POOLING AND SERVICING AGREEMENT

EXHIBIT 4.1

MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.,

Depositor

UBS REAL ESTATE SECURITIES INC.,

Transferor

WELLS FARGO BANK, N.A.,

Master Servicer, Trust Administrator and Custodian

U.S. BANK NATIONAL ASSOCIATION,

Trustee

_____________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2007

_____________________________________________

STARM MORTGAGE LOAN TRUST 2007-2

MORTGAGE PASS-THROUGH CERTIFICATES, Series 2007-2

 

 

TABLE OF CONTENTS

THIS POOLING AND SERVICING AGREEMENT, dated as of March 1, 2007, among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the “Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as transferor (the “Transferor”), WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”), as trust administrator (in such capacity, the “Trust Administrator”) and as custodian (in such capacity, the “Custodian”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).

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

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. For federal income tax purposes, the Trust Fund will consist of three real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the “Sub-WAC REMIC,” the “Strip REMIC” and the “Master REMIC,” respectively).  Each Certificate, other than the Class A-LR and Class A-UR Certificates, will represent ownership of one or more regular interests in the Master REMIC for purposes of the REMIC Provisions. The Class A-LR Certificate will represent ownership of the sole class of residual interest in the Sub-WAC REMIC.  The Class A-UR Certificate will represent ownership of the sole class of residual interest in each of the Strip REMIC and the Master REMIC.  The Master REMIC will hold as assets the several classes of uncertificated Strip REMIC Interests (other than the ST-A-UR Interest).  The Strip REMIC will hold as assets the several classes of uncertificated Sub-WAC REMIC Interests (other than the SW-A-LR Interest).  The Sub-WAC REMIC will hold as assets all the property of the Trust Fund.  For federal income tax purposes, each Sub-WAC REMIC Interest, Strip REMIC Interest and Master REMIC Interest (except the SW-A-LR Interest, the ST-A-UR Interest and the A-UR Interest) is hereby designated as a regular interest in its issuing REMIC.  The latest possible maturity date of all REMIC regular interests created hereby shall be the Latest Possible Maturity Date.

The Sub-WAC REMIC Interests will have the initial balances, pass-through rates and corresponding Loan Groups (as designated in the fourth column of the table below, hereafter, the "Corresponding Loan Groups") as set forth in the following table:

 

 

On each Distribution Date, the interest funds and the principal distribution amounts of the Corresponding Loan Groups will be distributed with respect to the corresponding Sub-WAC REMIC Interests in the following manner:

(1)   Interest .  Interest is to be distributed with respect to each Sub-WAC REMIC Interest at the rate, or according to the formulas, described above;

(2) Principal, if no Cross-Over Situation Exists .  If no Cross-Over Situation exists with respect to any Class of Sub-WAC REMIC Interests, principal amounts arising with respect to each of Loan Group will be allocated: first to cause the Loan Group’s corresponding Class A and Class B Interests to equal, respectively, 0.9% of the Subordinate Portion of such Loan Group and 0.1% of the Subordinate Portion of such Loan Group; and second to the Loan Group’s corresponding Class C Interest;

(3) Principal, if a Cross-Over Situation Exists .  If a Cross-Over Situation exists with respect to the Class A and Class B Interests:

In each case, Principal Relocation Payments will be made so as to cause the Calculation Rate in respect of the outstanding Class A and Class B Interests to equal the Subordinate Pass-Through Rate.  With respect to each Corresponding Loan Group, if (and to the extent that) the sum of (a) the principal payments received during the due period and (b) the realized losses, are insufficient to make the necessary reductions of principal on the Class A and Class B Interests, then interest will be added to the Loan Group’s Class C Interest.

 

 

The following table specifies the class designation, interest rate, and principal amount for each class of Strip REMIC Interest:

 

 

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(1)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans.

(2)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans.

(3)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 3 Mortgage Loans.

(4)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 4 Mortgage Loans.

(5)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Weighted Average Adjusted Net Mortgage Rate of the Group 5 Mortgage Loans.

(6)           The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this Strip REMIC Interest is a per annum rate equal to the Subordinate Pass-Through Rate.

(7)           The Class ST-A-UR Interest is the sole class of residual interest in Sub-WAC REMIC.  It has no principal balance and pays no principal or interest.

(8)           For each Distribution Date (and the related Interest Accrual Period) the Class 3-A-2 Certificate is entitled to a specified portion of the interest payable on the ST-3-A-1 Strip REMIC Interest.  Specifically, for each such Distribution Date (and the related Interest Accrual Period) the Class 3-A-2 Certificate is entitled to the interest payable on the ST-3-A-1 Strip REMIC Interest at a per annum rate equal to 0.1306%.

On each Distribution Date, the Available Funds shall be distributed with respect to the Subsidiary REMIC interests in the following manner:

(1)  Interest is to be distributed with respect to each Strip REMIC Interest at the rate, or according to the formulas, described above; and

(2)  Principal is to be distributed with respect to each Strip REMIC Interest in the same manner and in the same amount as principal is distributed with respect to each Strip REMIC Interest’s Corresponding Class or Classes of Certificates.

On each Distribution Date, realized losses (and increases in principal balances attributable to subsequent recoveries) shall be allocated among the Strip REMIC Interests in the same manner that realized losses (and increases in Class Certificate Balances attributable to subsequent recoveries) are allocated among each Strip REMIC Interest’s Corresponding Class or Classes of Certificates.

The following table sets forth characteristics of the Certificates, together with the minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Certificate of each Class of Certificates may be issued in a different amount):

(1)           The pass-through rate for the Class 1-A-1 and Class 1-A-2 certificates for the interest accrual period related to each Distribution Date will equal the Weighted Average Net Mortgage Rate of Loan Group 1.  The pass-through rate for those certificates for the interest accrual period related to the first Distribution Date is expected to be 5.7350% per annum.

(7)           The Class A-UR certificate will be the sole class of residual interests in the Master REMIC.

(8)           For the interest accrual period for any distribution date, the pass-through rate for each class of subordinated certificates will be the Subordinate Pass-Through Rate, which will be equal to (i) the sum of the following for each loan group: the product of (x) the weighted average adjusted net mortgage rate of the loans in that loan group as of the first day of the prior calendar month and (y) the aggregate stated principal balance of the mortgage loans in that loan group as of the first day of the related due period, minus the aggregate certificate principal balance of the senior certificates related to that loan group immediately prior to that distribution date, divided by (ii) the aggregate certificate principal balance of the subordinated certificates immediately prior to that distribution date.

(9)           The Class 3-A-2 certificates are interest only certificates, will not be entitled to distributions in respect of principal and will bear interest on the Class 3-A-2 notional amount.  The denominations of the Class 3-A-2 certificates are based on the Class 3-A-2 notional amount.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Master REMIC as cash flow on a REMIC regular interest, without creating any shortfall—actual or potential (other than for credit losses)—to any REMIC regular interest.

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

Defined terms and provisions herein relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.

ARTICLE I

DEFINITIONS

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

10-K Filing Deadline :  As defined in Section 9.12.

Accountant’s Attestation :  As defined in Section 3.22(b)(i).

Accrued Certificate Interest :  With respect to any Distribution Date and any interest bearing Class of Certificates, the sum of (i) one month’s interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the related Certificate Principal Balance or Notional Amount, as applicable, subject to reduction as provided in Section 4.02(b) plus (ii) any Class Unpaid Interest Amounts for such Class.

Additional Form 10-D Disclosure :  As defined in Section 9.12.

Additional Form 10-K Disclosure :  As defined in Section 9.12.

Additional Servicer :  Each Affiliate of the Servicer that services any of the Mortgage Loans and each person that is not an Affiliate of the Servicer that services 10% or more of the Mortgage Loans.

Adjusted Net Mortgage Rate :  As to each Mortgage Loan and any Distribution Date, the per annum rate equal to the Net Mortgage Rate of that Mortgage Loan (as of the Due Date in the month preceding the month in which such Distribution Date occurs).

Adjustment Amount :  With respect to the Special Hazard Loss Coverage Amount and, with respect to each anniversary of March 1, 2007, the amount, if any, by which the Special Hazard Loss Coverage Amount (without giving effect to the deduction of the Adjustment Amount for such anniversary) exceeds the greatest of (x) the product of 1% and the outstanding principal balance of all the Mortgage Loans on the Distribution Date immediately preceding such anniversary, (y) the outstanding principal balance of Mortgage Loans secured by Mortgaged Properties in the highest California zip code concentration on the Distribution Date immediately preceding such anniversary, and (z) twice the outstanding principal balance of the Mortgage Loan which has the largest outstanding principal balance on the Distribution Date immediately preceding such anniversary.

Advance :  An advance of principal or interest required to be made by the Servicer pursuant to the Servicing Agreement or required to be made by the Master Servicer with respect to any Distribution Date pursuant to Section 4.01.

Affiliate :  When used with reference to a specified Person, another Person that (i) directly or indirectly controls or is controlled by or is under common control with the specified Person, (ii) is an officer of, partner in or trustee of, or serves in a similar capacity with respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity, or (iii) directly or indirectly is the beneficial owner of 10% or more of any class of equity securities of the specified Person or of which the specified Person is directly or indirectly the owner of 10% or more of any class of equity securities.

