Rate:  With respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth on the Data Tape Information and in the related Mortgage Note and (ii) is the minimum interest rate to which the Mortgage Rate on such Adjustable Rate Mortgage Loan may be decreased during the lifetime of such Adjustable Rate Mortgage Loan.

Monthly Statement:  The statement delivered to the Certificateholders pursuant to Section 4.03.

Moody’s:  Moody’s Investors Service, Inc.  If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:  Residential Mortgage Pass-Through Group, or such other address as Moody’s may hereafter furnish to the Depositor and the Servicer.

Mortgage:  The mortgage, deed of trust or other instrument identified on the Mortgage Loan Schedule as securing a Mortgage Note.

Mortgage File:  The items pertaining to a particular Mortgage Loan contained in either the Servicing File or Custodial File.

Mortgage Loan:  An individual Mortgage Loan that is the subject of this Agreement, each Mortgage Loan originally sold and subject to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment Charges, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan, excluding replaced or repurchased Mortgage Loans.

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

Mortgage Loan Schedule:  A schedule of Mortgage Loans delivered to the Trustee and referred to as Schedule I, such schedule setting forth, for each Loan Group, the Data Tape Information with respect to each Mortgage Loan.

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

Mortgage Rate:  The annual rate of interest borne on a Mortgage Note, which shall be adjusted from time to time in the case of an Adjustable Rate Mortgage Loan.

Mortgage Rate Caps:  With respect to an Adjustable Rate Mortgage Loan, the Periodic Mortgage Rate Cap, the Maximum Mortgage Rate, and the Minimum Mortgage Rate for such Mortgage Loan.

Mortgaged Property:  With respect to each Mortgage Loan, the real property (or leasehold estate, if applicable) identified on the Mortgage Loan Schedule as securing repayment of the debt evidenced by the related Mortgage Note.

Mortgagor:  The obligor(s) on a Mortgage Note.

Net Maximum Mortgage Interest Rate:  For each Mortgage Loan, (a) (i) in the case of the Adjustable Rate Mortgage Loans, the applicable maximum Mortgage Rate and (ii) in the case of the Fixed Rate Mortgage Loans, the applicable Mortgage Rate less (b) the sum of the applicable Expense Fees.

Net Monthly Excess Cash Flow:  For any Distribution Date, the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

Net Prepayment Interest Shortfall:  For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls for such Distribution Date exceeds Compensating Interest payments made with respect to such Distribution Date.

Net Swap Payment: With respect to any Distribution Date, any net payment payable by the Supplemental Interest Trust to the Swap Provider on the related Fixed Rate Payer Payment Date or by the Swap Provider to the Supplemental Interest Trust on a related Floating Rate Payer Payment Date, as the contract required.

Net Swap Receipt: With respect to any Distribution Date, any net payment (other than a Swap Termination Payment) made by the Swap Provider to the Supplemental Interest Trust on the related Floating Rate Payer Payment Date (as defined in the Swap Agreement), or any amount withdrawn from the reserve account referred to in the last full paragraph of Section 4.06 that is required under that paragraph be treated as a Net Swap Receipt for purposes of determining the distributions from the Supplemental Interest Account.

Non-Delay Certificates:  As specified in the Preliminary Statement.

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

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

Nonrecoverable Servicing Advance:  Any Servicing Advances previously made or proposed to be made in respect of a Mortgage Loan or REO Property, which, in accordance with Accepted Servicing Practices, will not or, in the case of a proposed Servicing Advance, would not be ultimately recoverable from related Late Collections.

Non U.S. Person:  A person that is not a U.S. Person.

Notice of Final Distribution:  The notice to be provided pursuant to Section 9.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Offered Certificates:  As specified in the Preliminary Statement.

Officer’s Certificate:  A certificate signed by an officer of the Servicer or Subservicer with responsibility for the servicing of the Mortgage Loans whose name is listed on a list delivered to the Trustee pursuant to this Agreement.

Opinion of Counsel:  A written opinion of counsel, who may be in-house counsel for the Servicer or any Subservicer, reasonably acceptable to the Trustee; provided, that any Opinion of Counsel relating to (a) qualification of any Trust REMIC or (b) compliance with the REMIC Provisions, must be (unless otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in fact independent of the Servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the Servicer of the Mortgage Loans or in an affiliate of the Servicer and (iii) is not connected with the Servicer of the Mortgage Loans as an officer, employee, director or person performing similar functions.

Optional Termination Date:  The Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or less of the Cut-off Date Pool Principal Balance.

OTS:  Office of Thrift Supervision, and any successor thereto.

Outstanding:  With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i)

Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(ii)

Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan:  As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Principal Prepayment in Full prior to such Due Date and which did not become a Liquidated Mortgage Loan prior to such Due Date.

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.