Aggregate Pool Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balances of the Mortgage Loans which were Outstanding Mortgage Loans on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Subordinate Optimal Principal Amount :  For any Distribution Date, the sum of the Subordinate Optimal Principal Amounts for each Loan Group.

Aggregate Subordinate Percentage :  With respect to the Subordinate Certificates and as of any Distribution Date, the aggregate Certificate Principal Balance for the Subordinate Certificates divided by the Aggregate Pool Principal Balance.

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

Allocable Share :  For any Distribution Date and with respect to each Class of Subordinate Certificates, the portion of the Aggregate Subordinate Optimal Principal Amount allocable to such Class, equal to the product of the Aggregate Subordinate Optimal Principal Amount on such Distribution Date and a fraction, the numerator of which is the related Certificate Principal Balance thereof and the denominator of which is the aggregate of the Certificate Principal Balances of the Subordinate Certificates.

Amount Available for Group 1 Principal :  As to any Distribution Date, Group 1 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 1 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (A).

Amount Available for Group 2 Principal :  As to any Distribution Date, Group 2 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 2 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (B).

Amount Available for Group 3 Principal :  As to any Distribution Date, Group 3 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 3 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (C).

Amount Available for Group 4 Principal :  As to any Distribution Date, Group 4 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 4 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (D).

Amount Available for Group 5 Principal :  As to any Distribution Date, Group 5 Available Funds for such Distribution Date reduced by the aggregate amount distributable on such Distribution Date in respect of interest on the Group 5 Certificates pursuant to Section 4.02(a)(i) priority first sub-clause (E).

Amount Held for Future Distribution :  As to any related Distribution Date and any Mortgage Loan or Loan Group, the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date with respect to such Mortgage Loan or Loan Group on account of (i) Principal Prepayments received after the related Prepayment Period, Liquidation Proceeds and Insurance Proceeds received in the month of such Distribution Date and (ii) all Scheduled Payments due after the related Due Date.

Annual Statement of Compliance :  As defined in Section 3.21(a).

Apportioned Subordinate Principal Distribution Amount :  For any Distribution Date and the Subordinate Certificates, the product of (i) the Subordinate Principal Distribution Amount for the Subordinate Certificates and (ii) the Apportionment Fraction.

Apportionment Fraction :  With respect to the Subordinate Certificates and for any Distribution Date, in the event that the Certificate Principal Balances of the Senior Certificates of any Certificate Group have been reduced to zero, a fraction, the numerator of which is equal to the Subordinate Optimal Principal Amount of the Loan Group related to such Certificate Group, and the denominator of which is equal to the Aggregate Subordinate Optimal Principal Amount.

Appraised Value :  With respect to any Mortgage Loan, the Appraised Value of the related Mortgaged Property shall be:  (i) with respect to a Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the time of the origination of such Mortgage Loan; and (ii) with respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the appraisal made at the time of the origination of such Refinancing Mortgage Loan as modified by an updated appraisal.

Assessment of Compliance :  As defined in Section 3.22(a)(i).

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

 

Assignment of Proprietary Lease :  With respect to a Cooperative Loan, the assignment or mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.

Back-Up Certification :  As defined in Section 9.12.

Bankruptcy Code :  The United States Bankruptcy Reform Act of 1978, as amended.

Bankruptcy Coverage Termination Date :  With respect to any Loan Group, the point in time at which the Bankruptcy Loss Coverage Amount is reduced to zero.

Bankruptcy Loss :  With respect to any Mortgage Loan, a Deficient Valuation or Debt Service Reduction as reported by the Servicer to the Master Servicer; provided , however , that a Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the Master Servicer has notified the Trustee in writing that either the Master Servicer or the Servicer is diligently pursuing any remedies that may exist in connection with the related Mortgage Loan and either (A) the related Mortgage Loan is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related Mortgage Loan and any related escrow payments in respect of such Mortgage Loan are being advanced on a current basis by either the Master Servicer or the Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation.

Bankruptcy Loss Coverage Amount :  With respect to any Distribution Date, the Bankruptcy Loss Coverage Amount shall equal the related Initial Bankruptcy Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses relating to the Mortgage Loans since March 1, 2007 and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trust Administrator to the effect that any such reduction or modification will not adversely affect the then current ratings assigned to the Senior Certificates rated by it.

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

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

Calculation Rate :  For each Distribution Date, in the case of the Class A and Class B Sub-WAC REMIC Interests, the product of (i) 10 and (ii) the weighted average rate of the outstanding Class A and Class B Interests, treating each Class A Interest as having an interest rate of 0.00%.

Certificate :  Any one of the Certificates executed by the Trust Administrator on behalf of the Issuing Entity and authenticated by the Trust Administrator in substantially the forms attached hereto as Exhibits A through F.

Certificate Group :  Any of the Group 1, Group 2, Group 3, Group 4 or Group 5 Certificates, as applicable.

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

Certificate Principal Balance :  With respect to any Certificate (other than the Interest Only Certificates) at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus the sum of (i) all distributions of principal previously made with respect thereto and (ii) all Realized Losses allocated thereto and, in the case of any Subordinate Certificates, all other reductions in Certificate Principal Balance previously allocated thereto pursuant to Section 4.03; provided , however , that pursuant to Section 4.03(d), the Certificate Principal Balance of a Class of Certificates may be increased up to the amount of Realized Losses previously allocated to such Class in the event that there is a Recovery on a related Mortgage Loan, and the Certificate Principal Balance of any individual Certificate of such Class will be increased by its pro rata share of the increase to such Class.

Certificate Register :  The register maintained pursuant to Section 5.02 hereof.

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 Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, 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 Master Servicer or 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 Trust Administrator is entitled to rely conclusively on a certification of the Master Servicer or the Depositor or any affiliate of the Master Servicer or the Depositor, as applicable, in determining which Certificates are registered in the name of an affiliate of the Master Servicer or the Depositor.

Certification Parties :  As defined in Section 9.12.

Certifying Person :  As defined in Section 9.12.

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

Class Interest Shortfall :  As to any Distribution Date and any interest-bearing Class of Certificates, the amount by which the amount described in clause (i) of the definition of “Accrued Certificate Interest” for such Class exceeds the amount of interest actually distributed on such Class on such Distribution Date pursuant to such clause (i).

Class Principal Balance :  With respect to any Class of Certificates (other than a Class of Interest Only Certificates) and as to any date of determination, the aggregate of the Certificate Principal Balances of all Certificates of such Class as of such date.

Class Prepayment Distribution Trigger :  This trigger is satisfied with respect to any Class of Subordinate Certificates and any Distribution Date, if either (i) the fraction, the numerator of which is the aggregate Certificate Principal Balance of such Class and each Class of Subordinate Certificates subordinate thereto, immediately prior to such Distribution Date, and the denominator of which is the Aggregate Pool Principal Balance with respect to that Distribution Date, equals or exceeds such percentage calculated as of the Closing Date or (ii) such Class of Subordinate Certificates is the only Class of Subordinate Certificates then outstanding.

Class Unpaid Interest Amounts :  As to any Distribution Date and any interest-bearing Class of Certificates, the amount by which the aggregate Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the amount distributed on such Class on prior Distribution Dates pursuant to clause (ii) of the definition of “Accrued Certificate Interest” for such Class.

Clean-up Call Mortgage Loan Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a), the greater of (x) the Par Call Price for such Mortgage Loan and (y) the Fair Market Value Call Price for such Mortgage Loan.

Clean-up Call REO Property Price :  With respect to each REO Property to be purchased pursuant to Section 10.01(a), the lesser of (x) the appraised value of such REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Master Servicer at the expense of the Master Servicer and (y) the unpaid principal balance of each Mortgage Loan related to such REO Property plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate.

Closing Date :  March 30, 2007.

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

Collection Account :  The separate Eligible Account or Accounts created and maintained by the Master Servicer pursuant to Section 3.07 with a depository institution in the name of the Master Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “Wells Fargo Bank, N.A. as Master Servicer for the benefit of U.S. Bank National Association, in trust for the registered Holders of STARM Mortgage Loan Trust 2007-2, Mortgage Pass-Through Certificates Series 2007-2”.  The Collection Account may be deemed to be a sub-account of the Distribution Account.

Commission :  The U.S. Securities and Exchange Commission.

Compensating Interest :  With respect to any Distribution Date and the Servicer, the amount required to be paid by the Servicer under the Servicing Agreement in connection with Prepayment Interest Shortfalls that occur on Mortgage Loans serviced by the Servicer for the related Distribution Date.  If the Servicer fails to make its required payment of Compensating Interest on any Distribution Date, the Master Servicer will be required to make such payment of Compensating Interest to the same extent that the Servicer was required to make such payment of Compensating Interest.

Cooperative Corporation : With respect to any Cooperative Loan, the cooperative apartment corporation that holds legal title to the related Cooperative Property and grants occupancy rights to units therein to stockholders through Proprietary Leases or similar arrangements.

Cooperative Lien Search :  A search for (a) federal tax liens, mechanics’ liens, lis pendens, judgments of record or otherwise against (i) the Cooperative Corporation and (ii) the seller of the Cooperative Unit, (b) filings of Financing Statements and (c) the deed of the Cooperative Property into the Cooperative Corporation.

Cooperative Loan :  A Mortgage Loan that is secured by a first lien on and a perfected security interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the related Cooperative Unit in the building owned by the related Cooperative Corporation.

Cooperative Property :  With respect to any Cooperative Loan, all real property and improvements thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the land, separate dwelling units and all common elements.

Cooperative Shares :  With respect to any Cooperative Loan, the shares of stock issued by a Cooperative Corporation and allocated to a Cooperative Unit and represented by stock certificates.

Cooperative Unit :  With respect to any Cooperative Loan, a specific unit in a Cooperative Property.

Corporate Trust Office :  With respect to the Trustee, the designated office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Structured Finance—STARM Mortgage Loan Trust 2007-2, which is the address to which appropriate notices to and correspondence with the Trustee should be directed.

With respect to the Trust Administrator, the designated office of the Trust Administrator at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located for certificate transfer purposes at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—STARM 2007-2, and for all other purposes at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager—STARM 2007-2.

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

Cross-Over Date :  The Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero.

Cross-Over Situation :  For any Distribution Date and for each Loan Group (after taking into account principal distributions on such Distribution Date) with respect to the Class A and Class B Sub-WAC REMIC Interests, a situation in which the Class A and Class B Interests corresponding to any Loan Group are in the aggregate less than 1% of the Subordinated Portion of the Loan Group to which they correspond.

Custodian :  Wells Fargo, and any successor thereto appointed hereunder.

Cut-off Date :  March 1, 2007.

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

Debt Service Reduction :  With respect to any Mortgage Loan, a reduction by a court of competent jurisdiction in a proceeding under the 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.

Deficient Valuation :  With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment that results in a permanent forgiveness of principal, which valuation or reduction results from an order of such court which is final and non-appealable in a proceeding under the 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).

Deleted Mortgage Loan :  Any Mortgage Loan that is required to be repurchased pursuant to Section 2.02 or 2.03.

Denomination :  With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Principal Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor :  Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or its successor 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 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 :  The date on which the Servicer is required to determine the amount it is required to advance pursuant to the Servicing Agreement.

Distribution Account :  The separate Eligible Account created and maintained by the Trust Administrator pursuant to Section 3.07 in the name of the Trust Administrator for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A., as Trust Administrator in trust for the registered Holders of STARM Mortgage Loan Trust 2007-2, Mortgage Pass-Through Certificates, Series 2007-2.”  Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date :  As to any Distribution Date, one Business Day prior to such Distribution Date.

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

Distribution Date Statement :  The statement delivered to the Certificateholders pursuant to Section 4.04.

Due Date :  With respect to any Distribution Date, the first day of the month in which the related Distribution Date occurs.

Eligible Account :  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company) have the highest short term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are insured by the FDIC (to the limits established by the FDIC) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trust Administrator and to each Rating Agency, the Certificateholders have a claim with respect to the funds in such account or a perfected first priority security interest against any collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution or trust company in which such account is maintained, or (iii) a non-interest bearing segregated trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency, as stated by each such Rating Agency in writing.  Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trust Administrator.

Eligible Substitute Mortgage Loan :  With respect to a Mortgage Loan substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan which must, on the date of such substitution, (i) have a Scheduled Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution (or, in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not in excess of, and not more than 10% less than the Scheduled Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (v) comply with each representation and warranty set forth in Section 2.04 hereof; (vi) be the same credit grade category as the Deleted Mortgage Loan; (vii) have the same prepayment penalty term; and (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan.

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 (without regard to the ratings requirements) of an Underwriter’s Exemption.

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

Escrow Account :  The Eligible Account or Accounts established and maintained pursuant to Section 3.08 hereof.

Excess Loss :  With respect to any Mortgage Loan, the amount of any (i) Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss realized after the Special Hazard Coverage Termination Date or (iii) Deficient Valuation realized after the Bankruptcy Coverage Termination Date.

Excess Proceeds :  With respect to any Liquidated Loan, the amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received in the calendar month in which such Mortgage Loan became a Liquidated Loan, exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the Due Date in the month in which such Mortgage Loan became a Liquidated Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date immediately following the calendar month during which such liquidation occurred.

Exchange Act :  The Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

Fair Market Value Call Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a) hereof, the fair market value of such Mortgage Loan (to be determined pursuant to a bid procedure set forth in Section 10.01(b) hereof) plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate.

Fair Market Value Excess :  With respect to each Mortgage Loan to be purchased pursuant to Section 10.01(a) hereof, the excess, if any, of the Fair Market Value Call Price for such Mortgage Loan, over the Par Call Price for such Mortgage Loan. Any Fair Market Value Excess will not become part of the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds or Group 5 Available Funds, but shall instead be distributed directly to the Holders of the Class A-LR Certificates pursuant to Section 4.02(h) hereof.

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

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

Final Certification :  The certification required to be delivered by the Custodian not later than 90 days after the Closing Date to the Depositor, the Trustee and the Transferor in the form annexed hereto as Exhibit H pursuant to Section 2.02 of this Agreement.

Final Scheduled Distribution Date :  The Distribution Date in April 2037.

Financing Statement :  A financing statement in the form of a UCC-1 or UCC-3, as applicable, filed pursuant to the Uniform Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments.

Fitch :  Fitch, Inc., or any successor thereto.  If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to Fitch shall be One State Street Plaza, New York, NY 10004, Attention:  MBS Monitoring STARM Mortgage Loan Trust 2007-2, or such other address as Fitch may hereafter furnish to each party to this Agreement.

Form 8-K Disclosure Information :  As defined in Section 9.12.

Fraud Loan :  A Liquidated Loan as to which a Fraud Loss has occurred.

Fraud Loss Coverage Amount :  As of the Closing Date, $[_____] subject to reduction from time to time by the aggregate amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation since the Cut-off Date.  In addition, such Fraud Loss Coverage Amount will be reduced as follows:  (a) on April 1, 2010, to an amount equal to $[_____] less the aggregate amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation since the Cut-off Date (b) on April 1, 2011, to an amount equal to $[_____] less the aggregate amount of Fraud Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation since the Cut-off Date and (c) after the earlier to occur of the Cross-Over Date and April 1, 2012, to zero.

Fraud Loss Coverage Termination Date :  The point in time at which the Fraud Loss Coverage Amount is reduced to zero.

Fraud Losses :  Realized Losses on Mortgage Loans as to which a loss is sustained by reason of a default arising from fraud, dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of the denial of coverage under any related Primary Insurance Policy because of such fraud, dishonesty or misrepresentation as reported by the Servicer to the Master Servicer.

Freddie Mac :  Freddie Mac, 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.

Group 1 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 1 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 1 Mortgage Loans, (ii) amounts related to the Group 1 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to each of the Group 1 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Applicable Fraction of each of the Group 1 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to the Applicable Fraction of each Group 1 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Applicable Fraction of each of the Group 1 Mortgage Loans and (c) in connection with each Deleted Mortgage Loan in Loan Group 1, the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan to be deposited on the related Distribution Account Deposit Date.

Group 1 Certificates :  As specified in the Preliminary Statement.

Group 1 Mortgage Loans :  The Mortgage Loans in Loan Group 1.

Group 1 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balance of each Group 1 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 1 Subordinate Amount :  As to any Distribution Date, the excess of (i) the sum of the Scheduled Principal Balance of each of the Group 1 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 1 Certificates.

Group 2 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to each of the Group 2 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 2 Mortgage Loans, (ii) amounts related to the Group 2 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to each of the Group 2 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to each of the Group 2 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to each Group 2 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to each of the Group 2 Mortgage Loans and (c) in connection with each Deleted Mortgage Loan in Loan Group 2, the Purchase Price and Substitution Adjustment Amount of each such Mortgage required to be deposited on the related Distribution Account Deposit Date.

Group 2 Certificates :  As specified in the Preliminary Statement.

Group 2 Mortgage Loans :  The Mortgage Loans in Loan Group 2.

Group 2 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balance of each Group 2 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 2 Subordinate Amount :  As to any Distribution Date, the excess of (i) the sum of the Scheduled Principal Balance of each of the Group 2 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 2 Certificates.

Group 3 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 3 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 3 Mortgage Loans, (ii) amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 3 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to a Group 3 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Group 3 Mortgage Loans and (c) in connection with any Deleted Mortgage Loan in Loan Group 3, the aggregate of the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 3 Certificates :  As specified in the Preliminary Statement.

Group 3 Mortgage Loans :  The Mortgage Loans in Loan Group 3.

Group 3 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balance of each Group 3 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 3 Subordinate Amount :  As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of each of the Group 3 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 3 Certificates (other than the related Interest Only Certificates).

Group 4 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 4 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 4 Mortgage Loans, (ii) amounts related to the Group 4 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Group 4 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 4 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to a Group 4 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Group 4 Mortgage Loans and (c) in connection with any Deleted Mortgage Loan in Loan Group 4, the aggregate of the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 4 Certificates :  As specified in the Preliminary Statement.

Group 4 Mortgage Loans :  The Mortgage Loans in Loan Group 4.

Group 4 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balance of each Group 4 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 4 Subordinate Amount :  As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of each of the Group 4 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 4 Certificates (other than the related Interest Only Certificates).