P&I Advance:  As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Remittance Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to Section 4.01.

Pass-Through Margin:  With respect to each Class of Regular Certificates prior to and including the Optional Termination Date, the following percentages:  Class A1 Certificates, 0.135%; Class A2-A Certificates, 5.891%; Class A2-B Certificates, 5.505%; Class A2-C Certificates, 5.623%; Class A2-D Certificates, 5.882%; Class A2-E Certificates, 5.683%; Class M-1 Certificates, 0.250%; Class M-2 Certificates, 0.280%; Class M-3 Certificates, 0.340%; Class M-4 Certificates, 0.400%; Class M-5 Certificates, 0.470%; Class M-6 Certificates, 0.520%; Class B-1 Certificates, 1.150%; Class B-2 Certificates, 1.400%; Class B-3 Certificates, 2.000%; and Class B-4 Certificates, 6.750%.  On the first Distribution Date after the Optional Termination Date, the Pass-Through Margins shall increase to: Class A1 Certificates, 0.270%; Class A2-A Certificates, 6.391%; Class A2-B Certificates, 6.005%; Class A2-C Certificates, 6.123%; Class A2-D Certificates, 6.382%; Class A2-E Certificates, 6.183%; Class M-1 Certificates, 0.375%; Class M-2 Certificates, 0.420%; Class M-3 Certificates, 0.510%; Class M-4 Certificates, 0.600%; Class M-5 Certificates, 0.705%; Class M-6 Certificates, 0.780%; Class B-1 Certificates, 1.725%; Class B-2 Certificates, 2.100%; Class B-3 Certificates, 3.000%; and Class B-4 Certificates, 7.250%.

Pass-Through Rate:  For each Class of Certificates and each Class of Upper Tier REMIC Regular Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

PCAOB:  The Public Company Accounting Oversight Board.  

Percentage Interest:  As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Periodic Mortgage Rate Cap:  With respect to an Adjustable Rate Mortgage Loan, the periodic limit on each Mortgage Rate adjustment as set forth in the related Mortgage Note.

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

(i)

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

(ii)

demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution and rated “F1+” by Fitch, “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

(iii)

repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(iv)

securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any state thereof and that are rated by Standard & Poor’s and Moody’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Rating Agency that rates such securities in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(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 30 days after the date of acquisition thereof) that is rated by Standard & Poor’s and Moody’s (in each case, to the extent they are designated as Rating Agencies in the Preliminary Statement), and by each other Agency that rates such securities in its highest short-term unsecured debt rating available at the time of such investment;

(vi)

units of money market funds, including money market funds managed or advised by the Depositor or the Trustee or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAAm” or “AAAm-G” by Standard & Poor’s and, if rated by Fitch, at least “AAA” by Fitch; and

(vii)

if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to each of the Rating Agencies as a permitted investment of funds backing “Aaa” or “AAA” rated securities;

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

Permitted Transferee:  Any 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 Trust 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.

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

Physical Certificates:  As specified in the Preliminary Statement.

Pool Stated Principal Balance:  As to any Distribution Date, the aggregate of the Stated Principal Balances of the Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans on the Due Date in the related Due Period.

Prepayment Charge:  Any prepayment premium, penalty or charge collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment pursuant to the terms of the related Mortgage Note.

Prepayment Interest Excess:  With respect to any Remittance Date, for each Mortgage Loan that was the subject of a Principal Prepayment in Full during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Remittance Date occurs and the last day of the related Prepayment Period, an amount equal to interest at the applicable Mortgage Rate (net of the Servicing Fee Rate) on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Remittance Date occurs and ending on the date on which such Principal Prepayment is so applied.

Prepayment Interest Shortfall:  With respect to any Distribution Date, for each Mortgage Loan that was, during the related Prepayment Period, the subject of a Principal Prepayment in Full that was applied by the Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the related Due Date, an amount equal to interest at the applicable Mortgage Rate (net of the Servicing Fee Rate) on the amount of such Principal Prepayment in Full for the number of days commencing on the date on which the prepayment is applied and ending on the last day of the prior calendar month.

Prepayment Period:  With respect to any Distribution Date, the period commencing on the 16th day of the calendar month preceding the calendar month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from February 1, 2007) and ending on the 15th day of the calendar month in which the related Distribution Date occurs.

Prime Rate:  The most recently available prime rate published in the Money Rates section of The Wall Street Journal as of any date of determination.

Principal Certificates:  As specified in the Preliminary Statement.

Principal Distribution Amount:  For any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Extra Principal Distribution Amount for such Distribution Date.