Group 5 Available Funds :  As to any Distribution Date, the sum of (a) the aggregate amount held in the Collection Account at the close of business on the Servicer Remittance Date and, without duplication, on deposit in the Distribution Account at the close of business of the related Distribution Account Deposit Date, attributable to the Group 5 Mortgage Loans net of (i) the Amount Held for Future Distribution related to the Group 5 Mortgage Loans, (ii) amounts related to the Group 5 Mortgage Loans permitted to be withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited to the Distribution Account from the Collection Account, amounts related to the Group 5 Mortgage Loans permitted to be withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates to the Group 5 Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess with respect to a Group 5 Mortgage Loan received in connection with the termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances related to the Group 5 Mortgage Loans and (c) in connection with any Deleted Mortgage Loan in Loan Group 5, the aggregate of the Purchase Price and Substitution Adjustment Amount of each such Mortgage Loan required to be deposited on the related Distribution Account Deposit Date.

Group 5 Certificates :  As specified in the Preliminary Statement.

Group 5 Mortgage Loans :  The Mortgage Loans in Loan Group 5.

Group 5 Principal Balance :  As to any Distribution Date, the aggregate of the Scheduled Principal Balance of each Group 5 Mortgage Loan which was an Outstanding Mortgage Loan on the Due Date in the month preceding the month of such Distribution Date.

Group 5 Subordinate Amount :  As to any Distribution Date, the excess of (i) the aggregate Scheduled Principal Balance of each of the Group 5 Mortgage Loans over (ii) the sum of the Certificate Principal Balances of the Group 5 Certificates (other than the related Interest Only Certificates).

Group Available Funds :  Any of the Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds or Group 5 Available Funds, as applicable.

Group Balance :  Any of the Group 1 Principal Balance, Group 2 Principal Balance, Group 3 Principal Balance, Group 4 Principal Balance or Group 5 Principal Balance, as applicable.

Group Subordinate Amount :  Any of the Group 1 Subordinate Amount, Group 2 Subordinate Amount, Group 3 Subordinate Amount, Group 4 Subordinate Amount or Group 5 Subordinate Amount as applicable.

High Cost Loan :  A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,” (excluding New Jersey “Covered Home Loans” as that term is defined in clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002), “high risk home,” “predatory” or similar loan under any other applicable state, federal 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 and Poor’s Glossary.

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

Independent :  When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Commission’s Regulation S-X; when used with respect to any other Person, a Person who (a) is in fact independent of another specified Person and any affiliate of such other Person, (b) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (c) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, trust administrator, trustee, partner, director or Person performing similar functions and (d) is not a member of the immediate family of a Person defined in clause (b) or (c) above.

Indirect Participant :  A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Bankruptcy Coverage Amount :  $255,432.

Initial Certification :  The certification required to be executed by the Custodian and delivered on the Closing Date to the Depositor and the Trustee in the form annexed hereto as Exhibit G pursuant to Section 2.02 of this Agreement.

Insolvency Proceeding :  With respect to any Person:  (i) any case, action, or proceeding with respect to such Person before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding up, or relief of debtors; or (ii) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of the creditors generally of such Person or any substantial portion of such Person’s creditors, in any case undertaken under federal, state or foreign law, including the Bankruptcy Code.

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 :  Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of insured expenses, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the borrower in accordance with the Servicer’s normal servicing procedures.

 

Interest Accrual Period :  With respect to each Class of Certificates, the Subsidiary REMIC Regular Interests, the Middle REMIC Regular Interests and any Distribution Date, the period from and including the first day of the month immediately preceding the month in which such Distribution Date occurs, commencing March 1, 2007, to and including the last day of such immediately preceding month, on the basis of a 360-day year consisting of twelve 30-day months.

Interest Only Certificates :  As specified in the Preliminary Statement.

Issuing Entity :  As defined in Section 2.01(c).

Latest Possible Maturity Date :  The Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.

Liquidated 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 or the Master Servicer, as the case may be, has determined (in accordance with the Servicing Agreement and this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds :  Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan-to-Value Ratio :  With respect to any Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination and the denominator of which is the Appraised Value of the related Mortgaged Property.  For purposes of representation (xxxi) of Schedule II, the Loan-to-Value Ratio will be the loan-to-value ratio calculated in accordance with applicable state laws regarding primary mortgage insurance.

Loan Group :  Any of Loan Group 1, Loan Group 2. Loan Group 3, Loan Group 4 or Loan Group 5, as applicable.

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

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

Loan Group 3 : Those Mortgage Loans identified on the Mortgage Loan Schedule as Loan Group 3 Mortgage Loans.

Loan Group 4 : Those Mortgage Loans identified on the Mortgage Loan Schedule as Loan Group 4 Mortgage Loans.

Loan Group 5 : Those Mortgage Loans identified on the Mortgage Loan Schedule as Loan Group 5 Mortgage Loans.

Loan Seller :  With respect to any Mortgage Loan, the entity that sold such Mortgage Loan to the Transferor.

Loss Allocation Limitation :  As defined in Section 4.03(c) hereof.

Lost Mortgage Note :  Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest :  As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

 

Master REMIC :  As specified in the Preliminary Statement.

Master Servicer :  Wells Fargo Bank, N.A., a national banking association, and its successors and assigns, in its capacity as Master Servicer hereunder.

Master Servicer Event of Termination :  As defined in Section 7.01 hereof.

Master Servicing Compensation :  For any Distribution Date, all investment earnings on amounts on deposit in the Collection Account.

Master Servicing Officer :  Any officer of the Master Servicer involved in, or responsible for, the administration and master servicing of the Mortgage Loans.

MERS :  As defined in Section 2.01.

Moody’s :  Moody’s Investors Service, Inc., or any successor thereto.  If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), 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 Monitoring Group, or such other address as Moody’s may hereafter furnish to each other party to this Agreement.

Mortgage :  The mortgage, deed of trust or other instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File :  The mortgage documents listed in Section 2.01 hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Custodian to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loan Purchase Agreement :  The Mortgage Loan Purchase Agreement, dated as of March 1, 2007, between the Transferor and the Depositor.

Mortgage Loan Schedule :  The list of Mortgage Loans (as from time to time amended by the Custodian to reflect the addition of Eligible Substitute Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions of this Agreement) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan:  (1) the Mortgage Loan identifying number; (2) the Mortgagor’s first and last name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) the original principal balance of the Mortgage Loan; (5) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (6) the unpaid principal balance of the Mortgage Loan as of the close of business on the Cut-off Date; (7) the last scheduled Due Date on which a Scheduled Payment was applied to the Scheduled Principal Balance; (8) the last Due Date on which a Scheduled Payment was actually applied to the unpaid principal balance; (9) the Mortgage Rate in effect immediately following origination; (10) the Mortgage Rate in effect immediately following the Cut-off Date (if different from (9)); (11) the amount of the Scheduled Payment at origination; (12) the amount of the Scheduled Payment as of the Cut-off Date (if different from (11)); (13) a code indicating whether the Mortgaged Property is owner occupied, a second home or an investor property; (14) a code indicating whether the Mortgaged Property is a single family residence, a two-family residence, a three-family residence, a four-family residence, a planned unit development, a condominium or a Cooperative Unit; (15) a code indicating the loan purpose (i.e., purchase, rate/term refinance, cash out refinance); (16) the stated maturity date; (17) the original months to maturity; (18) the remaining months to maturity from the Cut-off Date based on the original amortization schedule and, if different, the remaining months to maturity expressed in the same manner but based on the actual amortization schedule; (19) the origination date of the Mortgage Loan; (20) the Loan-to-Value Ratio at origination; (21) the date on which the first Scheduled Payment was due on the Mortgage Loan after the origination date; (22) a code indicating the documentation style of the Mortgage Loan; (23) a code indicating if the Mortgage Loan is subject to a Primary Insurance Policy and, if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy; (24) the Servicing Fee Rate; (25) a code indicating whether the Mortgage Loan is subject to a prepayment penalty and, if so, the term of such prepayment penalty; (26) the credit score (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the Mortgage Loan; (28) a code indicating the originator of the Mortgage Loan; (29) a code indicating which Loan Pool such Mortgage Loan is included in; (30) the date on which the Loan was transferred to the Transferor; (31) the initial Servicer; (32) a code indicating whether the Mortgage Loan is a Cooperative Loan; and (33) a code indicating if the Mortgage Loan is subject to a “lender-paid” Primary Insurance Policy, and if so, the name of the Qualified Mortgage Insurer, the certificate number and the coverage amount of the Primary Insurance Policy, and the Lender-Paid Mortgage Insurance Rate.

Mortgage Loans :  Such of the mortgage loans and cooperative loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.  With respect to each Mortgage Loan that is a Cooperative Loan, if any, “Mortgage Loan” shall include, but not be limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to the related Mortgage and the related Mortgage Note.

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

Mortgage Rate :  The annual rate of interest borne by a Mortgage Note from time to time.

Mortgaged Property :  The underlying real property securing a Mortgage Loan or, with respect to a Cooperative Loan, the related Cooperative Shares and Proprietary Lease.

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

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

Net Prepayment Interest Shortfalls :  As to any Distribution Date and Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls for that Loan Group during the related Prepayment Period exceeds the amount of Compensating Interest available to such Loan Group for such Distribution Date.

Nonrecoverable Advance :  Any portion of an Advance previously made or proposed to be made by the Servicer or the Master Servicer, as the case may be, that, in the good faith judgment of the Servicer or the Master Servicer, will not be ultimately recoverable by the Servicer or the Master Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise.