Principal Prepayment:  Any full or partial payment or other recovery of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan) which is received in advance of its scheduled Due Date, excluding any Prepayment Charge thereon and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

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

Principal Remittance Amount:  With respect to any Distribution Date, the amount equal to the sum of the following amounts (without duplication) with respect to the related Due Period:  (i) each scheduled payment of principal on a Mortgage Loan due during such Due Period and received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date, (ii) all Principal Prepayments received during the related Prepayment Period; (iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable to principal, and all Subsequent Recoveries, actually collected by the Servicer during the related Prepayment Period; (iv) the portion of the Repurchase Price allocable to principal with respect to each repurchased Mortgage Loan that was repurchased on or prior to the related Determination Date; (v) all Substitution Adjustment Amounts allocable to principal with respect to the substitutions of Mortgage Loans that occur on or prior to the related Determination Date; and (vi) the allocable portion of the proceeds received with respect to the termination of the Trust Fund pursuant to clause (a) of Section 9.01 (to the extent such proceeds relate to principal).

Private Certificates:  As specified in the Preliminary Statement.

Prospectus Supplement:  The Prospectus Supplement, dated February 26, 2007, relating to the Offered Certificates.

PTCE 95-60:  As defined in Section 5.02(b).

Rating Agency:  Each of the Rating Agencies specified in the Preliminary Statement.  If such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee.  References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.  For purposes of Section 10.05(c), the addresses for notices to each Rating Agency shall be the address specified therefor in the definition corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Servicer.

Realized Losses:  With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net of the expenses incurred by the Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

Record Date:  With respect to any Distribution Date for (i) the LIBOR Certificates, the close of business on the Business Day immediately preceding such Distribution Date; provided, however, that, for any Certificate issued in definitive form, the Record Date shall be the close of business on the last Business Day of the month preceding the month in which such applicable Distribution Date occurs and (ii) the Fixed-Rate Certificates, the last Business Day of the month preceding the month in which such applicable Distribution Date occurs.

Reference Bank:  As defined in Section 4.04.

Regular Certificates:  As specified in the Preliminary Statement.

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

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

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

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

REMIC Swap Rate: For each Distribution Date (and the related Interest Accrual Period) a per annum rate equal to 10.244%.

Remittance Date:  With respect to any Distribution Date, one Business Day prior to such Distribution Date.

REO Disposition:  The final sale by the Servicer of any REO Property.

REO Imputed Interest:  As to any REO Property, for any period, an amount equivalent to interest (at the Mortgage Rate net of the Servicing Fee Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid principal balance of the Mortgage Loan as of the date of acquisition thereof (as such balance is reduced pursuant to Section 3.17 by any income from the REO Property treated as a recovery of principal).

REO Mortgage Loan:  A Mortgage Loan where title to the related Mortgaged Property has been obtained by the Servicer in the name of the Trustee on behalf of the Certificateholders.

REO Property:  A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Reportable Event:  As defined in Section 8.12(g).

Repurchase Price:  With respect to any Mortgage Loan or REO Property, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, or, with respect to any REO Property, its fair market value determined in good faith by the Servicer, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Rate from the last date through which interest has been paid to the date of repurchase, (iii) all unreimbursed Servicing Advances and (iv) all expenses incurred by the Trustee arising out of the Trustee’s enforcement of the Seller’s repurchase obligation hereunder including any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory or abusive lending law.

Request for Release:  The Request for Release submitted by the Servicer to the Trustee or the Custodian, substantially in the form of Exhibit J.

Residual Certificates:  As specified in the Preliminary Statement.

Responsible Officer:  When used with respect to the Trustee, any vice president, any assistant vice president, any assistant secretary, any assistant treasurer, any associate, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and in each case who shall have direct responsibility for the administration of this Agreement.

Rule 144A Letter:  As defined in Section 5.02(b).

Sarbanes Certification:  As defined in Section 8.12(b).

Scheduled Payment:  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan which, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on such Mortgage Loan.

Second-Lien Mortgage Loan:  A Mortgage Loan secured by a second-lien Mortgage on the related Mortgaged Property.

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

Seller:  Credit-Based Asset Servicing and Securitization LLC, a Delaware limited liability company, and its successors in interest.

Senior Enhancement Percentage:  With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the Subordinated Certificates and (ii) the Subordinated Amount (in each case after taking into account the distributions of the Principal Distribution Amount and any principal payments on such Classes from the Supplemental Interest Trust for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

Senior Specified Enhancement Percentage:  As of any date of determination, 38.90%.

Servicer:  Litton Loan Servicing LP, a Delaware limited partnership, and its successors in interest, and if a successor servicer is appointed hereunder, such successor.

Servicer Remittance Report:  As defined in Section 4.03(d).

Servicing Advances:  The customary, reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property and (iv) the performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15.  The Servicing Advances shall also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection with any satisfaction or foreclosure in respect of any Mortgage Loan to the extent not recovered from the Mortgagor or otherwise payable under this Agreement.  The Servicer shall not be required to make any Nonrecoverable Servicing Advances.

Servicing Criteria:  The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time a form of which as of the Closing Date is listed on Exhibit N.

Servicing Fee:  With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in Full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the applicable Stated Principal Balance of such Mortgage Loan as of the first day of such calendar month.  Such fee shall be payable monthly, and shall be prorated for any portion of a month during which the Mortgage Loan is serviced by the Servicer under this Agreement.  The Servicing Fee is payable solely from the interest portion (including recoveries with respect to interest from Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, Condemnation Proceeds and proceeds received with respect to REO Properties) of such Scheduled Payment collected by the Servicer, or as otherwise provided under Section 3.11.

Servicing Fee Rate:  With respect to each Mortgage Loan, for so long as Litton is the servicer of such Mortgage Loan, 0.15% per annum, otherwise 0.50% per annum.

Servicing File:  With respect to each Mortgage Loan, the file retained by the Servicer consisting of originals or copies of all documents in the Mortgage File which are not delivered to the Trustee or the Custodian in the Custodial File and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.

Servicing Officer:  Any employee or 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 to the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended.

Servicing Rights Pledgee:  One or more lenders, selected by the Servicer, to which the Servicer may pledge and assign all of its right, title and interest in, to and under this Agreement pursuant to and as provided in Section 6.06.

Similar Law:  As defined in Section 5.02(b).

60+ Day Delinquent Mortgage Loan:  With respect to any date of determination, each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, two months or more past due, each Mortgage Loan in foreclosure, all REO Properties and each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing Date.

Special Hazard Losses:  Realized Losses that result from direct physical damage to Mortgaged Properties caused by natural disasters and other hazards (i) that are not covered by hazard insurance policies (such as earthquakes) and (ii) for which claims have been submitted and rejected by the related hazard insurer and any shortfall in Insurance Proceeds for partial damage due to the application of the co-insurance clauses contained in hazard insurance policies.

Specified Subordinated Amount:  Prior to the Stepdown Date, an amount equal to 2.95% of the Cut-off Date Pool Principal Balance.  On and after the Stepdown Date, an amount equal to 5.90% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, subject, until the Class Certificate Balance of each Class of Principal Certificates has been reduced to zero, to a minimum amount equal to 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; provided, however, that if, on any Distribution Date, a Trigger Event exists, the Specified Subordinated Amount shall not be reduced to the applicable percentage of the then current aggregate Stated Principal Balance of the Mortgage Loans but instead remain the same as the prior period’s Specified Subordinated Amount until the Distribution Date on which a Trigger Event no longer exists.  When the Class Certificate Balance of each Class of Principal Certificates has been reduced to zero, the Specified Subordinated Amount will thereafter equal zero.

Standard & Poor’s:  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.  If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(c) the address for notices to Standard & Poor’s shall be Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention:  Residential Mortgage Surveillance Group – C-BASS Mortgage Loan Trust 2007-CB2, or such other address as Standard & Poor’s may hereafter furnish to the Depositor and the Servicer.

Standard & Poor’s Glossary:  The Standard & Poor’s LEVELS(R) Glossary, in effect as of the Closing Date.

Startup Day:  The Closing Date.

Stated Principal Balance:  As to each Mortgage Loan and as of any date of determination, (i) the principal balance of the Mortgage Loan at the Cut-off Date after giving effect to payments of principal due on or before such date (whether or not received), minus (ii) all amounts previously remitted to the Trustee with respect to the related Mortgage Loan representing payments or recoveries of principal including advances in respect of scheduled payments of principal.  For purposes of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will give effect to any scheduled payments of principal received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date and any unscheduled principal payments and other unscheduled principal collections received during the related Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that has prepaid in full or has been liquidated during the related Prepayment Period shall be zero.

Stepdown Date:  The later to occur of (i) the earlier to occur of (a) the Distribution Date in March 2010 and (b) the Distribution Date following the Distribution Date on which the aggregate Class Certificate Balances of the Class A Certificates have been reduced to zero and (ii) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans applied to reduce the Stated Principal Balance of the Mortgage Loans for the applicable Distribution Date but prior to any applications of Principal Distribution Amount to the Certificates on such Distribution Date) is greater than or equal to the Senior Specified Enhancement Percentage.

Subcontractor:  Any third-party or Affiliated vendor, subcontractor or other Person utilized by a Servicer, a Subservicer, the Trustee or the Custodian, as applicable, that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans.