Notice of Final Distribution :  The notice to be provided pursuant to Section 10.02 to the effect that final distribution on any of the Certificates shall be made only upon presentation and surrender thereof.

Notional Amount :  With respect to any Distribution Date and the Class 3-A-2 Certificates an amount equal to the Certificate Principal Balance of the Class 3-A-1 Certificates.

Offered Certificates :  As specified in the Preliminary Statement.

Officer’s Certificate :  A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, a Vice President (however denominated), an Assistant Vice President, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries of the Depositor or the Master Servicer, or (ii) if provided for in this Agreement, signed by a Master Servicing Officer, as the case may be, and delivered to the Depositor, the Trustee and the Trust Administrator, as the case may be, as required by this Agreement.

Opinion of Counsel :  A written opinion of counsel, who may be counsel for the Depositor or the Master Servicer, including in house counsel, reasonably acceptable to the Trustee or the Trust Administrator, as applicable; provided , however , that, with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor and the Master Servicer, (ii) not have any direct financial interest in the Depositor or the Master Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Master Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

Optional Termination :  The termination of the Issuing Entity created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 10.01(a) hereof.

Original Subordinate Principal Balance :  The aggregate of the Certificate Principal Balances of the Subordinate Certificates as of the Closing Date.

OTS :  The Office of Thrift Supervision.

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

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

Par Call Price :  With respect to each Mortgage Loan (not including REO Properties) to be purchased pursuant to Section 10.01(a) hereof, 100% of the unpaid principal balance of such Mortgage Loan, plus accrued and unpaid interest thereon at the applicable Net Mortgage Rate and any unreimbursed Advances, fees and expenses of the Master Servicer, Trust Administrator and Trustee.

Pass-Through Rate :  For any interest bearing Class of Certificates, the per annum rate set forth or calculated in the manner described in the Preliminary Statement.

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.

Permitted Investments :  At any time, any one or more of the following obligations and securities:

 

provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

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)(l) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a citizen or resident of the United States, a corporation, partnership (except as provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the Issuing Entity and one or more Persons described in this clause (v) have the authority to control all substantial decisions of the Issuing Entity (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as United States persons) unless such Person has furnished the transferor and the Trust Administrator with a duly completed Internal Revenue Service Form W-8ECI or any applicable successor form, (vi) any Person with respect to whom income on any 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 Person and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in section 7701 of the Code or successor provisions.  A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such government unit.

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

Physical Certificate :  As specified in the Preliminary Statement.

Pledge Instruments :  With respect to each Cooperative Loan, the Stock Power, the Assignment of Proprietary Lease and the Security Agreement.

Prepayment Interest Shortfall :  As to any Distribution Date, Mortgage Loan and Principal Prepayment received or, in the case of partial Principal Prepayments, applied, during the applicable Prepayment Period, the amount, if any, by which one month’s interest at the related Net Mortgage Rate on such Principal Prepayment exceeds the amount of interest at the Net Mortgage Rate paid in connection with such Principal Prepayment.

Prepayment Period :  As to any Distribution Date and any voluntary Principal Prepayment of a Mortgage Loan, the calendar month preceding the month in which such Distribution Date occurs.

Primary Insurance Policy :  Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Prepayment :  Any payment of principal by a Mortgagor on a Mortgage Loan that is received in advance of its scheduled Due Date, excluding any prepayment penalty or premium thereon, and is not accompanied by an amount representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.  Partial Principal Prepayments will be applied by the Servicer in accordance with the terms of the Servicing Agreement and in accordance with the terms of the related Mortgage Note, and to the extent the Mortgage Note does not provide otherwise, shall be applied in the Prepayment Period preceding the receipt thereof.

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

Principal Relocation Payments :  A payment from one Corresponding Loan Group to the Sub-WAC REMIC Regular Interests related to another Corresponding Loan Group as provided in the Preliminary Statement.  Principal Relocation Payments shall be made of principal allocations comprising the Senior Optimal Principal Amount from a Loan Group.

Private Certificate :  As specified in the Preliminary Statement.

Proprietary Lease :  The lease on a Cooperative Unit evidencing the possessory interest of the owner of the Cooperative Shares in such Cooperative Unit.

Prospectus Supplement :  The Prospectus Supplement dated March [__], 2007 relating to the Offered Certificates.

Protected Account :  An account established and maintained for the benefit of Certificateholders by the Servicer with respect to the related Mortgage Loans and with respect to REO Property pursuant to the Servicing Agreement.  Each Protected Account is required to be an Eligible Account.

PCAOB :  The Public Company Accounting Oversight Board.

Purchase Price :  With respect to any Mortgage Loan required to be purchased by the Transferor pursuant to Section 2.02 or 2.03 hereof, an amount equal to (a) the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate from the date through which interest was last paid by the Mortgagor or the Servicer or the Master Servicer, as the case may be, made an Advance in respect thereof (which was not reimbursed) to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders and (iii) in the event that such Mortgage Loan is repurchased by the Transferor due to a breach of the Transferor's representations and warranties listed in clauses (xiii) or (xxxiv) of Schedule II to this Agreement relating to applicable anti-predatory and abusive lending laws, any costs and damages incurred by the Issuing Entity in connection with a violation of a predatory or abusive lending law with respect to such Mortgage Loan, less (b) any Amounts Held for Future Distribution related to such Mortgage Loan with respect to the Distribution Date in the month in which the Purchase Price is to be distributed to Certificateholders.

Qualified Insurer :  A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a Fannie Mae approved mortgage insurer and having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization.  Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Mortgage Insurer :  Any mortgage insurer that is Fannie Mae and Freddie Mac approved.

Rating Agency :  Each of the Rating Agencies specified in the Preliminary Statement.  If any 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 and the Trust Administrator.  References herein to a given rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Realized Loss :  With respect to each Mortgage Loan that is a Liquidated Loan, an amount (not less than zero or more than the Scheduled Principal Balance of the Mortgage Loan) as of the date of such liquidation equal to (i) the unpaid principal balance of the Liquidated Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date in the month in which Liquidation Proceeds are required to be distributed on the Scheduled Principal Balance of such Liquidated Loan, minus (iii) the Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidated Loan.  With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, if the principal amount due under the related Mortgage Note has been reduced, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation.

Recognition Agreement :  An Agreement among a Cooperative Corporation, a lender and a Mortgagor with respect to a Cooperative Loan whereby such parties (i) acknowledge that such lender may make, or intends to make, such Cooperative Loan and (ii) make certain agreements with respect to such Cooperative Loan.

Record Date :  With respect to any Distribution Date and all classes of certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

Recovery :  With respect to any Distribution Date and any Mortgage Loan, an amount, net of any reimbursable expenses, received in respect of principal on such Mortgage Loan during the related Prepayment Period, which has previously been allocated as a Realized Loss to a Class of Certificates.

Refinancing Mortgage Loan :  Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

Regular Certificates : The Certificates, other than the Residual Certificates.

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

Relevant Servicing Criteria :  The Servicing Criteria applicable to each party, as set forth on Exhibit X attached hereto.  Multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by any of the Master Servicer, the Trust Administrator or the Servicer, the term Relevant Servicing Criteria may refer to a portion of the Relevant Servicing Criteria applicable to such party.

Relief Act :  The Servicemembers Civil Relief Act, as amended, or any comparable state or local statute (including the comparable provisions under the California Military and Veterans Code, as amended).

Relief Act Reduction :  With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

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

REMIC Change of Law :  Any proposed, temporary or final regulation, revenue ruling, revenue procedure or other official announcement or interpretation relating to REMICs and the REMIC Provisions issued after the Closing Date.

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.

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

Reportable Event :  As defined in Section 9.12.

Reporting Servicer :  As defined in Section 9.12(b)(i).

Required Insurance Policy :  With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under the Servicing Agreement.

Residual Interests :  As specified in the Preliminary Statement.

Responsible Officer :  When used with respect to the Trustee or the Trust Administrator, any Director, any Managing Director, any Associate, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, any Trust Officer or any other officer of the Trustee or Trust Administrator, as applicable, customarily performing functions similar to those performed by any of the above designated officers having direct responsibility for the administration of this Agreement 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.

Restricted Classes :  As defined in Section 4.02(c).

S&P :  Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.  If S&P is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 11.05(b), the address for notices to S&P shall be Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041, Attention:  Residential Mortgage Monitoring Group, or such other address as S&P may hereafter furnish to each other party to this Agreement.

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

Sarbanes-Oxley Certification :  As defined in Section 9.12.

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.

Scheduled Principal Balance :  As to any Mortgage Loan and any Distribution Date, the unpaid principal balance of such Mortgage Loan as of such Due Date in the month preceding the month in which such Distribution Date occurs, as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous partial Principal Prepayments and Liquidation Proceeds allocable to principal received during the Prepayment Period for the prior Distribution Date (other than with respect to any Liquidated Loan), and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.  The Scheduled Principal Balance of any Mortgage Loan that has been prepaid in full or has become a Liquidated Loan during the related Prepayment Period shall be zero.

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

Security Agreement : With respect to a Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the related Cooperative Shares.

Senior Certificates :  As specified in the Preliminary Statement.

Senior Final Distribution Date :  With respect to any Group, the Distribution Date on which the respective Certificate Principal Balances of the Senior Certificates in each such Group have each been reduced to zero.