Subordinate Maximum Rate Cap:  With respect to (i) the Class M, Class B-1, Class B-2 and Class B-3 Certificates as of any Distribution Date, a per annum rate equal to the product of (A) the weighted average of the Group I Maximum Rate Cap and the Group II Maximum Rate Cap, weighted on the basis of the Group Subordinate Amount for Group I and the Group Subordinate Amount for Group II, respectively and (B) in the case of the Group I Maximum Rate Cap, 1, and in the case of the Group II Maximum Rate Cap, a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period and (ii) the Class B-4 Certificates as of any Distribution Date, a per annum rate equal to the weighted average of the Group I Maximum Rate Cap (multiplied by a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period, and the denominator of which is 30) and the Group II Maximum Rate Cap, weighted on the basis of the Group Subordinate Amount for Group I and the Group Subordinate Amount for Group II, respectively.  

Subordinate Net WAC Cap:  With respect to (i) the Class M, Class B-1, Class B-2 and Class B-3 Certificates as of any Distribution Date, a per annum rate equal to the product of (A) the weighted average of the Group I Net WAC Cap and the Group II Net WAC Cap, weighted on the basis of the Group Subordinate Amount for Group I and the Group Subordinate Amount for Group II, respectively and (B) in the case of the Group I Net WAC Cap, 1, and in the case of the Group II Net WAC Cap, a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period and (ii) the Class B-4 Certificates as of any Distribution Date, a per annum rate equal to the weighted average of the Group I Net WAC Cap (multiplied by a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period, and the denominator of which is 30) and the Group II Net WAC Cap, weighted on the basis of the Group Subordinate Amount for Group I and the Group Subordinate Amount for Group II, respectively.  

Subordinated Amount:  As of any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over (b) the aggregate of the Class Certificate Balances of the Principal Certificates as of such Distribution Date (after giving effect to the payment of the Principal Remittance Amount on such Certificates on such Distribution Date).

Subordinated Certificates:  As specified in the Preliminary Statement.

Subordination Deficiency:  With respect to any Distribution Date, the excess, if any, of (a) the Specified Subordinated Amount applicable to such Distribution Date over (b) the Subordinated Amount applicable to such Distribution Date.

Subordination Reduction Amount:  With respect to any Distribution Date, an amount equal to the lesser of (a) the Excess Subordinated Amount and (b) the Net Monthly Excess Cash Flow.

Subsequent Recovery:  With respect to any Mortgage Loan or related Mortgaged Property that became a Liquidated Mortgage Loan or was otherwise disposed of, all amounts received in respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount related to such Mortgage Loan or Mortgaged Property is allocated to reduce the Class Certificate Balance of any Class of Subordinated Certificates.  Any Subsequent Recovery that is received during a Prepayment Period will be included as part of the Principal Remittance Amount for the related Distribution Date.

Subservicer:  Any Person that services Mortgage Loans on behalf of a Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by a Servicer under this Agreement, with respect to some or all of the Mortgage Loans, that are identified in Item 1122(d) of Regulation AB.

Subservicing Account:  As defined in Section 3.08.

Subservicing Agreements:  As defined in Section 3.02(a).

Substitute Mortgage Loan:  A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit J, (i) have a Stated Principal Balance, after deduction of all Scheduled Payments due in the month of substitution, not in excess of the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate not lower than and not more than 1% higher than that of the Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan; and (v) comply with each representation and warranty set forth in Section 2.03.

Substitution Adjustment Amount:  As defined in Section 2.03.

Supplemental Interest Trust:  The corpus of a trust created pursuant to Section 4.06 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Supplemental Interest Trust Account and the right to receive amounts as provided in Section 4.02, subject to the obligation to pay the amounts specified in Section 4.06.

Supplemental Interest Trust Account:  As defined in Section 4.06 hereof.

Swap Agreement:  The interest rate swap agreement, dated February 28, 2007, between the Swap Provider and the Seller, subject to that certain Novation Agreement dated February 28, 2007 among the Seller, as transferor, the Swap Provider, as remaining party, and the Trustee of the Supplemental Interest Trust, as transferee, a copy of which is attached hereto as Exhibit V.

Swap Early Termination: The occurrence of an “Early Termination Date,” as such term is defined in the Swap Agreement.

Swap Provider:  The swap provider under the Swap Agreement.  Initially, the Swap Provider shall be Barclays Bank PLC.

Swap Termination Payment: Any payment payable by the Supplemental Interest Trust or the Swap Provider upon termination of the Swap Agreement as a result of an Event of Default (as defined in the Swap Agreement) or a Termination Event (as defined in the Swap Agreement).

Tax Matters Person:  The Holder of the Residual Certificates designated as “tax matters person” of each related REMIC, in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

Tax Service Contract:  As defined in Section 3.09(a).

Telerate Page 3750:  The display page currently so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for displaying comparable rates or prices).

Termination Price:  As defined in Section 9.01.

Total Monthly Excess Spread:  As to any Distribution Date, an amount equal to the excess, if any, of (i) the interest on the Mortgage Loans (other than Prepayment Interest Excesses) received by the Servicer on or prior to the related Determination Date or advanced by the Servicer for the related Remittance Date (net of Expense Fees) over (ii) the sum of (A) the amounts payable to the Certificates pursuant to Section 4.02(a)(i) on such Distribution Date and (B) any Net Swap Payments to the Swap Provider.

Transfer:  Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

Transfer Affidavit:  As defined in Section 5.02(c).

Transferor Certificate:  As defined in Section 5.02(b).

Trigger Event:  Either a Cumulative Loss Trigger Event or a Delinquency Trigger Event.

Trust:  The express trust created hereunder in Section 2.01(b).

Trust Fund:  The corpus of the trust created hereunder consisting of the Mortgage Loans and all interest and principal with respect thereto received on or after the related Cut-off Date, other than such amounts which were due on the Mortgage Loans on or prior to the related Cut-off Date; (ii) the Collection Account, Excess Reserve Fund Account, the Distribution Account, and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and (iv) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trust REMIC:  Any of the Lower Tier REMIC 1, Lower Tier REMIC 2, the Middle Tier REMIC, the Upper Tier REMIC, the Class B-4 REMIC, the Class P REMIC or the Class CE REMIC, as applicable.

Trustee:  LaSalle Bank National Association, and its successors in interest and, if a successor trustee is appointed hereunder, such successor.

Underwriters’ Exemption:  Any exemption listed under footnote 1 of, and amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), or any successor exemption.

Unpaid Interest Amount:  As of any Distribution Date and any Class of Certificates, the sum of (a) the portion of the Accrued Certificate Interest Distribution Amount from Distribution Dates prior to the current Distribution Date remaining unpaid immediately prior to the current Distribution Date and (b) interest on the amount in clause (a) above at the applicable Pass-Through Rate (to the extent permitted by applicable law).

Unpaid Realized Loss Amount:  With respect to any Class of Subordinated Certificates and as to any Distribution Date, is the excess of (i) Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recovery on all previous Distribution Dates.  Any amounts distributed to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

Upper Tier REMIC:  As described in the Preliminary Statement.

Upper Tier Regular Interest:  As described in the Preliminary Statement.

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 Rights:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  As of any date of determination, (a) 1% of all Voting Rights shall be allocated to the Class CE-1 Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the Class P Certificates, if any, and (c) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01

Conveyance of Mortgage Loans.  (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund (including all of the rights of the Depositor under the Mortgage Loan Purchase Agreement), and the Trustee, on behalf of the Trust, hereby accepts the Trust Fund.  

In connection with such transfer and assignment, the Seller, on behalf of the Depositor, does hereby deliver or cause to be delivered to, and deposit with the Custodian, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so transferred and assigned:

(i)

the original Mortgage Note, endorsed either (A) in blank or (B) in the following form:  “Pay to the order of LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2, without recourse,” or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note;

(ii)

the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording;

(iii)

an original Assignment of Mortgage, in form and substance acceptable for recording.  The Mortgage shall be assigned either (A) in blank or (B) to “LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2, without recourse”;

(iv)

an original or a certified copy of any intervening assignment of Mortgage showing a complete chain of assignments;

(v)

the original or a certified copy of lender’s title insurance policy; and

(vi)

the original or copies of each assumption, modification, written assurance or substitution agreement, if any.

If any of the documents referred to in Section 2.01(b)(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian no later than the Closing Date, of a copy of each such document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original.  The Seller shall deliver or cause to be delivered to the Custodian promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 120 days to cure such defect or 150 days following the Closing Date, in the case of missing Mortgages or Assignments or deliver such missing document to the Custodian.  If the Seller does not cure such defect or deliver such missing document within such time period, and the failure to cure or deliver a missing document has a material adverse effect on the certificateholders, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.

The Servicer shall cause the Assignments of Mortgage which were delivered in blank to be completed and shall cause all Assignments referred to in Section 2.01(a)(iii) hereof and, to the extent necessary, in Section 2.01(a)(iv) hereof to be recorded.  The Servicer shall be required to deliver such assignments for recording within 30 days of the Closing Date.  The Servicer shall furnish the Custodian with a copy of each Assignment of Mortgage submitted for recording.  In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Servicer shall promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded.

In the event that any Assignments of Mortgage are not recorded or are improperly recorded, neither the Trustee nor the Servicer shall have any liability for its failure to receive or act on notices not received related to such Assignment of Mortgage.

In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly following the Closing Date the Servicer shall cause to be completed such endorsements in the following form:  “Pay to the order of LaSalle Bank National Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2, without recourse.”

The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreement.

The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a “High Cost Home Loan” as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.

(b)

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “C-BASS Mortgage Loan Trust 2007-CB2” and LaSalle Bank National Association is hereby appointed as Trustee in accordance with the provisions of this Agreement.  The Trust’s fiscal year is the calendar year.