Senior Optimal Principal Amount :  For any Distribution Date and any Loan Group, the sum for all Mortgage Loans contributing to such Loan Group of (i) the Senior Percentage of: (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each such Mortgage Loan on the related Due Date, (b) the principal portion of the Purchase Price of each such Mortgage Loan that was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan contributing to such Loan Group received with respect to such Distribution Date and (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans related to such Loan Group that are not yet Liquidated Loans received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each such Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the lesser of (a) the Senior Percentage of the Scheduled Principal Balance of such Mortgage Loan, or (b) either (A) the Senior Prepayment Percentage, or (B) if an Excess Loss was sustained with respect to such Liquidated Loan during such prior calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, (iii) the Senior Prepayment Percentage of the sum of (a) all Principal Prepayments in Full received on the Mortgage Loans contributing to such Loan Group during the related Prepayment Period and (b) all partial Principal Prepayments on the Mortgage Loans contributing to such Loan Group applied during the related Prepayment Period, and (iv) with respect to any Distribution Date prior to the Cross-Over Date only, the Senior Prepayment Percentage of the Recoveries for such Loan Group received during the related Prepayment Period; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to such Mortgage Loan that is not a Liquidated Loan, the Senior Optimal Principal Amount will be reduced on the related Distribution Date by the Senior Percentage of the principal portion of such Bankruptcy Loss.

Senior Percentage :  As to any Distribution Date and Certificate Group, the lesser of (a) 100% and (b) the percentage equivalent of a fraction the numerator of which is the aggregate of the Certificate Principal Balances of each Class of Senior Certificates in such Certificate Group immediately preceding such Distribution Date and the denominator of which is the aggregate of the Scheduled Principal Balance of each Mortgage Loan contributing to the related Loan Group for such Distribution Date.

Senior Prepayment Percentage :  With respect to any Certificate Group and any Distribution Date during the seven years beginning on the first Distribution Date, 100%.  The Senior Prepayment Percentage for any Certificate Group and any Distribution Date occurring on or after the seventh anniversary of the first Distribution Date will, except as provided herein, be as follows:  for any Distribution Date in the first year thereafter, the Senior Percentage for such Certificate Group plus 70% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the second year thereafter, the Senior Percentage for such Certificate Group plus 60% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the third year thereafter, the Senior Percentage for such Certificate Group plus 40% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; for any Distribution Date in the fourth year thereafter, the Senior Percentage for such Certificate Group plus 20% of the related Subordinate Percentage for such Certificate Group for such Distribution Date; and for any Distribution Date thereafter, the Senior Percentage for such Certificate Group for such Distribution Date (unless on any Distribution Date the Senior Percentage for any Certificate Group exceeds the initial Senior Percentage for such Certificate Group, in which case the Senior Prepayment Percentage for each Certificate Group for such Distribution Date will once again equal 100%).  Notwithstanding the foregoing, no decrease in the Senior Prepayment Percentage for any Certificate Group will occur unless both of the related Senior Stepdown Conditions are satisfied; provided , however , that if on any Distribution Date the Senior Prepayment Percentage is not permitted to decrease because one or both of the related Senior Stepdown Conditions are not satisfied, such Senior Stepdown Conditions shall be tested on each succeeding Distribution Date and if both Senior Stepdown Conditions are satisfied the Senior Prepayment Percentage for that Certificate Group shall decrease; and provided , further , that upon the occurrence of a decrease in the Senior Prepayment Percentage for any Certificate Group during one of the periods described in the definition of “Senior Stepdown Conditions,” such decrease shall remain in effect for the remainder of such period.

Notwithstanding the preceding paragraph, if (x) prior to the Distribution Date in April 2010, the Subordinate Percentage for a Certificate Group is at least 200% of that Subordinate Percentage as of the Closing Date, the Senior Stepdown Conditions are satisfied with respect to the related Loan Group and cumulative Realized Losses with respect to the related Loan Group do not exceed 20% of the aggregate Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the related Senior Prepayment Percentage for the related Certificates will equal the related Senior Percentage for that Distribution Date plus 50% of the related Subordinate Percentage and (y) on or after the Distribution Date in April 2010, the Subordinate Percentage for a Certificate Group is at least 200% of that Subordinate Percentage as of the Closing Date, the Senior Stepdown Conditions are satisfied with respect to the related Loan Group and cumulative Realized Losses with respect to the related Loan Group do not exceed 30% of the aggregate Certificate Principal Balance of the Subordinated Certificates as of the Closing Date, the Senior Prepayment Percentage for that Loan Group will equal the Senior Percentage.

Senior Stepdown Conditions :  With respect to any Certificate Group, as of the last day of the month preceding the applicable Distribution Date as to which any decrease in the Senior Prepayment Percentage for such Certificate Group applies, (i) the aggregate Scheduled Principal Balance of all of the Mortgage Loans delinquent 60 days or more (including delinquent Mortgage Loans in bankruptcy, and all Mortgage Loans in foreclosure and REO Properties), as a percentage of the aggregate Certificate Principal Balance of the Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed (a) with respect to the Distribution Date on the seventh anniversary of the first Distribution Date, 30% of the Original Subordinate Principal Balance, (b) with respect to the Distribution Date on the eighth anniversary of the first Distribution Date, 35% of the related Original Subordinate Principal Balance, (c) with respect to the Distribution Date on the ninth anniversary of the first Distribution Date, 40% of the related Original Subordinate Principal Balance, (d) with respect to the Distribution Date on the tenth anniversary of the first Distribution Date, 45% of the related Original Subordinate Principal Balance and (e) with respect to the Distribution Date on the eleventh anniversary of the first Distribution Date, 50% of the related Original Subordinate Principal Balance.

Servicer :  SunTrust.

Servicer Remittance Date :  With respect to the Servicer and any Distribution Date, the 18th day of each calendar month, or if such 18th day is not a Business Day, the immediately preceding Business Day.

Servicing Advances :  All customary, reasonable and necessary “out of pocket” costs and expenses incurred in the performance by the Master Servicer of its master servicing obligations or the Servicer, as the case may be, of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any expenses reimbursable to the Master Servicer or the Servicer, as the case may be, pursuant to Section 3.11 and any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of any REO Property and (iv) compliance with the obligations under Section 3.09.

Servicing Agreement : the SunTrust Servicing Agreement and the Assignment Agreement.

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

Servicing Fee :  As to each Mortgage Loan and any Distribution Date, an amount payable out of each full payment of interest received on such Mortgage Loan and equal to one twelfth of the Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in the month immediately preceding the month in which such Distribution Date occurs (after giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction for any Compensating Interest payments required to be made by the Servicer.

Servicing Fee Rate :  With respect to each Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule.

Servicing Function Participant :  Any Subservicer, Subcontractor or any other Person, other than the Servicer, the Master Servicer and the Trust Administrator, that is participating in the servicing function within the meaning of Regulation AB, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (calculated by Aggregate Pool Principal Balance).

Special Hazard Coverage Termination Date :  The point in time at which the Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss :  Any Realized Loss as reported by the Servicer to the Master Servicer suffered by a Mortgaged Property on account of direct physical loss but not including (i) any loss of a type covered by a hazard insurance policy or a flood insurance policy required to be maintained with respect to such Mortgaged Property pursuant to Section 3.11 to the extent of the amount of such loss covered thereby, or (ii) any loss caused by or resulting from:

 

Special Hazard Loss Coverage Amount :  With respect to each Group and any Distribution Date, $7,317,767 less (i) the aggregate amount of Special Hazard Losses that would have been previously allocated to the Subordinate Certificates in the absence of the Loss Allocation Limitation and (ii) the related Adjustment Amount as of the most recent anniversary of March 1, 2007.  As of any Distribution Date on or after the Cross-Over Date, the Special Hazard Loss Coverage Amount shall be zero.

All principal balances for the purpose of this definition will be calculated as of the first day of the calendar month preceding the month of such Distribution Date after giving effect to Scheduled Payments on the Mortgage Loans then due, whether or not paid.

Special Hazard Mortgage Loan :  A Liquidated Loan as to which a Special Hazard Loss has occurred.

Standard & Poor’s Glossary :  The current Standard & Poor’s LEVELS® Glossary, as may be in effect from time to time.

Startup Day :  The Closing Date.

Stock Power :  With respect to a Cooperative Loan, an assignment of the stock certificate or an assignment of the Cooperative Shares issued by the Cooperative Corporation.

Subcontractor :  Any outsourcer that performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to more than 5% but less than 10% of the Mortgage Loans under the direction or authority of the Master Servicer, the Trust Administrator, the Custodian or the Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subcontractor performs such discrete functions and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).

Subordinate Certificates :  As specified in the Preliminary Statement.

 

Subordinate Pass-Through Rate: As defined in the Preliminary Statement.

Subordinated Portion :  For any Distribution Date and Loan Group, an amount equal to the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group as of the Due Date in the month prior to the month of such Distribution Date, minus the aggregate Class Certificate Balance of the related Senior Certificates immediately prior to such Distribution Date.

Subordinate Optimal Principal Amount :  For any Distribution Date and Loan Group, the sum for each Mortgage Loan contributing to such Loan Group of (i) the Subordinate Percentage of: (a) the principal portion of each Scheduled Payment (without giving effect, prior to the Bankruptcy Coverage Termination Date, to any reductions thereof caused by any Debt Service Reductions or Deficient Valuations) due on each such Mortgage Loan on the related Due Date, (b) the principal portion of the Purchase Price of each such Mortgage Loan that was repurchased by the Transferor pursuant to this Agreement as of such Distribution Date, (c) the Substitution Adjustment Amount in connection with any Deleted Mortgage Loan contributing to such Loan Group received with respect to such Distribution Date and (d) any Liquidation Proceeds (including Insurance Proceeds) allocable to recoveries of principal of Mortgage Loans contributing to such Loan Group that are not yet Liquidated Loans received during the calendar month preceding the month of such Distribution Date, (ii) with respect to each such Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of such Distribution Date, the portion of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan that was not included in clause (ii) of the definition of “Senior Optimal Principal Amount” with respect to such Distribution Date, (iii) the Subordinate Prepayment Percentage of the sum of (A) all Principal Prepayments in full received on the Mortgage Loans contributing to such Loan Group during the related Prepayment Period and (B) all partial Principal Prepayments on the Mortgage Loans contributing to such Loan Group applied during the related Prepayment Period, and (iv) with respect to any Distribution Date prior to the Cross-Over Date only, the Subordinate Prepayment Percentage of the Recoveries for such Loan Group received during the related Prepayment Period; provided , however , that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan contributing to such Loan Group that is not a Liquidated Loan, the Subordinate Optimal Principal Amount will be reduced on the related Distribution Date by the Subordinate Percentage of the principal portion of such Bankruptcy Loss.

Subordinate Percentage :  As to any Distribution Date and any Certificate Group, 100% minus the Senior Percentage for such Certificate Group for such Distribution Date.

Subordinate Prepayment Percentage :  As to any Distribution Date and any Certificate Group, 100% minus the Senior Prepayment Percentage for such Certificate Group for such Distribution Date, except that, on any Distribution Date after the Senior Final Distribution Date for any Certificate Group, the Subordinate Prepayment Percentage for each such Certificate Group will equal 100%.

Subordinate Principal Distribution Amount :  With respect to the Subordinate Certificates, the aggregate amount which would be payable as principal on the Subordinate Certificates from Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds and Group 5 Available Funds, in the aggregate, after application of Group 1 Available Funds, Group 2 Available Funds, Group 3 Available Funds, Group 4 Available Funds and Group 5 Available Funds in the aggregate (i) to make payments on the Senior Certificates, in accordance with Section 4.02(a)(i) items first and second and Section 4.02(d) and (ii) to make payments of Accrued Certificate Interest to the Subordinate Certificates in accordance with Section 4.02(a)(i) priority fourth .

Subservicer :  Any Person that (a) services Mortgage Loans on behalf of the Servicer pursuant to a subservicing agreement and is responsible for the performance of the material servicing functions required to be performed by the Servicer under the Servicing Agreement that are identified in Item 1122(d) of Regulation AB with respect to 10% or more of the Mortgage Loans under the direction or authority of the Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans, annually at the commencement of the calendar year prior to the year in which an Assessment of Compliance is required to be delivered, multiplied by a fraction, the numerator of which is the number of months during which such Subservicer services the related Mortgage Loans and the denominator of which is 12, or, in the case of the year in which the Closing Date occurs, the number of months elapsed in such calendar year).

Subsidiary REMIC :  As specified in the Preliminary Statement.

Subsidiary REMIC Regular Interest :  As specified in the Preliminary Statement.

Substitution Adjustment Amount :  The meaning ascribed to such term pursuant to Section 2.03.

SunTrust :  SunTrust Mortgage, Inc., a Virginia corporation, and its successors and assigns, in its capacity as Servicer of the SunTrust Mortgage Loans.

SunTrust Mortgage Loans :  The Mortgage Loans for which SunTrust is listed as “Servicer” on the Mortgage Loan Schedule.

SunTrust Servicing Agreement :  Solely with respect to the SunTrust Mortgage Loans, the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of December 1, 2004, by and between the Transferor, as purchaser and SunTrust, as seller and as servicer, as amended by Amendment Number One, dated as of July 1, 2005, as further amended by Amendment Number Two, dated as of February 28, 2006, as further amended by Amendment Number Three, dated as of April 1, 2006, as further amended by Amendment Number Four, dated as of August 1, 2006 and as further amended by Amendment Number Five dated as of March 21, 2007, and as the same may be further amended from time to time, and any assignments and conveyances related to the SunTrust Mortgage Loans.

Tax Matters Person :  In the case of each REMIC created by this Agreement, the person designated as “tax matters person” in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1 for such REMIC.

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

Transferor :  UBS Real Estate Securities Inc., a Delaware corporation, seller of the Mortgage Loans to the Depositor pursuant to the Mortgage Loan Purchase Agreement.

Trust Administrator :  Wells Fargo, in its capacity as Trust Administrator and any successor appointed hereunder.

Trust Administrator Compensation :  All investment earnings on amounts on deposit in the Distribution Account.

Trustee :  U.S. Bank National Association and, if a successor trustee is appointed hereunder, such successor, both in its capacity as trustee under this Agreement and the Trust Agreement.

Uncertificated REMIC Interests: The REMIC regular interests issued by the Master REMIC in uncertificated form as specified in the Preliminary Statement.

Undercollateralized Group :  With respect to any Certificate Group with respect to which, on any Distribution Date, the aggregate Certificate Principal Balance of the related Senior Certificates (other than the Interest Only Certificates) related to such Certificate Group (after giving effect to distributions to be made on such Distribution Date) is greater than the Group Balance of the related Loan Group for the following Distribution Date.

Underwriter’s Exemption :  Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

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) the Interest Only Certificates will be entitled to 1% in the aggregate of all Voting Rights, (b) 1% of all Voting Rights shall be allocated to each of the Class A-LR and Class A-UR Certificates (such Voting Rights to be allocated among the Holders of Certificates of each such Class in accordance with their respective Percentage Interests) and (c) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Principal Balances of their respective Certificates on such date.

Weighted Average Net Mortgage Rate : For any Distribution Date and Loan Group, the average of the Adjusted Net Mortgage Rates of the Mortgage Loans in that Loan Group, weighted on the basis of their respective Scheduled Principal Balances as of the Due Date in the prior month.

Wells Fargo :  Wells Fargo Bank, N.A., and its successors and assigns in its capacity as Master Servicer, Trust Administrator or Custodian, as the case may be, hereunder.

Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the parties hereto, all calculations of interest (other than as provided in the Mortgage Loan documents) provided for herein shall be made on the basis of a 360-day year consisting of twelve 30 day months.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

 

Notwithstanding the foregoing, if any Mortgage has been recorded in the name of Mortgage Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of Mortgage in favor of the Trustee will be required to be prepared or delivered and instead, the Master Servicer (or if the Master Servicer is the Servicer, the Trustee upon receipt of written notice that the records of MERS have not been so changed) shall enforce the obligations of the Servicer under its Servicing Agreement to cause the Trustee to be shown as the owner of the related Mortgage Loan on the records of MERS for the purpose of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

If in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy (together with all riders thereto) satisfying the requirements of clause (b)(i)(B), (C) or (E) above, respectively, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (b)(i)(B) or (C) above, or because the title policy has not been delivered to either the Custodian or the Depositor by the applicable title insurer in the case of clause (b)(i)(E) above, the Depositor shall promptly deliver to the Custodian, in the case of clause (b)(i)(B) or (C) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery of the original Mortgage and each such interim assignment or a copy thereof, certified, if appropriate, by the relevant recording office, be made later than one year following the Closing Date, or, in the case of clause (b)(i)(E) above, no later than 120 days following the Closing Date; provided , however , in the event the Depositor is unable to deliver by such date each Mortgage and each such interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each such interim assignment, because the related Mortgage has not been returned by the appropriate recording office, the Depositor shall deliver such documents to the Custodian as promptly as possible upon receipt thereof and, in any event, within 720 days following the Closing Date.  The Depositor shall forward or cause to be forwarded to the Custodian (a) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (b) any other documents required to be delivered by the Depositor to the Custodian.  In the event that the original Mortgage is not delivered and in connection with the payment in full of the related Mortgage Loan and the public recording office requires the presentation of a “lost instruments affidavit and indemnity” or any equivalent document, because only a copy of the Mortgage can be delivered with the instrument of satisfaction or reconveyance, the Custodian shall execute and deliver or cause to be executed and delivered such a document to the public recording office.  In the case where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, the Transferor shall deliver to the Custodian a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage.

As promptly as practicable subsequent to such transfer and assignment, set forth in clause (a) above and in any event, within ninety (90) days thereafter, the Custodian shall affix the Trustee’s name to each assignment of Mortgage, as the assignee thereof, and, subject to Section 2.02, the Master Servicer shall enforce the obligations of the Servicer pursuant to the Servicing Agreement to (i) cause such assignment to be in proper form for recording in the appropriate public office for real property records and (ii) cause to be delivered for recording in the appropriate public office for real property records the assignments of the Mortgages to the Trustee, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignment in recordable form, the Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within ninety (90) days after receipt thereof and except that the Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan (a) in any state where, in an Opinion of Counsel addressed to the Trustee, such recording is not required to protect the Trustee’s interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Depositor or the Transferor, (b) in any state where recordation is not required by either Rating Agency to obtain the initial ratings on the Certificates set forth in the Prospectus Supplement or (c) with respect to any Mortgage which has been recorded in the name of MERS, or its designee.  As of the date hereof, recordation is not required in any state by either Rating Agency to obtain the initial rating on the Certificates (upon which statement the Master Servicer, the Trustee and the Custodian may each conclusively rely).