(c)

The Trust shall have the capacity, power and authority, and the Trustee on behalf of the Trust is hereby authorized, to accept the sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Depositor in and to the Trust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

The Trustee is hereby directed to execute and deliver the Swap Agreement on behalf of Party B (as defined in the Swap Agreement) and to exercise the rights, perform the obligations, and make the representations of Party B thereunder, solely in its capacity as Trustee on behalf of Party B (as defined in the Swap Agreement) and not in its individual capacity.  The Seller, the Servicer, the Depositor and the Holders of the applicable Certificates by acceptance of their Certificates acknowledge and agree that (i) the Trustee shall execute and deliver the Swap Agreement on behalf of Party B (as defined in the Swap Agreement) and (ii) the Trustee shall exercise the rights, perform the obligations and make the representations of Party B thereunder, solely in its capacity as Trustee on behalf of Party B (as defined in the Swap Agreement) and not in its individual capacity.  Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee shall apply to the Trustee’s execution of the Swap Agreement, and to the performance of its duties and satisfaction of its obligations thereunder.

Section 2.02

Acceptance by the Trustee of the Mortgage Loans.  The Trustee acknowledges the receipt by the Custodian on its behalf, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that the Custodian on behalf of the Trust Fund holds and will hold such documents and the other documents delivered to it constituting a Mortgage File pursuant to the Custodial Agreement, and that the Custodian on behalf of the Trust Fund holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee agrees to cause the Custodian to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit E hereto.

The Trustee agrees, for the benefit of the Certificateholders, to cause the Custodian to review each Mortgage File within 60 days after the Closing Date (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to cause the Custodian to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Data Tape Information that corresponds to items (1), (2), (3), (9), (31) and (33) (but only as to whether the Mortgage Loan has a Prepayment Charge) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File, (iv) all Assignments of Mortgage or intervening assignments of mortgage, as applicable, have been submitted for recording and (v) each Mortgage Note has been endorsed as provided in Section 2.01(a)(i) of this Agreement and each Mortgage has been assigned in accordance with Section 2.01(a)(iii) of this Agreement.  It is herein acknowledged that, in conducting such review the Custodian is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

Prior to the first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.

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

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

Section 2.03

Repurchase or Substitution of Mortgage Loans by the Seller.

(a)

Upon discovery or receipt from the Custodian of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or receipt from the Depositor, the Seller, the Servicer, or the Custodian of the breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee (or the Custodian, as applicable) shall promptly notify the Seller and the Servicer of such defect, missing document or breach and request that the Seller deliver such missing document or cure such defect or breach within 120 days or 150 days following the Closing Date, in the case of missing Mortgages or Assignments from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, and such breach or defect materially and adversely affects the interests of the certificateholders, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement and inform the Seller of its obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 120 day period (subject to Section 2.03(e)); provided that, in connection with any such breach that could not reasonably have been cured within such 120 day or 150 day period, if the Seller shall have commenced to cure such breach within such 120 day or 150 day period, the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period provided under the Mortgage Loan Purchase Agreement.  The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and, upon receipt of written certification from the Servicer of such deposit, the Trustee shall cause the Custodian to release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan released pursuant hereto and neither the Trustee nor the Custodian shall have any further responsibility with regard to such Mortgage File.  In lieu of repurchasing any such Mortgage Loan as provided above, the Seller may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Defective Mortgage Loan) and substitute one or more Eligible Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d).  It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

(b)

 [Reserved].

(c)

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

(d)

Any substitution of Eligible Substitute Mortgage Loans for Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date.  As to any Defective Mortgage Loan for which the Seller substitutes an Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected by the Seller delivering to the Custodian on behalf of the Trustee, for such Eligible Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01(b), together with an Officers’ Certificate providing that each such Eligible Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as described below), if any, in connection with such substitution.  The Trustee shall acknowledge (or cause the Custodian to acknowledge) receipt for such Eligible Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, shall review (or cause the Custodian to review) such documents as specified in Section 2.02 and deliver (or cause the Custodian to deliver) to the Servicer, with respect to such Eligible Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon.  Within one year of the date of substitution, the Trustee shall deliver (or cause the Custodian to deliver) to the Servicer a certification substantially in the form of Exhibit F-2 hereto with respect to such Eligible Substitute Mortgage Loan(s), with any applicable exceptions noted thereon.  Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Seller.  For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Defective Mortgage Loan in the Due Period preceding the month of substitution and the Depositor or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Defective Mortgage Loan.  The Seller shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Defective Mortgage Loan from the terms of this Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the Custodian.  Upon such substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Seller, the Mortgage Loan Purchase Agreement, including, in the case of a substitution effected by the Seller all applicable representations and warranties thereof included in the Mortgage Loan Purchase Agreement and all applicable representations and warranties thereof set forth in Section 2.04, in each case as of the date of substitution.

For any month in which the Seller substitutes one or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer will determine the amount (the “Substitution Adjustment Amount”), if any, by which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the principal balance thereof as of the date of substitution, together with one month’s interest on such principal balance at the applicable Net Mortgage Interest Rate.  On the date of such substitution, the Seller will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Adjustment Amount, if any, and upon receipt by the Trustee or the Custodian of the related Eligible Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, the Trustee shall cause the Custodian to release to the Seller the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall deliver to it and as shall be necessary to vest therein any Defective Mortgage Loan released pursuant hereto.

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

(e)

Upon discovery by the Seller, the Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties.  In connection therewith, the Seller shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Eligible Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan.  In addition, upon discovery that a Mortgage Loan is defective in a manner that would cause it to be a “defective obligation” within the meaning of Treasury regulations relating to REMICs, the Seller shall cure the defect or make the required purchase or substitution no later than 90 days after the discovery of the defect.  Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a), if made by the Seller.  The Trustee shall cause the Custodian to reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.

Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that any functions with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.01, 2.02 and 2.03 and preparation and delivery of the certifications in the form of Exhibit E and Exhibits F-1 and F-2 shall be performed by the Custodian pursuant to the terms and conditions of the Custodial Agreement.  The fees and expenses of the Custodian shall be paid by the Servicer.

Section 2.04

Representations and Warranties of the Seller with Respect to the Mortgage Loans.  The Seller hereby represents and warrants to the Trustee for the benefit of the Certificateholders and the Depositor that as of the Closing Date or as of such other date specifically provided herein:

(a)

The representations and warranties made by the Seller pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby being made to the Trustee and are true and correct as of the Closing Date.

(b)

Any written agreement between the Mortgagor in respect of a Mortgage Loan and the Servicer modifying such Mortgagor’s obligation to make payments under the Mortgage Loan (such modified Mortgage Loan, a “Modified Mortgage Loan”) involved some assessment of the Mortgagor’s ability to repay the Modified Mortgage Loan.

With respect to the representations and warranties set forth in this Section 2.04 that are made to the best of the Seller’s knowledge or as to which the Seller has no knowledge, if it is discovered by the Depositor, the Seller, the Servicer, the Trustee or the Custodian that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Certificateholders then, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

Upon discovery by the Depositor, the Seller, the Servicer, the Trustee or the Custodian of a breach of any of the representations and warranties contained in this Section that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Certificateholders, the party discovering the breach shall give prompt written notice to the others and in no event later than two Business Days from the date of such discovery.  Within ninety days of its discovery or its receipt of notice of any such missing or materially defective documentation or any such breach of a representation or warranty, the Seller shall promptly deliver such missing document or cure such defect or breach in all material respects, or in the event such defect or breach cannot be cured, the Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Fund and substitute for it one or more Eligible Substitute Mortgage Loans, in either case, in accordance with Section 2.03.

It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Certificateholders and the Depositor notwithstanding any restrictive or qualified endorsement or assignment.  It is understood and agreed that the obligations of the Seller set forth in Section 2.03(a) to cure, substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies available to the Depositor and to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.04.

Section 2.05

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

(i)

The Servicer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all licenses necessary to carry on its business as now being conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Servicer to conduct its business as it is presently conducted, and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;

(ii)

The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the certificate of formation or the limited partnership agreement of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

(iii)

The Servicer is an approved seller/servicer of conventional mortgage loans for Fannie Mae, and is an FHA Approved Mortgagee in good standing to service mortgages and has not been suspended as a mortgagee or servicer by the FHA and has the facilities, procedures and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans.  The Servicer is, and shall remain for as long as it is servicing the Mortgage Loans hereunder, in good standing as an FHA Approved Mortgagee and servicer of mortgage loans for HUD, Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with HUD, Fannie Mae, Freddie Mac or FHA eligibility requirements or which would require notification to any of HUD, Fannie Mae, Freddie Mac or FHA;

(iv)

This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy laws and general principles of equity;

(v)

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;

(vi)

There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or that would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

(vii)

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

(viii)

Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading; and

(ix)

The Servicer has accurately and fully reported, and will continue to accurately and fully report, its borrower credit files to each of the credit repositories in a timely manner.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders.  Upon discovery by any of the Depositor, the Servicer, the Seller or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto.

Section 2.06

Representations and Warranties of the Seller.  The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that as of the Closing Date or as of such date specifically provided herein:

(i)

The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged.  The Seller is duly qualified to do business 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 (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties.

(ii)

The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.  When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.

(iii)

The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted.  It 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 consents, licenses, approvals or authorizations, or registrations or declarations 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 conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its Limited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or