In the case of Mortgage Loans that have been prepaid in full as of the Closing Date, the Depositor, in lieu of delivering the above documents to the Master Servicer on behalf of the Trustee, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.07 hereof.

The Custodian, on behalf of the Trustee, acknowledges receipt of the documents identified in the Initial Certification issued by it in the form annexed hereto as Exhibit G and declares that it holds and will hold such related documents and the other documents delivered to it constituting the Mortgage Files, and the Custodian and Trustee together declare that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.  The Custodian acknowledges that it will maintain possession of the Mortgage Notes held by it in the State of Minnesota, unless otherwise permitted by the Rating Agencies and the Trustee.

The Custodian agrees to execute and deliver on the Closing Date to the Depositor and the Trustee an Initial Certification in the form annexed hereto as Exhibit G.  Based on its review and examination, and only as to the documents identified in such Initial Certification, the Custodian acknowledges, subject to any applicable exceptions noted on Exhibit G, that such documents appear regular on their face and relate to such Mortgage Loan.  The Custodian shall not be under any duty or obligation to (i) inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face or (ii) determine whether the Mortgage File should include any of the documents specified in Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the Mortgage Loan Schedule indicates that such documents are applicable.

Not later than 90 days after the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and the Transferor a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon.  The Custodian shall make available, upon request of any Certificateholder, a copy of any exceptions noted on the Initial Certification or the Final Certification.  The Custodian shall make available, upon request of the Trustee, the identity of the originator for any Mortgage Loan with a material exception.

If, in the course of such review, the Custodian finds any document constituting a part of a related Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an exception in the Final Certification; provided , however , that the Custodian shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note, (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates or (iii) the Mortgage File should include any of the documents specified in Section 2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative Loan and Section 2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the Mortgage Loan Schedule indicates that such documents are applicable.

Upon receiving each Final Certification from the Custodian, the Transferor shall determine if there are any document defects listed as exceptions in such Final Certification.  In the event any such document defects exist, the Transferor shall promptly correct or cure such document defects, and if the Transferor fails to correct or cure the defect within ninety (90) days of the earlier of its discovery or its receipt of written notice from the Trustee, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Transferor shall repurchase the affected Mortgage Loan from the Trustee at the Purchase Price.  Any such purchase of a Mortgage Loan shall not be effected prior to the delivery to the Custodian of a Request for Release substantially in the form of Exhibit M.  The Purchase Price for any such Mortgage Loan shall be paid by the Transferor to the Master Servicer for deposit in the Collection Account on or prior to the Distribution Account Deposit Date for the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit, the Master Servicer shall instruct the Custodian to release, and the Custodian shall release, the related Mortgage File to the Transferor and the Trustee shall execute and deliver at the Transferor’s written request such instruments of transfer or assignment prepared by the Transferor, in each case without recourse, representation or warranty, as shall be necessary to vest in the Transferor, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.  The Transferor shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing such repurchase by the Transferor.

The Custodian shall retain possession and custody of each related Mortgage File in accordance with and subject to the terms and conditions set forth herein.  Pursuant to the terms of the Servicing Agreement, the Master Servicer shall cause the Servicer to promptly deliver to the Custodian who shall thereupon promptly deposit within each Mortgage File, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Mortgage File as come into the possession of the Servicer from time to time.

It is understood and agreed that the obligations of the Transferor hereunder to purchase any Mortgage Loan which does not meet the requirements of Section 2.01 above or substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan shall constitute the sole remedies respecting such defect available to the Trustee, the Master Servicer, the Depositor and any Certificateholder.

The Transferor hereby makes the representations and warranties set forth in Schedule II hereto, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off Date.  With respect to any of the representations and warranties set forth on Schedule II hereto which are made to the best of the Transferor’s knowledge, if it is discovered by any of the Depositor, the Master Servicer, the Transferor, the Servicer or the Trust Administrator that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Transferor’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Transferor pursuant to this Section 2.03 that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties hereto.  A breach which causes a Mortgage Loan not to constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, will be deemed automatically to materially and adversely affect the interests of the Certificateholders in such Mortgage Loan.  Upon receiving notice of a breach, the Trustee shall in turn notify the Transferor of such breach.  The Trustee shall enforce the obligations of the Transferor in accordance with this Section 2.03 to correct or cure any such breach of a representation or warranty made herein, and if the Transferor fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee shall enforce the Transferor’s obligations hereunder to (i) purchase such Mortgage Loan at the Purchase Price or (ii) substitute for the related Mortgage Loan an Eligible Substitute Mortgage Loan; provided , however , that the Trustee’s obligations to prosecute legal actions against the Transferor pursuant to this Section 2.03 shall be subject to the provisions set forth in Section 8.02(vi) regarding reimbursement of or reasonable indemnification for costs and expenses.  In each case, such Mortgage Loan (a “Deleted Mortgage Loan”) will be removed from the Trust Fund.

The Transferor hereby covenants that within ninety (90) days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made pursuant to this Section 2.03 which materially and adversely affects the interest of the Certificateholders in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such ninety (90) day period expires prior to the second anniversary of the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and substitute in its place an Eligible Substitute Mortgage Loan or Loans into the Trust Fund, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner set forth below.  The Transferor shall promptly reimburse the Master Servicer and the Trustee for any expenses reasonably incurred by the Master Servicer or the Trustee in respect of enforcing the remedies for such breach by the Transferor.

With respect to any Eligible Substitute Mortgage Loan or Loans, the Transferor shall deliver to the Custodian on behalf of the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01.  No substitution is permitted to be made on any day in any calendar month after the Determination Date for such month.

With respect to substitutions made by the Transferor, Scheduled Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution shall not be part of the Trust Fund and will be retained by the Transferor on the next succeeding Distribution Date.  For the month of substitution, distributions to Certificateholders will include the monthly payment due on any Deleted Mortgage Loan for such month and thereafter the Transferor shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan.  The Custodian shall amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan or Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to the Trustee.  Upon such substitution, the Eligible Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Transferor shall be deemed to have made with respect to such Eligible Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to this Section 2.03 with respect to such Mortgage Loan.  Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Transferor and shall execute and deliver or cause the Trustee to execute and deliver at the Transferor’s direction such instruments of transfer or assignment prepared by the Transferor, without recourse, representation or warranty, as shall be necessary to vest title in the Transferor, as applicable, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which the Transferor substitutes one or more Eligible Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine the amount (if any) by which the aggregate principal balance of all such Eligible Substitute Mortgage Loans as of the date of substitution is less than the aggregate Scheduled Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution).  The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans shall be remitted by the Transferor to the Master Servicer, and the Master Servicer shall deposit such amounts received from the Transferor into the Collection Account on or before the Distribution Account Deposit Date for the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

In the event that the Transferor shall have repurchased a Mortgage Loan, the Purchase Price therefor shall be deposited in the Collection Account pursuant to Section 3.07 on or before the Distribution Account Deposit Date for the Distribution Date in the month following the month during which the Transferor became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Purchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Custodian shall release the related Mortgage File held for the benefit of the Certificateholders to the Transferor, and the Trustee shall execute and deliver at the Transferor’s direction such instruments of transfer or assignment prepared by the Transferor, in each case without recourse, representation or warranty, as shall be necessary to transfer title from the Trustee.  It is understood and agreed that the obligation under this Agreement of the Transferor to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Transferor respecting such matters available to Certificateholders, the Master Servicer, the Depositor, the Trust Administrator or the Trustee on their behalf.

The provisions of this Section 2.03 shall survive the conveyance and assignment of the Mortgage Files to the Trustee and the delivery of the respective Mortgage Files to the Custodian for the benefit of the Trustee and the Certificateholders.

The Depositor hereby represents and warrants to the Trustee, the Trust Administrator and the Master Servicer with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, liens, defenses or counterclaims.

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 Custodian.  Upon discovery by the Depositor, the Transferor, the Master Servicer, the Trust Administrator or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.04 (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties hereto and to each Rating Agency.

The Trustee acknowledges the transfer and assignment to it of the Trust Fund by the Depositor pursuant to Section 2.01 hereof by the Depositor pursuant to Section 2.01 hereof and acknowledges the issuance of the REMIC Interests as described in the Preliminary Statement in exchange therefor.  The Trustee further acknowledges the transfer and assignment to it by the Underwriter pursuant to Section 5.07 hereof of the Uncertificated REMIC Interests described in the Preliminary Statement.  Concurrently with such transfers and assignments, the Trust Administrator, on behalf of the Trustee, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund.  The Trustee agrees to hold the Trust Fund and the Uncertificated REMIC Interests described in the Preliminary Statement and to exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

The Preliminary Statement sets forth the designations as “regular interests” or “residual interests” and “latest possible maturity date” for federal income tax purposes of all interests created hereby.  The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.  Each REMIC’s fiscal year shall be the calendar year.

The Master Servicer hereby covenants to the Depositor and the Trustee as follows:

The Master Servicer hereby represents and warrants to the Depositor, the Trustee and the Custodian, as of the Closing Date, or if so specified herein, as of the Cut-off Date:

The Custodian hereby represents and warrants to the Depositor, the Master Servicer, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date: