POOLING AND SERVICING AGREEMENT

Execution Copy

 J.P. MORGAN ACCEPTANCE CORPORATION I
Depositor

WELLS FARGO BANK, NATIONAL ASSOCIATION
Master Servicer and Securities Administrator

and

U.S. BANK NATIONAL ASSOCIATION
Trustee

___________________________

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2006
___________________________

J.P. MORGAN MORTGAGE TRUST 2006-A7

MORTGAGE PASS-THROUGH CERTIFICATES

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

Section 1.01

Definitions.

7

Section 1.02

Calculations Respecting Mortgage Loans.

45

ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01

Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.

45

Section 2.02

Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund.

49

Section 2.03

Representations and Warranties of the Depositor.

50

Section 2.04

Representations and Warranties as to the Mortgage Loans.

52

Section 2.05

Discovery of Breach; Repurchase or Substitution of Mortgage Loans.

55

Section 2.06

Grant Clause.

57

ARTICLE III
THE CERTIFICATES

Section 3.01

The Certificates.

59

Section 3.02

Registration.

59

Section 3.03

Transfer and Exchange of Certificates.

60

Section 3.04

Cancellation of Certificates.

63

Section 3.05

Replacement of Certificates.

63

Section 3.06

Persons Deemed Owners.

64

Section 3.07

Temporary Certificates.

64

Section 3.08

Appointment of Paying Agent.

65

Section 3.09

Book-Entry Certificates.

65

ARTICLE IV
ADMINISTRATION OF THE TRUST FUND

Section 4.01

Custodial Accounts; Distribution Account.

67

Section 4.02

[Reserved].

68

Section 4.03

[Reserved].

68

Section 4.04

Reports to Trustee and Certificateholders.

68

ARTICLE V
DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01

Distributions Generally.

70

Section 5.02

Distributions from the Distribution Account.

71

Section 5.03

Allocation of Losses.

75

Section 5.04

Advances by Master Servicer.

77

Section 5.05

Compensating Interest Payments.

77

Section 5.06

Deposit of Uncertificated REMIC Interests.

77

ARTICLE VI
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

Section 6.01

Duties of Trustee and the Securities Administrator.

77

Section 6.02

Certain Matters Affecting the Trustee and the Securities Administrator.

81

Section 6.03

Trustee and Securities Administrator Not Liable for Certificates.

82

Section 6.04

Trustee and the Securities Administrator May Own Certificates.

82

Section 6.05

Eligibility Requirements for Trustee.

83

Section 6.06

Resignation and Removal of Trustee and the Securities Administrator.

83

Section 6.07

Successor Trustee and Successor Securities Administrator.

84

Section 6.08

Merger or Consolidation of Trustee or the Securities Administrator.

85

Section 6.09

Appointment of Co-Trustee, Separate Trustee or Custodian.

85

Section 6.10

Authenticating Agents.

87

Section 6.11

Indemnification of the Trustee and the Securities Administrator.

88

Section 6.12

Fees and Expenses of Securities Administrator and the Trustee.

88

Section 6.13

Collection of Monies.

89

Section 6.14

Events of Default; Trustee To Act; Appointment of Successor.

89

Section 6.15

Additional Remedies of Trustee Upon Event of Default.

93

Section 6.16

Waiver of Defaults.

93

Section 6.17

Notification to Holders.

93

Section 6.18

Directions by Certificateholders and Duties of Trustee During Event of Default.

93

Section 6.19

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

94

Section 6.20

Preparation of Tax Returns and Other Reports.

94

ARTICLE VII
PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND

Section 7.01

Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation

of All Mortgage Loans.

95

Section 7.02

Procedure Upon Redemption or Termination of Trust Fund.

96

Section 7.03

Additional Trust Fund Termination Requirements.

97

ARTICLE VIII
RIGHTS OF CERTIFICATEHOLDERS

Section 8.01

Limitation on Rights of Holders.

98

Section 8.02

Access to List of Holders.

98

Section 8.03

Acts of Holders of Certificates.

99

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

Section 9.01

Duties of the Master Servicer; Enforcement of Servicers’ and Master Servicer’s

Obligations.

100

Section 9.02

Assumption of Master Servicing by Trustee.

102

Section 9.03

Representations and Warranties of the Master Servicer.

103

Section 9.04

Compensation to the Master Servicer.

105

Section 9.05

Merger or Consolidation.

105

Section 9.06

Resignation of Master Servicer.

105

Section 9.07

Assignment or Delegation of Duties by the Master Servicer.

106

Section 9.08

Limitation on Liability of the Master Servicer and Others.

106

Section 9.09

Indemnification; Third-Party Claims.

107

ARTICLE X
REMIC ADMINISTRATION

Section 10.01

REMIC Administration.

107

Section 10.02

Prohibited Transactions and Activities.

109

Section 10.03

Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status.

110

Section 10.04

REO Property.

110

Section 10.05

Fidelity.

111

ARTICLE XI
EXCHANGE ACT REPORTING

Section 11.01

Form 10-D Reporting.

111

Section 11.02

Form 10-K Reporting.

112

Section 11.03

Form 8-K Reporting.

114

Section 11.04

Delisting; Amendment; Late Filing of Reports.

115

Section 11.05

Annual Statements of Compliance.

116

Section 11.06

Annual Assessments of Compliance.

116

Section 11.07

Accountant’s Attestation.

118

Section 11.08

Sarbanes-Oxley Certification.

119

Section 11.09

Indemnification.

120

Section 11.10

Additional Information.

121

Section 11.11

Intention of the Parties and Interpretation.

121

Section 11.12

Notice under Article XI.

122

ARTICLE XII
MISCELLANEOUS PROVISIONS

Section 12.01

Binding Nature of Agreement; Assignment.

122

Section 12.02

Entire Agreement.

122

Section 12.03

Amendment.

122

Section 12.04

Voting Rights.

124

Section 12.05

Provision of Information.

124

Section 12.06

Governing Law.

124

Section 12.07

Notices.

125

Section 12.08

Severability of Provisions.

125

Section 12.09

Indulgences; No Waivers.

125

Section 12.10

Headings Not To Affect Interpretation.

125

Section 12.11

Benefits of Agreement.

126

Section 12.12

Special Notices to the Rating Agencies.

126

Section 12.13

Conflicts.

127

Section 12.14

Counterparts.

127

Section 12.15

No Petitions.

127

ATTACHMENTS

Exhibit A

Forms of Certificates

Exhibit B

Form of Residual Interest Transfer Affidavit (Transferee)

Exhibit C

Form of Residual Interest Transfer Affidavit (Transferor)

Exhibit D

[Reserved]

Exhibit E

List of Purchase and Servicing Agreements, Purchase Agreements and Servicing Agreements

Exhibit F

List of Custodial Agreements

Exhibit G

Set of Limited Purpose Surety Bonds

Exhibit H

Form of Rule 144A Transfer Certificate

Exhibit I

Form of Purchaser’s Letter for Institutional Accredited Investors

Exhibit J

Form of ERISA Transfer Affidavit

Exhibit K

Form of Letter of Representations with the Depository Trust Company

Exhibit L

Form of Custodian Certification

Exhibit M

Regulation AB Relevant Servicing Criteria Matrix

Exhibit N

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

Exhibit O

[Reserved]

Exhibit P

[Reserved]

Exhibit Q

Form of Annual Back-Up Certification

Exhibit R

Additional Disclosure Notification

Schedule A

Mortgage Loan Schedule

This POOLING AND SERVICING AGREEMENT, dated as of December 1, 2006 (the "Agreement"), by and among J.P. MORGAN ACCEPTANCE CORPORATION I, a Delaware corporation, as depositor (the "Depositor"), U.S. BANK NATIONAL ASSOCIATION, as trustee (the "Trustee"), and WELLS FARGO BANK, N.A., in its dual capacities as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), and acknowledged by J.P. MORGAN MORTGAGE ACQUISITION CORP., a Delaware corporation, as seller (the "Seller"), for purposes of Sections 2.04 and 2.05 and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as custodians (each a "Custodian and together, the "Custodians"), for purposes of Sections 11.01, 11.02, 11.03, 11.06, 11.07 and 11.09.

PRELIMINARY STATEMENT

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

As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the Additional Collateral (the "Excluded Trust Property")) be treated for federal income tax purposes as comprising two real estate mortgage investment conduits (each, a "REMIC" or, in the alternative, the "Lower-Tier REMIC" and the "Upper-Tier REMIC").  Each of the Certificates set forth below, other than the Exchangeable Certificates, the Exchangeable REMIC Certificates, and the Class A-R Certificate, shall represent ownership of a regular interest in the Upper-Tier REMIC for purposes of the REMIC Provisions.  The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC.  The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Lower-Tier Interests in the Lower-Tier REMIC (other than the Class LT-A-R Interest).  The Lower-Tier REMIC shall hold as assets all property of the Trust Fund (except for any related Excluded Trust Property).   The uncertificated Class LT-A-R Interest represents ownership of the sole class of residual interest in the Lower-Tier REMIC.  

The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date.

The Lower-Tier REMIC

The Lower-Tier REMIC Regular Interests shall have the initial Class Principal Amounts, pass-through rates and Corresponding Mortgage Pools as set forth in the following table:

_______________

(1)

Each Class A Interest shall have a principal balance initially equal to 0.9% of the Pool Subordinate Amount ("SP") of its corresponding Mortgage Pool. Each Class B Interest shall have a principal balance initially equal to 0.1% of the Pool Subordinate Amount of its corresponding Mortgage Pool. The initial principal balance of each Class C Interest shall equal the excess of the initial aggregate principal balance of its corresponding Mortgage Pool over the initial aggregate principal balances of the Class A and Class B Interests corresponding to such Mortgage Pool.

(2)

A Rate equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans of the corresponding Mortgage Pool.

(3)

The Class LT-A-R Interest is the sole class of residual interest in Lower-Tier REMIC. It has no principal balance and pays no principal or interest.

On each Distribution Date, the Available Funds from each Mortgage Pool in the Aggregate Pool shall be distributed with respect to its corresponding Lower-Tier REMIC Interests in the following manner:

(1) Interest . Interest is to be distributed with respect to each Lower-Tier 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 Interests, then principal amounts arising with respect to each such Mortgage Pool will be allocated: first to cause the Mortgage Pool's corresponding Class A and Class B to equal, respectively, 0.9% of the SP and 0.1% of the SP; and second to the Mortgage Pool'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 of a Mortgage Pool then:

(a) if the Calculation Rate in respect of such outstanding Class A and Class B Interests is less than the Subordinate Net WAC, Principal Relocation Payments will be made proportionately to the outstanding Class A Interests prior to any other Principal Distributions from such Mortgage Pool; and

(b) if the Calculation Rate in respect of the outstanding Class A and Class B Interests is greater than the Aggregate Pool Subordinate Net WAC, Principal Relocation Payments will be made proportionately to the outstanding Class B Interests prior to any other Principal Distributions from such Mortgage Pool.

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 Net WAC. With respect to each Mortgage Pool, if (and to the extent that) the sum of (a) the principal payments comprising the Principal Remittance Amount 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 Mortgage Pool’s other Interests that are not receiving Principal Relocation Payments, in proportion to their principal balances.

(c) The outstanding aggregate Class A and Class B Interests for all Mortgage Pools will not be reduced below 1 percent of the excess of (i) the aggregate outstanding Class Principal Amounts of all Mortgage Pools as of the end of any Due Period over (ii) the Senior Certificates for all Mortgage Pools as of the related Distribution Date (after taking into account distributions of principal on such Distribution Date).

If (and to the extent that) the limitation in paragraph (c) prevents the distribution of principal to the Class A and Class B Interests of a Mortgage Pool, and if the Mortgage Pool’s Class C Interest has already been reduced to zero, then the excess principal from that Mortgage Pool will be paid to the Class C Interests of the other Mortgage Pools, the aggregate Class A and Class B Interests of which are less than one percent of the Pool Subordinated Amount. If the Mortgage Pool of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate below the weighted average Net Mortgage Rate of the Mortgage Pool making the payment, then the payment will be treated by Lower-Tier REMIC as a Realized Loss. Conversely, if the Mortgage Pool of a Class C Interest that receives such payment has a weighted average Net Mortgage Rate above the weighted average Net Mortgage Rate of the Mortgage Pool making the payment, then the payment will be treated by the Lower-Tier REMIC 1 as a reimbursement for prior Realized Losses.

On each Distribution Date, the Securities Administrator shall be deemed to have distributed the Prepayment Premiums with respect to each Mortgage Pool on such Distribution Date to the Class "C" Interest related to such Mortgage Pool.

Upper-Tier REMIC

The following table sets forth (or describes) the Class designation, Certificate Interest Rate, initial Class Principal Amount and minimum denomination for each Class of Certificates comprising interests in the portion of the Trust Fund related to the Aggregate Pool created hereunder and the Exchangeable Certificates.

_______________

* Notional Amount.  

(1)

These Certificates are Exchangeable Certificates which will not be issued under this Agreement.

(2)

The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4 and Class A-R Certificates will equal the Pool 1 Net WAC.

(3)

On each Distribution Date (and the related Accrual Period) on or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 1-A-4L Certificates will equal the Pool 1 Net WAC, minus the related Certificate Margin.   On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 1-A-4L Certificates will equal the Pool 1 Net WAC.

(4)

On each Distribution Date (and the related Accrual Period) or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 1-A-4F, Class 2-A-3F, Class 2-A-4F, Class 3-A-2F, Class 3-A-3F and Class 4-A-2F Certificates will equal 0.50%.  On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 1-A-4F, Class 2-A-3F, Class 2-A-4F, Class 3-A-2F, Class 3-A-3F and Class 4-A-2F Certificates will equal 0.00%.

(5)

The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates will equal the Pool 2 Net WAC.

(6)

On each Distribution Date (and the related Accrual Period) on or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-1R, Class 2-A-3L, Class 2-A-3M, Class 2-A-4L, Class 2-A-4M and Class 2-A-4R Certificates will equal the Pool 2 Net WAC, minus the related Certificate Margin.   On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-1R, Class 2-A-3L, Class 2-A-3M, Class 2-A-4L, Class 2-A-4M and Class 2-A-4R Certificates will equal the Pool 2 Net WAC.

(7)

On each Distribution Date (and the related Accrual Period) or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-3S, Class 2-A-4S, Class 3-A-2S, Class 3-A-3S and Class 4-A-2S Certificates will equal 0.25%.  On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-3S, Class 2-A-4S, Class 3-A-2S, Class 3-A-3S and Class 4-A-2S Certificates will equal 0.00%.

(8)

On each Distribution Date (and the related Accrual Period) or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-1K and Class 2-A-4K Certificates will equal 0.373%.  On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 2-A-1K and Class 2-A-4K Certificates will equal 0.00%.

(9)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 3-A-1, Class 3-A-2, Class 3-A-3 and Class 3-A-4 Certificates will equal the Pool 3 Net WAC.

(10)

On each Distribution Date (and the related Accrual Period) or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 3-A-2L, Class 3-A-2M, Class 3-A-3L and Class 3-A-3M Certificates will equal the Pool 3 Net WAC, minus the related Certificate Margin.   On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 3-A-2L, Class 3-A-2M, Class 3-A-3L and Class 3-A-3M Certificates will equal the Pool 3 Net WAC.

(11)

The per annum Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class 4-A-1, Class 4-A-2 and Class 4-A-3 Certificates will equal the Pool 4 Net WAC.

(12)

On each Distribution Date (and the related Accrual Period) or prior to the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 4-A-2L and Class 4-A-2M Certificates will equal the Pool 4 Net WAC, minus the related Certificate Margin.   On each Distribution Date (and the related Accrual Period) after the related Interest Adjustment Date, the per annum Certificate Interest Rate for the Class 4-A-2L and Class 4-A-2M Certificates will equal the Pool 4 Net WAC.

(13)

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will be equal to the Subordinate Net WAC.

(14)

The Class P Certificate will not bear interest and shall be entitled to receive all Prepayment Premiums payable on the Mortgage Loans.

(15)

With respect to any Distribution Date and any Class of Interest-Only Certificates, the Class Notional Amount of such Class of Interest-Only Certificates will be the Class Principal Amount of the Related P&I Certificates immediately prior to such Distribution Date.

(16)

This class shall be issued in uncertificated form and shall constitute an Uncertificated REMIC Interest.  Each Class of Exchangeable REMIC Certificates issued under the Trust Agreement will be entitled to the same distributions of principal and interest as the corresponding Uncertificated REMIC Interest.

As of the Cut-off Date, the Mortgage Loans had an Aggregate Stated Principal Balance of $920,989,220.

The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier 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.  To the extent that the structure is believed to diverge from such intention the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish such result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of Counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 12.03 of this Agreement.

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

ARTICLE I

DEFINITIONS

Section 1.01

Definitions.  

The following words and phrases, unless the context otherwise requires, shall have the following meanings:

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

Accountant’s Attestation : The attestation required from an Accountant for each of the Master Servicer, the Securities Administrator, the Custodians and each Servicing Function Participant pursuant to Section 11.07.

Accrual Period : With respect to any Distribution Date and any Class of Certificates, the calendar month preceding the month in which the Distribution Date occurs.  Interest shall accrue on all Classes of Certificates and on all Lower-Tier Interests on the basis of a 360-day year consisting of twelve 30-day months.  

Acknowledgements : The Assignment, Assumption and Recognition Agreements assigning from the Seller to the Depositor and from the Depositor to the Trustee, for the benefit of the Certificateholders, their respective rights in the Purchase and Servicing Agreements and Servicing Agreements, as specifically identified in Exhibit E.

Act : The Securities Act of 1933, as amended.

Additional Collateral : With respect to any Additional Collateral Mortgage Loan, the marketable securities and other acceptable collateral pledged as collateral pursuant to the related pledge agreements.

Additional Disclosure Notification : As defined in Section 11.01.

Additional Collateral Mortgage Loan : Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

Additional Form 10-D Disclosure : As defined in Section 11.01.

Additional Form 10-K Disclosure : As defined in Section 11.02.

Adjustment Date : As to any Mortgage Loan, the date on which the related Mortgage Rate adjusts in accordance with the terms of the related Mortgage Note.

Advance : With respect to a Mortgage Loan, the payments required to be made by the Master Servicer or the applicable Servicer with respect to any Distribution Date pursuant to this Agreement or the applicable Purchase and Servicing Agreement or Servicing Agreement, as applicable, the amount of any such payment being equal to the aggregate of the payments of principal and interest (net of the applicable Servicing Fee, in the case of the applicable Servicer, and net of any net income in the case of any REO Property) on the Mortgage Loans that were due on the related Due Date and not received as of the close of business on the related Determination Date, less the aggregate amount of any such delinquent payments that the Master Servicer or the applicable Servicer has determined would constitute Nonrecoverable Advances if advanced.

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

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

Aggregate Pool :  Pool 1, Pool 2, Pool 3 and Pool 4.

Aggregate Stated Principal Balance :  As to any Distribution Date, the aggregate of the Stated Principal Balances for all Mortgage Loans (and when such term is used (a) with respect to a particular Mortgage Pool, the aggregate of the Stated Principal Balances of the Mortgage Loans in such Mortgage Pool or (b) with respect to the Aggregate Pool, the aggregate of the Stated Principal Balances of the Mortgage Loans in the Aggregate Pool) which were outstanding on the Due Date in the month preceding the month of such Distribution Date.

Aggregate Subordinate Percentage :  With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Subordinate Certificates immediately prior to that date, and the denominator of which is the Pool Balance for such Distribution Date.

Aggregate Voting Interests : The aggregate of the Voting Interests of all the Certificates under this Agreement.

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

American Home : American Home Mortgage Corp., or any successor in interest.

American Home Mortgage Loan : Each Mortgage Loan originated by American Home and listed on the Mortgage Loan Schedule.

American Home Purchase Agreement : Each agreement between the Seller and American Home listed under the heading "Purchase Agreements" in Exhibit E hereto.

Apportioned Principal Balance : As to any Distribution Date and each Class of Subordinate Certificates, the Class Principal Amount thereof immediately prior to such Distribution Date multiplied by a fraction, the numerator of which is the applicable Pool Subordinate Amount ( i.e. , the Pool 1 Subordinate Amount, the Pool 2 Subordinate Amount, the Pool 3 Subordinate Amount or the Pool 4 Subordinate Amount, as the case may require), and the denominator of which is the sum of the Pool Subordinate Amounts in the Aggregate Pool, in each case, for such Distribution Date.

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; provided, however, that with respect to certain Mortgage Loans financing the acquisition of the related Mortgaged Property is in New York State, the Appraised Value will be based solely on the appraisal made at the time of 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.

Assessment of Compliance :  The certification required from each of the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant pursuant to Section 11.06.

Assignment :  The Assignments, each dated as of December 1, 2006 between the Seller and the applicable Custodian, pursuant to which the Seller assigns to the Trustee all of its rights, title and interest under the related Custodial Agreements to the extent relating to certain specified mortgage loans.

Assignment of Mortgage :  An assignment of the 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 the sale of the Mortgage to the Trustee, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law; provided , however , that neither the Trustee nor the Custodians shall be responsible for determining whether any such assignment is in recordable form.

Assignment of Proprietary Lease :  With respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Proprietary Lease.

Assignment of Recognition Agreement :  With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

Authenticating Agent :  Any authenticating agent appointed by the Trustee pursuant to Section 6.10 until any successor authenticating agent for the Certificates is named, and thereafter  "Authenticating Agent" shall mean any such successor.  The Authenticating Agent shall be Wells Fargo Bank, N.A. for so long as it is acting as Securities Administrator under this Agreement.

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

Available Distribution Amount :  With respect to any Distribution Date and each Mortgage Pool, the total amount of all cash received by the Master Servicer on the Mortgage Loans in such Mortgage Pool from each Servicer or otherwise for deposit into the Distribution Account in respect of such Distribution Date, including (1) all scheduled installments of interest (net of the Master Servicer Fee, the related Servicing Fees and any lender paid primary mortgage guaranty insurance fees, if applicable) and principal collected on the related Mortgage Loans and due during the Due Period related to such Distribution Date, together with any Advances in respect thereof, (2) all Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and the proceeds of any Additional Collateral from the related Mortgage Loans, in each case for such Distribution Date, (3) all partial or full Principal Prepayments, together with any accrued interest thereon, identified as having been received from the related Mortgage Loans during the related Prepayment Period, (4) any amounts paid by the Master Servicer and/or received from the Servicers in respect of Prepayment Interest Shortfalls with respect to the related Mortgage Loans, (5) the aggregate Purchase Price of all Defective Mortgage Loans in such Mortgage Pool purchased from the Trust Fund during the related Prepayment Period, and (6) on the Distribution Date on which the related Mortgage Pool is to be terminated pursuant to Article VII hereof, that portion of the Redemption Price in respect of principal for such Mortgage Pool, up to the Par Value calculated for that Mortgage Pool, minus:

(A)

with respect to the Mortgage Loans in that Mortgage Pool (or, if not related to the Mortgage Pool, that Mortgage Pool’s pro rata share of), all related charges and other amounts payable or reimbursable to the Master Servicer, the Securities Administrator, the Custodians or the Trustee under this Agreement or to the related Servicers under the applicable Purchase and Servicing Agreements or Servicing Agreement, as applicable;

(B)

in the case of (2), (3), (4) and (5) above, any related unreimbursed expenses incurred by the related Servicers in connection with a liquidation or foreclosure and any unreimbursed Advances or Servicing Advances due to the Master Servicer or the related Servicers;

(C)

any related unreimbursed Nonrecoverable Advances due to the Master Servicer or the Servicers; and

(D)

in the case of (1) through (4) above, any related amounts collected which are determined to be attributable to a subsequent Due Period or Prepayment Period.

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

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

Bankruptcy Coverage Termination Date :  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; provided, however, that a Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long as the related Servicer has notified the Master Servicer in writing that the related 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 the Master Servicer or the related Servicer, in either case without giving effect to any Debt Service Reduction or Deficient Valuation, as reported by the related Servicer to the Master Servicer.

Bankruptcy Loss Coverage Amount :  As of any date of determination, the Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated solely to the Subordinate Certificates since the Cut-off Date and (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee and the Securities Administrator to the effect that any such reduction will not result in a downgrading of the then current ratings assigned to the related Classes of Certificates rated by it.

Book-Entry Certificates :  Beneficial interests in Certificates designated as "Book-Entry Certificates" in this Agreement, ownership and transfers of which shall be evidenced or made through book entries by a Clearing Agency as described in Section 3.09; provided , that after the occurrence of a Book-Entry Termination whereupon book-entry registration and transfer are no longer permitted and Definitive Certificates are to be issued to Certificate Owners, such Book-Entry Certificates shall no longer be "Book-Entry Certificates."  As of the Closing Date, the Certificates, other than the Class B-4, Class B-5, Class B-6, Class A-R and Class P Certificates and the Uncertificated REMIC Interests will be Book-Entry Certificates.

Book-Entry Termination :  The occurrence of any of the following events: (i) the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Certificates, and the Depositor is unable to locate a qualified successor; or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Clearing Agency.

Bring-Down Date :  With respect to any Mortgage Loan, the date as of which the applicable Originator makes the representations and warranties with respect to such Mortgage Loan and as specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable.

Business Day :  Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New York, New York or, if other than New York, the city in which the Corporate Trust Office of the Trustee is located, or the States of Maryland or Minnesota, 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 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 capped at zero or reduced by a fixed percentage of 100% of the interest accruing on such Class.

Certificate :  Any one of the certificates signed by the Trustee, or the Securities Administrator on the Trustee’s behalf, and authenticated by the Securities Administrator as Authenticating Agent in substantially the forms attached hereto as Exhibit A and issued pursuant to this Agreement and the Uncertificated REMIC Interests.

Certificate Group :  Each of the Group 1 Certificates, Group 2 Certificates, Group 3 Certificates and Group 4 Certificates.

Certificate Interest Rate :  With respect to each Class of Certificates and any Distribution Date, the applicable per annum rate described in the Preliminary Statement hereto.

Certificate Margin : With respect to the Class 2-A-3S, Class 2-A-4S, Class 3-A-2S, Class 3-A-3S and Class 4-A-2S Certificates, 0.25%.  With respect to the Class 2-A-1K and Class 2-A-4K Certificates, 0.373%.  With respect to the Class 1-A-4F, Class 2-A-3F, Class 2-A-4F, Class 3-A-2F, Class 3-A-3F and Class 4-A-2F Certificates, 0.50%.

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

Certificate Principal Amount :  With respect to any Certificate, at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, (A) plus any Subsequent Recoveries added to the Certificate Principal Amount of such Certificate pursuant to Section 5.03, (B) minus (i) the amount of all principal distributions previously made with respect to such Certificate; (ii) all Realized Losses allocated to such Certificate; and (iii) in the case of a Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated to such Certificates.  For purposes of Article V hereof, unless specifically provided to the contrary, Certificate Principal Amounts shall be determined as of the close of business of the immediately preceding Distribution Date, after giving effect to all distributions made on such date.

Certificate Register and Certificate Registrar :  The register maintained and the registrar appointed pursuant to Section 3.02.  The Securities Administrator will act as the initial Certificate Registrar under this Agreement.

Certificateholder :  The meaning provided in the definition of "Holder."

Certification Parties :  As defined in Section 11.08.

Certifying Person :  As defined in Section 11.08.

Chase Originator :  CHF and/or JPMCB, as the context requires.

Chase Originator Mortgage Loan :  Each Mortgage Loan originated by a Chase Originator and listed on the Mortgage Loan Schedule.

Chase Originator Purchase and Servicing Agreement : Each agreement between the Seller and a Chase Originator listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as modified by the related Acknowledgement.

CHF :  Chase Home Finance, LLC (successor by merger to Chase Manhattan Mortgage Corporation) or its successor in interest.

Civil Relief Act :  The Servicemembers Civil Relief Act and any similar state laws.

Class :  Collectively, Certificates bearing the same class designation.  In the case of a Lower-Tier REMIC, the term "Class" refers to all Lower-Tier Interests having the same alphanumeric designation.

Class A-R Certificate :  The Class A-R Certificate executed by the Trustee or Securities Administrator on behalf of the Trustee, and authenticated and delivered by the Authenticating Agent, substantially in the form annexed hereto as Exhibit A, and evidencing the ownership of the residual interest in the Upper-Tier REMIC.

Class Notional Amount : With respect to any Class of Interest-Only Certificates and any Distribution Date, as set forth in the Preliminary Statement.

Class P Reserve Fund :  The Eligible Account established pursuant to Section 5.02(j).

Class Principal Amount :  With respect to each Class of Certificates, the aggregate of the Certificate Principal Amounts of all Certificates of such Class at the date of determination.  With respect to any Lower-Tier Interest, the initial Class Principal Amount as shown or described in the table set forth in the Preliminary Statement for the issuing REMIC, as reduced by principal distributed with respect to such Lower-Tier Interest and Realized Losses allocated to such Lower-Tier Interest at the date of determination.

Class Subordination Percentage :  With respect to each Class of Subordinate Certificates, for each Distribution Date, the percentage obtained by dividing the Class Principal Amount of such Class immediately prior to such Distribution Date by the aggregate Class Principal Amount of all the Certificates.

Clearing Agency :  An organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.  As of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

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

Closing Date :  December 22, 2006.

Code :  The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Commission :  The Securities and Exchange Commission.

Compensating Interest Payment :  As to any Distribution Date, the lesser of (1) the aggregate Master Servicing Fee for such date, to the extent that Prepayment Interest Shortfalls relating to such Distribution Date are required to be paid by the Servicers pursuant to the Purchase and Servicing Agreements or Servicing Agreements, as applicable, as amended by the Acknowledgements, but not actually paid by the Servicers, and (2) any Prepayment Interest Shortfall for such date.

Consent :  A document executed by the Cooperative Corporation (i) consenting to the sale of the Cooperative Unit to the Mortgagor and (ii) certifying that all maintenance charges relating to the Cooperative Unit have been paid.

Controlling Person :  With respect to any Person, any other Person who "controls" such Person within the meaning of the Securities Act.

Cooperative Corporation :  The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

Cooperative Loan :  Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

Cooperative Property :  The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the shares of the Cooperative Corporation.

Cooperative Shares :  Shares issued by a Cooperative Corporation.

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

Corporate Trust Office :  With respect to the Trustee, the corporate trust office of the Trustee located at 60 Livingston Avenue, Mailcode: EP-MN-WS3D, St. Paul, MN 55107-2232, Attention: Structured Finance Trust Services, J.P. Morgan Mortgage Trust 2006-A7, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator or the principal corporate trust office of any successor Trustee.  With respect to the Certificate Registrar and presentment of Certificates for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust, J.P. Morgan Mortgage Trust 2006-A7.

Countrywide :  Countrywide Home Loans, Inc., or any successor in interest.

Countrywide Servicing :  Countrywide Home Loans Servicing L.P. or any successor in interest.

Countrywide Mortgage Loan :  Each Mortgage Loan originated by Countrywide and listed on the Mortgage Loan Schedule.

Countrywide Purchase and Servicing Agreement :  Each agreement between the Seller and Countrywide or Countrywide Servicing listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as modified by the related Acknowledgement.

Credit Support Depletion Date :  The first Distribution Date, if any, on which the aggregate Class Principal Amount of the Subordinate Certificates have been reduced to zero.

Cross-Over Situation :  For any Distribution Date and for any Mortgage Pool (after taking into account principal distributions on such Distribution Date) a Cross-Over Situation exists with respect to the Class A and Class B Interests of the Mortgage Pool if such Interests in the aggregate are less than 1% of the Pool Subordinate Amount of the Mortgage Pool.

CTX :  CTX Mortgage Company, LLC, or any successor in interest.

CTX Mortgage Loan :  Each Mortgage Loan originated by CTX and listed on the Mortgage Loan Schedule.

CTX Purchase Agreement :  Each agreement between the Seller and CTX listed under the heading "Purchase Agreements" in Exhibit E hereto.

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

Custodial Accounts :  Each custodial account (other than an Escrow Account) established and maintained by a Servicer pursuant to a Purchasing and Servicing Agreement or Servicing Agreement, as applicable.

Custodial Agreements :  The Custodial Agreements, listed in Exhibit F hereof, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Custodian :  A Person who is at anytime appointed by the Trustee and the Depositor as a custodian of the Mortgage Documents and the Trustee Mortgage Files.  The initial Custodians are  JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A.  Any corporation or association into which a Custodian may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which such Custodian shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of such Custodian may be sold or otherwise transferred, shall be the successor to such Custodian hereunder without any further act.

Cut-off Date :  December 1, 2006.

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.

Defective Mortgage Loan :  The meaning specified in Section 2.05.

Deficient Valuation :  With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding 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 Certificate :  A Certificate of any Class issued in definitive, fully registered, certificated form.

Deleted Mortgage Loan :  A Mortgage Loan which is repurchased, or replaced or to be replaced with a Replacement Mortgage Loan.

Delinquent :  Any Mortgage Loan with respect to which the Scheduled Payment due on a Due Date is not received.

Depositor :  J.P. Morgan Acceptance Corporation I, a Delaware corporation having its principal place of business in New York, or its successors in interest.

Determination Date :  With respect to each Distribution Date and Servicer, the date specified as such in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

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

Distribution Account :  The separate Eligible Account created and maintained by the Securities Administrator, on behalf of the Trustee, pursuant to Section 4.01.  Funds in the Distribution Account (exclusive of any earnings on investments made with funds deposited in the Distribution Account) shall be held in trust for the Trustee and the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date :  With respect to each Servicer, the Remittance Date as defined in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, commencing in January 2007.

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

Due Date :  With respect to any Mortgage Loan, the date on which a Scheduled Payment is due under the related Mortgage Note as indicated in the applicable Purchase and Servicing Agreement or Purchase Agreements.

Due Period :  As to any Distribution Date, the period beginning on the second day of the month preceding the month of such Distribution Date, and ending on the first day of the month of such Distribution Date.

E-Loan :  E-Loan, Inc., or any successor in interest.

E-Loan Mortgage Loan :  Each Mortgage Loan originated by E-Loan and listed on the Mortgage Loan Schedule.

E-Loan Sale and Servicing Agreement :  Each agreement between the Seller and E-Loan listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as modified by the related Acknowledgement.

Effective Loan-to-Value Ratio :  A fraction, expressed as a percentage, the numerator of which is the original Stated Principal Balance of the related Mortgage Loan, less the amount secured by the pledged assets required at the time of origination, if any, and the denominator of which is (a) in the case of a Mortgage Loan financing the acquisition of a Mortgaged Property, the lesser of the selling price of the Mortgaged Property and its appraised value determined in an appraisal obtained by the related Originator at origination of such Mortgage Loan; provided however, certain Mortgage Loans financing the acquisition of a Mortgaged Property in New York will be based solely on the appraised value, or (b) in the case of a refinancing, the appraised value of the Mortgaged Property at the time of such refinance.

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 or the SAIF (to the limits established by the FDIC or the SAIF) and the uninsured deposits in which accounts are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee, the Securities 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 trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company that is subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity or (iv) any other account acceptable to each Rating Agency, as evidenced by a signed writing delivered by each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee, the Paying Agent, the Securities Administrator or the Master Servicer.

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

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

ERISA-Restricted Certificate :  The Class A-R, Class P, Class B-4, Class B-5 or Class B-6, Certificates, and any Certificate that does not satisfy the applicable rating requirement under the Underwriter’s Exemption and the Uncertificated Interests.

Escrow Account :  As defined in Article I of each Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Estoppel Letter :  A document executed by the Cooperative Corporation certifying, with respect to a Cooperative Unit, (i) the appurtenant Proprietary Lease will be in full force and effect as of the date of issuance thereof, (ii) the related stock certificate was registered in the Mortgagor’s name and the Cooperative Corporation has not been notified of any lien upon, pledge of, levy of execution on or disposition of such stock certificate, and (iii) the Mortgagor is not in default under the appurtenant Proprietary Lease and all charges due the Cooperative Corporation have been paid.

Event of Default :  Any one of the conditions or circumstances enumerated in Section 6.14.

Excess Loss :  The amount of any (i) Fraud Loss on a Mortgage Loan in any Mortgage Pool realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard Loss on a Mortgage Loan in any Mortgage Pool realized after the Special Hazard Coverage Termination Date or (iii) Bankruptcy Loss on a Mortgage Loan in any Mortgage Pool realized after the Bankruptcy Coverage Termination Date.

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

Exchange Trustee :  U.S. Bank National Association, solely in its capacity as exchange trustee under the Trust Agreement.

Exchangeable Certificates : The Certificates designated as Exchangeable Certificates in the Preliminary Statement issued or issuable pursuant to the Trust Agreement in exchange for and in accordance with the Trust Agreement for the applicable Exchangeable REMIC Certificates.

Exchangeable REMIC Certificates :  The Class 1-A-3, Class 1-A-4, Class 2-A-1, Class 2-A-3, Class 2-A-4, Class 3-A-2, Class 3-A-3 and Class 4-A-2 Certificates.

Expense Fee Rate :  As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the Master Servicing Fee Rate, and the rate at which any lender paid primary mortgage guaranty insurance fee accrues, if applicable.

Fair Market Value :  An amount equal to the fair market value of all of the property of the Trust Fund, as agreed upon between the Master Servicer and a majority of the holders of the Uncertificated Interests; provided, however, that if the Master Servicer and a majority of the holders of the Uncertificated Interest do not agree upon the fair market value of all of such property of the Trust Fund, the Master Servicer, or an agent appointed by the Master Servicer, shall solicit bids for all of such property of the Trust Fund, until it has received three bids, and the Fair Market Value shall be equal to the highest of such three bids.

Fannie Mae :  The entity formerly known as the Federal National Mortgage Association, 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.

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

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

Form 8-K Disclosure Information :  As defined in Section 11.03.

Fraud Loan :  A Liquidated Mortgage Loan as to which a Fraud Loss has occurred, as reported by the related Servicer to the Master Servicer.

Fraud Loss Coverage Amount :  As of the Closing Date, $27,629,677, subject to reduction from time to time by the amount of Fraud Losses allocated to the Certificates.  In addition, on each anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be reduced on the first, second, third and fourth anniversaries of the Cut-off Date, to an amount equal to the lesser of (i) 2.00%, in the case of the first anniversary, and 1.00%, in the case of the second, third and fourth anniversaries, of the then current Aggregate Stated Principal Balance of the Aggregate Pool, and (ii) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date (or the Cut-off Date, in the case of the first anniversary), over the cumulative amount of Fraud Losses allocated to the related Certificates since the preceding anniversary and (b) on the fifth anniversary of the Cut-off Date, to zero.

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

Fraud Losses :  Losses sustained on a Liquidated Mortgage Loan as reported by the applicable servicer by reason of a default arising from fraud, dishonesty or misrepresentation.

Global Securities :  The global certificates representing the Book-Entry Certificates.

Group 1 :  All of the Group 1 Certificates.

Group 1 Certificate :  Any Class 1-A-2, Class 1-A-3, Class 1-A-4 or Class A-R Certificate.

Group 2 :  All of the Group 2 Certificates.

Group 2 Certificate :  Any Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 or Class 2-A-5 Certificate.

Group 3 :  All of the Group 3 Certificates.

Group 3 Certificate :  Any Class 3-A-1, Class 3-A-2, Class 3-A-3 or Class 3-A-4 Certificate.

Group 4 :  All of the Group 4 Certificates.

Group 4 Certificate :  Any Class 4-A-1, Class 4-A-2 or Class 4-A-3 Certificate.

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

HUD :  The United States Department of Housing and Urban Development, or any successor thereto.

Independent :  When used with respect to any Accountant, a Person who is "independent" within the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation S-X.  Independent means, 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, Securities Administrator, 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.

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

Initial Bankruptcy Loss Coverage Amount :  $100,000.

Initial Optional Purchase Date :  The first Distribution Date following the date on which the Aggregate Stated Principal Balance of the Mortgage Loans is equal to or less than 5.00% of the Aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date

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

Insurance Proceeds :  Proceeds paid by any Insurance Policy (excluding proceeds required to be applied to the restoration and repair of the related Mortgaged Property or released to the Mortgagor), in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses and the proceeds from any Limited Purpose Surety Bond.

Insured Expenses :  Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Adjustment Date : With respect to the Class 1-A-4L and Class 1-A-4F Certificates, the Distribution Date in August 2009.  With respect to the Class 2-A-1R, Class 2-A-1K, Class 2-A-3L, Class 2-A-3F, Class 2-A-3M, Class 2-A-3S, Class 2-A-4L, Class 2-A-4F, Class 2-A-4M, Class 2-A-4S, Class 2-A-4R and Class 2-A-4K Certificates, the Distribution Date in September 2011.  With respect to the Class 3-A-2L, Class 3-A-2F, Class 3-A-2M, Class 3-A-2S, Class 3-A-3L, Class 3-A-3F, Class 3-A-3M and Class 3-A-3S Certificates, the Distribution Date in August 2013.  With respect to the Class 4-A-2L, Class 4-A-2F, Class 4-A-2M and Class 4-A-2S Certificates, the Distribution Date in September 2016.

Interest Distribution Amount :  For each Class of Certificates, on any Distribution Date, the Current Interest for such Class, as reduced by (i) such Class’s share of Net Prepayment Interest Shortfalls and (ii) the related Class’ allocable share of (A) after the Special Hazard Coverage Termination Date, with respect to each Mortgage Loan in the related Mortgage Pool (or after the Credit Support Depletion Date, any Mortgage Loan in the Aggregate Pool) that became a Special Hazard Mortgage Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan in the related Mortgage Pool (or after the Credit Support Depletion Date, any Mortgage Loan in the Aggregate Pool) that became subject to a Bankruptcy Loss during the calendar month preceding the month of such Distribution Date, the interest portion of the related Debt Service Reduction or Deficient Valuation, (C) each related Relief Act Shortfall for the Mortgage Loans in the related Mortgage Pool (or after the Credit Support Depletion Date, any Mortgage Loan in the Aggregate Pool) incurred during the calendar month preceding the month of such Distribution Date and (D) after the Fraud Loss Coverage Termination Date, with respect to each Mortgage Loan in the related Mortgage Pool (or after the Credit Support Depletion Date, any Mortgage Loan in the Aggregate Pool) that became a Fraud Loan during the calendar month preceding the month of such Distribution Date, the excess of one month’s interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month.  Any such shortfalls and reductions for a Mortgage Pool shall be allocated among all Classes of the Senior Certificates of the Related Certificate Group (or after the Credit Support Depletion Date, all Classes of the Senior Certificates) proportionately on the basis of the Current Interest otherwise payable thereon on such Distribution Date and among the Subordinate Certificates on the basis of Current Interest, except such interest shall be calculated on the related Apportioned Principal Balances before taking into account any of the foregoing reductions.

Interest-Only Certificates : The Class 1-A-4F, Class 2-A-1K, Class 2-A-3F, Class 2-A-3S, Class 2-A-4F, Class 2-A-4S, Class 2-A-4K, Class 3-A-2F, Class 3-A-2S, Class 3-A-3F, Class 3-A-3S, Class 4-A-2F and Class 4-A-2S Certificates.

Interest Shortfall :  As to any Class of Certificates and any Distribution Date, (i) the amount by which the Interest Distribution Amount for such Class on all prior Distribution Dates exceeds (ii) amounts distributed in respect thereof to such Class on prior Distribution Dates.

Interest Transfer Amount :  For any Distribution Date and for any Undercollateralized Group, an amount equal to one month’s interest on the applicable Principal Transfer Amount at the Net WAC of the applicable Undercollateralized Group, plus any interest accrued on the Senior Certificates of such Undercollateralized Group remaining unpaid from prior Distribution Dates.

Intervening Assignments :  The original intervening assignments of the Mortgage, notices of transfer or equivalent instrument.

Item 1123 Certification :  The certification required from each of the Master Servicer, the Securities Administrator and each Servicing Function Participant pursuant to Section 11.05.

Johnson Bank :  Johnson Bank, or any successor in interest.

Johnson Bank Mortgage Loan :  Each Mortgage Loan originated by Johnson Bank and listed on the Mortgage Loan Schedule.

Johnson Bank Sale and Servicing Agreement :  Each agreement between the Seller and Johnson Bank listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as modified by the related Acknowledgement.

JPMCB :  JPMorgan Chase Bank, National Association, or its successors in interest.

Latest Possible Maturity Date : The Distribution Date occurring in the month three years after the latest scheduled maturity date for any Mortgage Loan included in the Trust Fund on the Closing Date.  

Limited Purpose Surety Bond :  Any Limited Purpose Surety Bond listed in Exhibit G.  

Liquidated Mortgage Loan :  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated in the calendar month preceding the month of such Distribution Date and as to which the related Servicer has certified (in accordance with its Purchase and Servicing Agreement or Servicing Agreement, as applicable) 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 and the proceeds of any Additional Collateral, 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.

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.

Lower-Tier Interest :  Any one of the interests in the Lower-Tier REMIC as described in the Preliminary Statement.

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

M&T :  M&T Mortgage Corporation, or any successor in interest.

M&T Mortgage Loan :  Each Mortgage Loan originated by M&T and listed on the Mortgage Loan Schedule.

M&T Purchase Agreement :  Each agreement between the Seller and M&T, listed under the heading "Purchase Agreements" in Exhibit E hereto.

Margin :  As to each Mortgage Loan, the percentage amount set forth on the related Mortgage Note added to the Index in calculating the Mortgage Rate thereon.

Market Street :  Market Street Mortgage Corporation, or any successor in interest.

Market Street Mortgage Loan :  Each Mortgage Loan originated by Market Street and listed on the Mortgage Loan Schedule.

Market Street Purchase Agreement :  Each agreement between the Seller and Market Street, listed under the heading "Purchase Agreements" in Exhibit E hereto.

Master Servicer :  Wells Fargo Bank, N.A., a national banking association organized under the laws of the United States in its capacity as Master Servicer and any Person succeeding as Master Servicer hereunder or any successor in interest, or if any successor master servicer shall be appointed as herein provided, then such successor master servicer.

Master Servicing Fee :  With respect to any Distribution Date, an amount equal to 1/12 ^th of the product of (1) the principal balance of the Mortgage Loans as of the first day of the related Due Period and (2) the Master Servicing Fee Rate with respect to the Mortgage Loans.  The Master Servicer also may be entitled to a portion of the investment earnings on amounts on deposit in the Distribution Account payable under the terms hereof.

Master Servicing Fee Rate :  With respect to the Mortgage Loans, a per annum rate equal to 0.0090%.

Maximum Rate :  As to any Mortgage Loan, the maximum rate set forth on the related Mortgage Note at which interest can accrue on such Mortgage Loan.

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

MERS Mortgage Loan :  Any Mortgage Loan registered with MERS on the MERS® System.

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

MIN :  The mortgage identification number for any MERS Mortgage Loan.

MOM Loan :  Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

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

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

Mortgage Documents :  With respect to each Mortgage Loan, the mortgage documents required to be delivered to the applicable Custodian pursuant to the related Custodial Agreement.

Mortgage Loan :  A Mortgage and the related notes or other evidences of indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant to Section 2.01 (including any Replacement Loan and REO Property), including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

Mortgage Loan Schedule :  The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended by the Depositor or a Servicer from time to time to reflect the addition of Replacement Mortgage Loans to, or the deletion of Deleted Mortgage Loans from, the Trust Fund.  Such schedule shall, among other things (i) designate the Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate, (ii) identify the designated Mortgage Pool in which such Mortgage Loan is included, and (iii) separately identify Additional Collateral Mortgage Loans.  

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

Mortgage Pool :  Each of Pool 1, Pool 2, Pool 3 and Pool 4.

Mortgaged Property :  The underlying property, including any Additional Collateral, securing a Mortgage Loan which, with respect to a Cooperative Loan, is the related Cooperative Shares and Proprietary Lease.

Mortgage Rate :  As to any Mortgage Loan, the annual rate of interest borne by the related Mortgage Notes.

Mortgagor :  The obligor on a Mortgage Note.

Net Liquidation Proceeds :  With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property, the related Liquidation Proceeds net of Advances, Servicer Advances, Servicing Fees and/or Master Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

Net Mortgage Rate :  With respect to any Mortgage Loan and any Distribution Date, the related Mortgage Rate as of the Due Date in the month preceding the month of such Distribution Date reduced by the Expense Fee Rate for such Mortgage Loan.

Net Prepayment Interest Shortfall :  With respect to a Mortgage Pool and any Distribution Date, the amount by which a Prepayment Interest Shortfall for the related Prepayment Period exceeds the amount that the Master Servicer is obligated to remit pursuant to the terms hereof and/or each Servicer is obligated to remit pursuant to the Purchase and Servicing Agreement or applicable Servicing Agreement to cover such shortfall for such Due Period.

Net WAC :  As to any Distribution Date, the weighted average of the Net Mortgage Rates of the Mortgage Loans (or any Mortgage Pool) as of the first day of the calendar month preceding the month of such Distribution Date, weighted on the basis of their outstanding Stated Principal Balances (after giving effect to the Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.  

Non-Book-Entry Certificate :  Any Certificate other than a Book-Entry Certificate.

Non-Permitted Foreign Holder :  As defined in Section 3.03(f).

Non-U.S. Person :  Any person other than a "United States person" within the meaning of Section 7701(a)(30) of the Code.

Nonrecoverable Advance :  Any portion of an Advance or Servicer Advance previously made or proposed to be made by the Master Servicer and/or a Servicer (as certified in an Officer’s Certificate of such Servicer), which in the good faith judgment of such party, shall not be ultimately recoverable by such party from the related Mortgagor, related Liquidation Proceeds or otherwise.

Offering Document :  The Prospectus.

Officer’s Certificate :  A certificate signed by two Authorized Officers of the Depositor or the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of the Master Servicer or the Securities Administrator, and in each case delivered to the Trustee or the Securities Administrator , as the case may be, as required by this Agreement.

Officer’s Certificate of a Servicer :  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 a Servicer, or (ii) if provided for herein, signed by a Servicing Officer, as the case may be, and delivered to the Trustee, the Securities Administrator or the Master Servicer, as required hereby.

Opinion of Counsel :  A written opinion of counsel, reasonably acceptable in form and substance to the Trustee, the Securities Administrator or the Master Servicer, as required hereby, and who may be in-house or outside counsel to the Depositor, the Master Servicer, the Securities Administrator or the Trustee but which must be Independent outside counsel with respect to any such opinion of counsel concerning the transfer of any Residual Certificate or Uncertificated Interest or concerning certain matters with respect to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the taxation, or the federal income tax status, of each REMIC.

Original Applicable Credit Support Percentage :  With respect to each Class of the Subordinate Certificates, the corresponding percentage set forth opposite its Class designation:

Originator :  Any one of American Home, the Chase Originators, Countrywide, CTX,  E-Loan, Johnson Bank, Market Street, M&T, PHH, Weichert or Wells Fargo Home Mortgage, as applicable.

Overcollateralized Group :  On any Distribution Date, any Certificate Group which is not an Undercollateralized Group.

Par Value :  The amount calculated pursuant to clause (1) of the definition of Redemption Price.

Paying Agent :  Any paying agent appointed pursuant to Section 3.08.  The initial Paying Agent shall be the Securities Administrator.

PCAOB :  The Public Company Accounting Oversight Board.

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

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

(i)

obligations of the United States or any agency thereof, provided that such obligations are backed by the full faith and credit of the United States;

(ii)

general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iii)

commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency rating such paper, or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iv)

certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long-term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody’s is not the applicable Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for such securities, or such lower ratings as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(v)

demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC;

(vi)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation acceptable to the Rating Agencies at the time of the issuance of such agreements, as evidenced by a signed writing delivered by each Rating Agency;

(vii)

repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;

(viii)

securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such series), or such lower rating as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(ix)

interests in any money market fund which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable rating by each Rating Agency rating such fund or such lower rating as shall not result in a change in the rating then assigned to the Certificates by each Rating Agency, as evidenced by a signed writing delivered by each Rating Agency, including funds for which the Trustee, the Master Servicer, the Securities Administrator or any of its Affiliates is investment manager or adviser;

(x)

short-term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each applicable Rating Agency in their respective highest applicable rating category or such lower rating as shall not result in a change in the rating then specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency; and

(xi)

such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to the Rating Agencies as shall not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if (i) such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument or (ii) such instrument would require the Depositor to register as an investment company under the Investment Company Act of 1940, as amended.

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

PHH : PHH Mortgage Corporation formerly known as Cendant Mortgage Corporation, or any successor in interest.

PHH Mortgage Loan : Each Mortgage Loan originated by PHH and listed on the Mortgage Loan Schedule.

PHH Purchase and Servicing Agreement : Each agreement between the Seller and PHH listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as modified by the related Acknowledgement.

Pool 1 : The aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 1.

Pool 1 Mortgage Loans : Any Mortgage Loan in Pool 1.

Pool 1 Net WAC : With respect to any Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances (after giving effect to Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.

Pool 1 Subordinate Amount : For any Distribution Date, the excess of the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the first day of the month preceding the month of such Distribution Date over the sum of the Class Principal Amount of the Group 1 Certificates immediately before such Distribution Date.

Pool 2 : The aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 2.

Pool 2 Mortgage Loans : Any Mortgage Loan in Pool 2.

Pool 2 Net WAC : With respect to any Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances (after giving effect to Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.

Pool 2 Subordinate Amount : For any Distribution Date, the excess of the Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans as of the first day of the month preceding the month of such Distribution Date over the sum of the Class Principal Amount of the Group 2 Certificates immediately before such Distribution Date.

Pool 3 : The aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 3.

Pool 3 Mortgage Loans : Any Mortgage Loan in Pool 3.

Pool 3 Net WAC : With respect to any Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 3 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances (after giving effect to Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.

Pool 3 Subordinate Amount : For any Distribution Date, the excess of the Aggregate Stated Principal Balance of the Pool 3 Mortgage Loans as of the first day of the month preceding the month of such Distribution Date over the sum of the Class Principal Amounts of the Group 3 Certificates immediately before such Distribution Date.

Pool 4 : The aggregate of Mortgage Loans identified on the Mortgage Loan Schedule as being included in Pool 4.

Pool 4 Mortgage Loans : Any Mortgage Loan in Pool 4.

Pool 4 Net WAC : With respect to any Distribution Date, the weighted average of the Net Mortgage Rates of the Pool 4 Mortgage Loans as of the first day of the calendar month immediately preceding the calendar month of such Distribution Date, weighted on the basis of their Stated Principal Balances (after giving effect to Scheduled Payments due on or before such date and Principal Prepayments received prior to such date) at such time.

Pool 4 Subordinate Amount : For any Distribution Date, the excess of the Aggregate Stated Principal Balance of the Pool 4 Mortgage Loans as of the first day of the month preceding the month of such Distribution Date over the sum of the Class Principal Amounts of the Group 4 Certificates immediately before such Distribution Date.

Pool Subordinate Amount : Any of the Pool 1, Pool 2, Pool 3 or Pool 4 Subordinate Amounts.

Prepayment Interest Shortfall : With respect to any full or partial Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan or, with respect to a partial Principal Prepayment, the portion of the Stated Principal Balance subject to the prepayment, immediately prior to such Principal Prepayment over (ii) the amount of interest actually received with respect to such Mortgage Loan in connection with such Principal Prepayment.

Prepayment Period : With respect to each Distribution Date, the calendar month immediately preceding the month in which the Distribution Date occurs.

Prepayment Premiums : With respect to each Mortgage Loan, the prepayment charge or penalty interest required to be paid by the Mortgagor in connection with a prepayment of the related Mortgage Loan, as provided in the related Mortgage Note or Mortgage, and as specified on the Mortgage Loan Schedule.

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

Principal Prepayment : Any Mortgagor payment of principal or other recovery of principal on a Mortgage Loan that is recognized as having been received or recovered in advance of its scheduled Due Date and applied to reduce the principal balance of the Mortgage Loan in accordance with the terms of the Mortgage Note or the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Principal Relocation Payment : A payment from any Mortgage Pool to Lower-Tier REMIC Regular Interests that correspond to a different Mortgage Pool as provided in the Preliminary Statement.  Principal Relocation Payments shall be made of principal allocations comprising the Senior Principal Distribution Amount and the Subordinate Principal Distribution Amount from a Mortgage Pool.

Principal Transfer Amount : For any Distribution Date and for any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Amount of the Senior Certificates related to such Undercollateralized Group immediately prior to such Distribution Date, over the Aggregate Stated Principal Balance of the related Mortgage Pool immediately prior to such Distribution Date.

Proprietary Lease : With respect to any Cooperative Property, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

Prospectus : The prospectus supplement dated December 21, 2006, together with the accompanying prospectus dated September 21, 2006, relating to the Certificates.

Purchase Agreement : The agreements listed under the heading "Purchase Agreements" in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Purchase and Servicing Agreement : The agreements listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

Purchase Price : With respect to any Mortgage Loan required or permitted to be purchased by the Seller or the Depositor pursuant to this Agreement, or by the related Originator or Servicer pursuant to the related Purchase and Servicing Agreement or Purchase Agreement, as applicable, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase and (ii) accrued interest thereon at the applicable Net Mortgage Rate from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, or such other amount as may be specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable.

Rapid Prepayment Conditions : As to any Distribution Date, if (1) the Aggregate Subordinate Percentage on such date is less than 200% of the Aggregate Subordinate Percentage on the Closing Date; or (2) the outstanding Stated Principal Balance of the Mortgage Loans in any Mortgage Pool Delinquent 60 days or more (including Mortgage Loans in REO, foreclosure, or bankruptcy status) (averaged over the preceding six-month period), as a percentage of such Mortgage Pool’s Pool Subordinate Amount, is greater than or equal to 50%.  

Rating Agency : Each of Fitch Ratings and Moody’s.

Realized Loss : With respect to each Liquidated Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage 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 Stated Principal Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation Proceeds and the proceeds of any Additional Collateral, 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 Mortgage 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.  With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the present value of all monthly Debt Service Reductions on the Mortgage Loan, assuming that the mortgagor pays each Scheduled Payment on the applicable Due Date and that no Principal Prepayments are received on the Mortgage Loan, discounted at the applicable Mortgage Rate.

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 : As to any Distribution Date the last Business Day of the calendar month preceding the month of such Distribution Date.

Redemption Date : As defined in Section 7.01(c).

Redemption Price : With respect to a Redemption Date, an amount equal to the greater of (1) the sum of (i) 100% of the Stated Principal Balance of each related Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date and (ii) with respect to any related REO Property, the appraised value of any related REO Property as determined by the higher of two appraisals completed by two independent appraisers selected by the Depositor at the expense of the Depositor and (iii) any remaining unreimbursed Advances and Servicing Advances, unpaid Servicing Fees, unpaid Master Servicing Fees and unpaid lender paid mortgage guaranty insurance fees, if applicable, with respect to the related Mortgage Loans, and any other amounts payable to the Trustee, the Master Servicer and Securities Administrator, in each case relating to the related Mortgage Loans and (2) the Fair Market Value of all of the related property in the Trust Fund.

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

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, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.  

Related Certificate Group : The Certificate Group related to a particular Mortgage Pool as indicated by the same numerical designation ( i.e. , Group 1 Certificates are related to Pool 1, Group 2 Certificates are related to Pool 2, Group 3 Certificates are related to Pool 3 and Group 4 Certificates are related to Pool 4).

Related P&I Certificates : With respect to each Class of Interest Only Certificates, the related principal certificate class directly opposite:

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

Relief Act Shortfalls : 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 Civil 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 : Each pool of assets in the Trust Fund designated as a REMIC as described in the Preliminary Statement.

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

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

Replacement Mortgage Loan : A mortgage loan substituted by an Originator or the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in a request for release, substantially in the form attached to the related Custodial Agreement, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) have a Maximum Rate not less than (and not more than two percentage points greater than) the Maximum Rate of the Deleted Mortgage Loan; (iii) have a gross margin not less than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio or, with respect to any Additional Collateral Mortgage Loan, an Effective Loan-to-Value Ratio, no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan; (vi) have the same Adjustment Date as that of the Deleted Mortgage Loan; (vii) have a Minimum Rate not less than that of the Deleted Mortgage Loan; (viii) not permit conversion of the related Mortgage Rate to a permanent fixed Mortgage Rate; (ix) have the same Index as that of the Deleted Mortgage Loan; (x) comply with each representation and warranty set forth in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable; and (xii) if applicable, shall be accompanied by an Opinion of Counsel that such Replacement Mortgage Loan would not adversely affect the REMIC status of any REMIC created hereunder or would not otherwise be prohibited by this Pooling and Servicing Agreement.

Reportable Event : Has the meaning set forth in Section 11.03.

Residual Certificate : The Class A-R Certificate.

Residual Interest : The Class A-R Certificate and the Uncertificated Interests.

Residual Interest Holder : Any holder of a Residual Certificate or Uncertificated Interest.

Responsible Officer : With respect to the Trustee, any officer in the corporate trust department or similar group of the Trustee with direct responsibility for the administration of this Agreement and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

Restricted Certificate : Any Class A-R, Class P, Class B-4, Class B-5, Class B-6 Certificate or any Uncertificated Interest.  

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

SAIF : The Saving’s Association Insurance Fund, or any successor thereto.

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 commissions staff).

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

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 in the related Purchase and Servicing Agreement, Purchase Agreement or Servicing Agreement, as applicable, 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.

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

Securities Administrator : Wells Fargo Bank, N.A., not in its individual capacity but solely as Securities Administrator, or any successor in interest, or if any successor Securities Administrator shall be appointed as herein provided, then such successor Securities Administrator.

Seller : J.P. Morgan Mortgage Acquisition Corp., a Delaware corporation.

Senior Certificates :  The Group 1 Certificates, Group 2 Certificates, Group 3 Certificates and Group 4 Certificates.

Senior Percentage : With respect to each Distribution Date and each Mortgage Pool, the percentage equivalent of a fraction, the numerator of which is the aggregate Class Principal Amount of the Class or Classes of Senior Certificates of the Related Certificate Group immediately prior to such Distribution Date, and the denominator of which is the Aggregate Stated Principal Balance of the related Mortgage Pool for such Distribution Date; provided , however , that on any Distribution Date after the third Senior Termination Date, the Senior Percentage of the remaining Senior Certificates is the percentage equivalent of a fraction, the numerator of which is the aggregate of the Class Principal Amounts of the remaining Classes of Senior Certificates immediately prior to such date, and the denominator of which is the aggregate Class Principal Amount of all Classes of Certificates immediately prior to such date.

Senior Prepayment Percentage : With respect to any Mortgage Pool and any Distribution Date:

·

occurring before the Distribution Date in January 2014, 100%;

·

occurring in or after January 2014 but before January 2015, the related Senior Percentage plus 70% of the related Subordinate Percentage for that date;

·

occurring in or after January 2015 but before January 2016, the related Senior Percentage plus 60% of the related Subordinate Percentage for that date;

·

occurring in or after January 2016 but before January 2017, the related Senior Percentage plus 40% of the related Subordinate Percentage for that date;

·

occurring in or after January 2017 but before January 2018, the related Senior Percentage plus 20% of the related Subordinate Percentage for that date; or

·

occurring in January 2018 or thereafter, the related Senior Percentage for that date.

Notwithstanding the foregoing: (i) no decrease in the Senior Prepayment Percentage for any Mortgage Pool will occur as described above unless the Step-Down Test is satisfied with respect to each Mortgage Pool on such Distribution Date, (ii) if, on any Distribution Date, the Senior Percentage for a Mortgage Pool exceeds the related Senior Percentage on the Closing Date, in which case the Senior Prepayment Percentage for all Mortgage Pools for such Distribution Date will equal 100%, (iii) if the Two Times Test is met on any Distribution Date on or prior to the Distribution Date in December 2009, in which case the Senior Prepayment Percentage for each Mortgage Pool will equal the related Senior Percentage plus 50% of the related Subordinate Percentage for such Distribution Date, (iv) if the Two Times Test is met on any Distribution Date on or after to the Distribution Date in January 2010, in which case the Senior Prepayment Percentage for each Mortgage Pool will equal the related Senior Percentage for such Distribution Date and (v) if on any Distribution Date the allocation to the related Senior Certificates then entitled to distributions of principal of related Principal Prepayments and other amounts in the percentage required above would reduce the sum of the Class Principal Amounts of those Certificates below zero, the distribution to the class or classes of Certificates of the related Senior Prepayment Percentage of those amounts for such Distribution Date will be limited to the percentage necessary to reduce the related Class Principal Amounts to zero.

Senior Principal Distribution Amount : For a Certificate Group and for each Distribution Date, the sum of:

(1)

the product of (a) the related Senior Percentage and (b) the principal portion of each Scheduled Payment on each Mortgage Loan in the related Mortgage Pool due during the related Due Period;

(2)

the product of (a) the related Senior Prepayment Percentage and (b) each of the following amounts: (i) the principal portion of each Principal Prepayment made by a borrower on a Mortgage Loan in the related Mortgage Pool during the related Prepayment Period; (ii) each other unscheduled collection, including Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period) representing or allocable to recoveries of principal of the related Mortgage Loans received during the related Prepayment Period, including any Subsequent Recoveries on the related Mortgage Loans; (iii) the principal portion of the Purchase Price of each Mortgage Loan in the related Mortgage Pool or, in the case of a permitted substitution of a Defective Mortgage Loan in the related Mortgage Pool, any Substitution Adjustment, in each case with respect to the related Prepayment Period and (iv) in connection with any optional purchase of the Mortgage Loans pursuant to Section 7.01(c), the principal portion of the Redemption Price allocable to the Mortgage Loans in the related Mortgage Pool up to the principal portion of the Par Value allocable to the Mortgage Loans in the related Mortgage Pool;

(3)

with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the related Mortgage Pool that was fully liquidated during the related Prepayment Period, the lesser of (a) the related Senior Prepayment Percentage of the Net Liquidation Proceeds allocable to principal and (b) the product of (i) the related Senior Percentage for that date and (ii) the related remaining Stated Principal Balance of the related Mortgage Loan at the time of liquidation; and

(4)

any amounts described in clauses (1) through (3) above that remain unpaid with respect to the Certificate Group from prior Distribution Dates.

provided, however , that on any Distribution Date after the third Senior Termination Date for the Aggregate Pool has occurred, the Senior Principal Distribution Amount for the remaining related Senior Certificates will be calculated pursuant to the above formula based on all of the Mortgage Loans in the Aggregate Pool, as opposed to the Mortgage Loans in the related Mortgage Pool.

Senior Termination Date : For each Certificate Group, the Distribution Date when the aggregate of the Class Principal Balances of that Certificate Group has been reduced to zero.

Servicer : JPMCB, Countrywide Servicing, Johnson Bank, PHH or Wells Fargo Bank, N.A., as applicable, under the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, as identified in Exhibit E.

Servicer Advance : A "Servicing Advance" as defined in the applicable Purchase and Servicing Agreement.

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

Servicing Agreement : The agreements listed under the heading "Servicing Agreements" in Exhibit E hereto, as each such agreement may be amended or supplemented from time to time as permitted hereunder.

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

Servicing Fee : As to any Distribution Date and each Mortgage Loan, an amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the first day of the related Due Period.

Servicing Fee Rate : With respect to each Mortgage Loan and any Distribution Date, the rate specified in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Servicing Function Participant : Any Sub-Servicer, Subcontractor or any other Person, other than each Servicer, the Master Servicer, the Trustee, the Securities Administrator and the Custodians, that is performing material activities addressed by the Servicing Criteria.  

Servicing Officer : Any officer of the related Servicer involved in, or responsible for, the administration and servicing of the related Mortgage Loans whose name and facsimile signature appear on a list of servicing officers furnished to the Master Servicer by the related Servicer on the Closing Date pursuant to the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, as such list may from time to time be amended.

Special Hazard Coverage Termination Date : As to either Special Hazard Loss Coverage Amount, the point in time at which the related Special Hazard Loss Coverage Amount is reduced to zero.

Special Hazard Loss : Any Realized Loss suffered by a Mortgaged Property on account of direct physical loss, as reported by the Servicer to the Master Servicer, 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 to the extent of the amount of such loss covered thereby, or (ii) any loss caused by or resulting from:

(a)

normal wear and tear;

(b)

fraud, conversion or other dishonest act on the part of the Trustee, the Master Servicer or any of their agents or employees (without regard to any portion of the loss not covered by any errors and omissions policy);

(c)

errors in design, faulty workmanship or faulty materials, unless the collapse of the property or a part thereof ensues and then only for the ensuing loss;

(d)

nuclear or chemical reaction or nuclear radiation or radioactive or chemical contamination, all whether controlled or uncontrolled, and whether such loss be direct or indirect, proximate or remote or be in whole or in part caused by, contributed to or aggravated by a peril covered by the definition of the term "Special Hazard Loss;"

(e)

hostile or warlike action in time of peace and war, including action in hindering, combating or defending against an actual, impending or expected attack:

1.

by any government or sovereign power, de jure or de facto, or by any authority maintaining or using military, naval or air forces; or

2.

by military, naval or air forces; or

3.

by an agent of any such government, power, authority or forces;

(f)

any weapon of war employing nuclear fission, fusion or other radioactive force, whether in time of peace or war; or

(g)

insurrection, rebellion, revolution, civil war, usurped power or action taken by governmental authority in hindering, combating or defending against such an occurrence, seizure or destruction under quarantine or customs regulations, confiscation by order of any government or public authority or risks of contraband or illegal transportation or trade.

Special Hazard Loss Coverage Amount : With respect to the first Distribution Date, $9,209,892.21.  With respect to any Distribution Date after the first Distribution Date, the lesser of (a) the greatest of (i) 1% of the aggregate of the principal balances of the Mortgage Loans in the Aggregate Pool, (ii) twice the principal balance of the largest Mortgage Loan in the Aggregate Pool, and (iii) the aggregate of the principal balances of all Mortgage Loans in the Aggregate Pool secured by Mortgaged Properties located in the single California postal zip code area having the highest aggregate principal balance of any such zip code area and (b) such Special Hazard Loss Coverage Amount as of the Closing Date less the amount, if any, of Special Hazard Losses allocated to the related Certificates since the Closing Date in the Aggregate Pool.  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 Mortgage Loan as to which a Special Hazard Loss has occurred.

Startup Day : The day designated as such pursuant to Section 10.01(b) hereof.

Stated Principal Balance : As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date 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 (other than with respect to any Liquidated Mortgage Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.

Step-Down Test :  As of the first Distribution Date as to which any decrease in any Senior Prepayment Percentage applies, with respect to each Mortgage Pool in the Aggregate Pool (i) the outstanding principal balance of all Mortgage Loans in a Mortgage Pool 60 days or more Delinquent (including Mortgage Loans in foreclosure, REO Property or bankruptcy status) (averaged over the preceding six month period), as a percentage of the related Pool Subordinate Amount for such Distribution Date, or does not equal or exceed 50%, provided however that if such date is after the third Senior Termination Date, the outstanding principal balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in foreclosure, REO Property or bankruptcy status) (averaged over the preceding six month period) as a percentage of the aggregate Class Principal Amount of the Subordinate Certificates on such Distribution Date (without giving effect to any payments on such Distribution Date), does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to the Mortgage Loans in each Mortgage Pool do not exceed (a) with respect to each Distribution Date from January 2014 to December 2014, 30% of the related original Pool Subordinate Amount, (b) with respect to each Distribution Date from January 2015 to December 2015, 35% of the related original Pool Subordinate Amount, (c) with respect to each Distribution Date from January 2016 to December 2016, 40% of the related original Pool Subordinate Amount, (d) with respect to each Distribution Date from January 2017 to December 2017, 45% of the related original Pool Subordinate Amount and (e) with respect to each Distribution Date from January 2018 and thereafter, 50% of the related original Pool Subordinate Amount.

Sub-account : Not applicable.

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

Sub-Servicer : Any Person that (i) is a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer, and (iii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this Agreement, any related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.

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

Subordinate Certificate Writedown Amount : The amount, if any, by which the aggregate of the Class Principal Amounts of all outstanding Classes of Certificates (after giving effect to the distribution of principal and allocation of Realized Losses on such Distribution Date) exceeds the Aggregate Stated Principal Balance for the Aggregate Pool for the following Distribution Date.

Subordinate Class Percentage : As to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the Class Principal Amount of such Class immediately prior to such date, and the denominator of which is the aggregate Class Principal Amount of all Classes of the Subordinate Certificates immediately prior to such date.

Subordinate Net WAC :  For any Distribution Date, the weighted average of the Pool 1 Net WAC, the Pool 2 Net WAC, Pool 3 Net WAC and Pool 4 Net WAC, in each case weighted on the basis of the related Pool Subordinate Amounts for Pool 1, Pool 2, Pool 3 and Pool 4, respectively, for such Distribution Date.  For federal income tax purposes, the Subordinate Net WAC will equal the Calculation Rate following the allocation of principal amounts or Principal Relocation Payments for such Distribution Date as provided in the Preliminary Statement.

Subordinate Percentage : With respect to each Mortgage Pool and any Distribution Date, the difference between 100% and the related Senior Percentage for such Mortgage Pool for such Distribution Date; provided, however, that on any Distribution Date after the third Senior Termination Date has occurred, the Subordinate Percentage will represent the entire interest of the Subordinate Certificates in the Mortgage Loans and will be equal to the difference between the 100% and the Senior Percentage related to the Mortgage Loans in the aggregate for such Distribution Date.

Subordinate Prepayment Percentage : With respect to any Distribution Date and for each Mortgage Pool, the difference between 100% and the related Senior Prepayment Percentage for such Mortgage Pool for such Distribution Date.

Subordinate Principal Distribution Amount : The aggregate of the amount calculated for each Mortgage Pool for each Distribution Date, equal to the sum of:

(1)

the product of (a) the related Subordinate Percentage and (b) the principal portion of each related Scheduled Payment on each Mortgage Loan in the related Mortgage Pool due during the related Due Period;

(2)

the product of (a) the related Subordinate Prepayment Percentage and (b) the sum of the following amounts: (i) the principal portion of each Principal Prepayment made by a borrower on a Mortgage Loan in the related Mortgage Pool during the related Prepayment Period, (ii) each other unscheduled collection, including Insurance Proceeds and Net Liquidation Proceeds (other than with respect to any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period), representing or allocable to recoveries of principal of Mortgage Loans in the related Mortgage Pool received during the related Prepayment Period, including any Subsequent Recoveries on the related Mortgage Loans; (iii) the principal portion of the Purchase Price of each Mortgage Loan in the related Mortgage Pool or, in the case of a permitted substitution of a Defective Mortgage Loan in the related Mortgage Pool, any Substitution Adjustment, in each case with respect to such Distribution Date and (iv) in connection with any optional purchase of the Aggregate Pool pursuant to Section 7.01(c), the principal portion of the Redemption Price allocable to the Mortgage Loans in the related Mortgage Pool up to the principal portion of the Par Value allocable to the Mortgage Loans in the related Mortgage Pool;

(3)

with respect to unscheduled recoveries allocable to principal of any Mortgage Loan in the related Mortgage Pool that was finally liquidated during the related Prepayment Period, the related net Liquidation Proceeds allocable to principal, to the extent not distributed pursuant to clause (3) of the definition of Senior Principal Distribution Amount for that Mortgage Pool; and

(4)

any amounts described in clauses (1) through (3) for any previous Distribution Date that remain unpaid;

Minus the sum of:

(A)

if the aggregate Class Principal Amount of any Certificate Group has been reduced to zero, principal paid from the Available Distribution Amount from the related Mortgage Pool to the remaining Certificate Groups pursuant to Section 5.02(h) on such Distribution Date; and

(B)

the amounts paid from the Available Distribution Amount for an Overcollateralized Group to the Senior Certificates of a related Undercollateralized Group, pursuant to Section 5.02(i) on such Distribution Date.

On any Distribution Date after the occurrence of the third Senior Termination Date, the Subordinate Principal Distribution Amount will not be calculated with respect to a related Mortgage Pool, but will equal the amount calculated pursuant to the formula set forth above based on the Subordinate Percentage or Subordinate Prepayment Percentage, as applicable, for the Subordinate Certificates for such Distribution Date with respect to all of the Mortgage Loans in the Aggregate Pool as opposed to the Mortgage Loans in the related Mortgage Pool only.

Subsequent Recoveries : With respect to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, amounts received by the Master Servicer from the related Servicer specifically related to such Liquidated Mortgage Loan.

Substitution Amount : As defined in the second paragraph of Section 2.05(c).

Tax Matters Person : The "tax matters person" as specified in the REMIC Provisions, which shall initially be the Holder of a majority interest in the residual interest with respect to such REMIC.

Trust Agreement :  The Trust Agreement dated as of December 1, 2006, entered into by and among the Depositor, the Exchange Trustee, the Master Servicer and the Securities Administrator for the issuance of the Exchangeable Certificates.

Trust Fund : The corpus of the trust created pursuant to this Agreement, consisting of the Mortgage Loans and all interest and principal received thereon on or after the Cut-off Date (other than Scheduled Payments due on or prior to the Cut-off Date), the Depositor’s rights assigned to the Trustee under the Purchase and Servicing Agreements, the Purchase Agreements and the Servicing Agreements, as modified by the Acknowledgements, the Insurance Policies relating to the Mortgage Loans, all cash, instruments or property held or required to be held in the Custodial Accounts, the Distribution Account, property that secured a Mortgage Loan, the pledge, control and guaranty agreements and Limited Purpose Surety Bond relating to the Additional Collateral Mortgage Loans.

Trustee : U.S. Bank National Association, a national banking association organized under the laws of the United States and any Person succeeding the Trustee hereunder, or if any successor trustee or any co-trustee shall be appointed as herein provided, then such successor trustee and such co-trustee, as the case may be.

Trustee Mortgage Files : With respect to each Mortgage Loan, the Mortgage Documents to be retained in the custody and possession of the Trustee or the Custodians on behalf of the Trustee, as defined in Section 2.01 hereof.

Two Times Test : As to any Distribution Date and the Subordinate Certificates, (x) on or prior to the Distribution Date in December 2009, (i) the Aggregate Subordinate Percentage for the Subordinate Certificates is at least two times the Aggregate Subordinate Percentage as of the Closing Date, (ii) the condition described in clause first of the definition of "Step-Down Test" is satisfied with respect to each Mortgage Pool and (iii) cumulative Realized Losses with respect to the Mortgage Loans in the Aggregate Pool do not exceed 20% of the aggregate Class Principal Amount of the Subordinate Certificates as of the Closing Date or (y) on or after the Distribution Date in January 2010, (i) the Aggregate Subordinate Percentage for the Subordinate Certificates is at least two times the Aggregate Subordinate Percentage as of the Closing Date, (ii) the condition described in clause first of the definition of "Step-Down Test" is satisfied with respect to each Mortgage Pool in the Aggregate Pool and (iii) cumulative Realized Losses with respect to the Mortgage Loans do not exceed 30% of the aggregate Class Principal Amount of the Subordinate Certificates as of the Closing Date.

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

Uncertificated Interests : The LT-A-R Interest.

Uncertificated REMIC Interests: The Class 1-A-3, Class 1-A-4, Class 2-A-1, Class 2-A-3, Class 2-A-4, Class 3-A-2, Class 3-A-3 and Class 4-A-2 Certificates.

Undercollateralized Group : With respect to any Distribution Date and any Certificate Group in the Aggregate Pool, with respect to which the aggregate Class Principal Amount of such Certificate Group is greater than the aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool immediately prior to such Distribution Date.

Underwriter : J.P. Morgan Securities Inc.

Underwriter’s Exemption : The prohibited transaction exemption granted to the Underwriter, or its affiliate, and most recently amended and restated by PTE 2002-19, or any substantially similar administrative exemption granted by the U.S. Department of Labor to the Underwriter.

Underwriting Agreement : The Underwriting Agreement, dated December 21, 2006, among the Seller, the Depositor and the Underwriter.

Uniform Commercial Code : The Uniform Commercial Code as in effect in any applicable jurisdiction from time to time.

Upper-Tier REMIC : As described in the Preliminary Statement.

Voting Interests : The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement.  At all times during the term of this Agreement, 99.00% of all Voting Interests shall be allocated to the Certificates, other than the Interest-Only, Class P and Class A-R Certificates.  Voting Interests shall be allocated among such Certificates based on the product of (i) 99.00% and (ii) the fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Amounts for each such Class then outstanding and the denominator of which is the Aggregate Stated Principal Balance outstanding.  At all times during the term of this Agreement, 1.00% of all Voting Interests shall be allocated to the Class A-R Certificate, while it remains outstanding in proportion to its Class Principal Amount.  Voting Interests shall be allocated among the Certificates within each such Class in proportion to their Certificate Principal Amounts or Percentage Interests.

Weichert : Weichert Financial Servicers, or any successor in interest.

Weichert Mortgage Loan : Each Mortgage Loan originated by Weichert and listed on the Mortgage Loan Schedule.

Weichert Purchase Agreement : Each agreement between the Seller and Weichert, listed under the heading "Purchase Agreements" in Exhibit E hereto.

Wells Fargo Home Mortgage : Wells Fargo Home Mortgage, Inc., or any successor in interest.

Wells Fargo Mortgage Loan : Each Mortgage Loan originated by Wells Fargo Home Mortgage and listed on the Mortgage Loan Schedule.

Wells Fargo Purchase Agreement : Each agreement between the Seller and Wells Fargo Bank, N.A., listed under the heading "Purchase and Servicing Agreements" in Exhibit E hereto.

Section 1.02

Calculations Respecting Mortgage Loans.  

Calculations required to be made pursuant to this Agreement with respect to any Mortgage Loan in the Trust Fund shall be made based upon current information as to the terms of the Mortgage Loans and reports of payments received from the Mortgagor on such Mortgage Loans and payments to be made to the Securities Administrator as supplied to the Securities Administrator by the Master Servicer.  The Securities Administrator shall not be required to recompute, verify or recalculate the information supplied to it by the Master Servicer or any Servicer.

ARTICLE II

DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES

Section 2.01

Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.  

(a)

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Trustee, without recourse, subject to Sections 2.02 and 2.05, in trust, all the right, title and interest of the Depositor in and to the Trust Fund.  Such conveyance includes, without limitation, (i) the Mortgage Loans, including the right to all payments of principal and interest received on or with respect to the Mortgage Loans on and after the Cut-off Date, and all such payments due after such date but received prior to such date and intended by the related Mortgagors to be applied after such date; (ii) all of the Depositor’s right, title and interest in and to all amounts from time to time credited to and the proceeds of the Distribution Account, any Custodial Accounts or any Escrow Account established with respect to the Mortgage Loans; (iii) all of the rights of the Depositor as assignee of the Seller with respect to the Seller’s rights under the Purchase and Servicing Agreements, the Servicing Agreements, the Purchase Agreements and the Acknowledgements; (iv) all of the Depositor’s right, title or interest in REO Property and the proceeds thereof; (v) all of the Depositor’s rights under any Insurance Policies related to the Mortgage Loans; and (vi) if applicable, the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties and any Additional Collateral relating to the Additional Collateral Mortgage Loans, including, but not limited to, the pledge, control and guaranty agreements and the Limited Purpose Surety Bond, to have and to hold, in trust; and the Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Fund, as trustee, in trust, for the benefit and use of the Holders of the Certificates and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, has caused to be executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates in the authorized denominations evidencing the entire ownership of the Trust Fund.  

The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in the creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth therein.

In connection with such transfer and assignment of the Mortgage Loans, the applicable Custodian acting on the Trustee’s behalf, will continue to hold the documents or instruments listed below with respect to each Mortgage Loan (each, a "Trustee Mortgage File") so transferred and assigned.

The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

On the Closing Date, each Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor a certification ("Custodian Certification") substantially in the form attached hereto as Exhibit L certifying that, pursuant to each related Custodial Agreement, the applicable Originator delivered and released to such Custodian, subject to and in accordance with the relevant section of each related Purchase and Servicing Agreement, Purchase Agreement or Custodial Agreement, the following documents pertaining to each of the Mortgage Loans identified in the Mortgage Loan Schedule (provided, however, that a Custodian shall not be required nor does it intend to re-examine the contents of the Trustee Mortgage File for any of the Mortgage Loans in connection with entering into this Agreement or providing the Custodian Certification required pursuant to this Section 2.01):

(i)

with respect to each Mortgage Loan, the original Mortgage Note endorsed without recourse in proper form to the order of the Trustee, or in blank (in each case, with all necessary intervening endorsements, as applicable);

(ii)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the original Mortgage with evidence of recording thereon and in the case of the each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loans and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon;

(iii)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the Assignment of Mortgage in form and substance acceptable for recording in the relevant jurisdiction, such assignment being either (A) in blank, without recourse, or (B) endorsed to "U.S. Bank National Association, as Trustee of J.P. Morgan Mortgage Trust 2006-A7, Mortgage Pass-Through Certificates, without recourse";

(iv)

with respect to each Mortgage Loan (other than a Cooperative Loan) that is not a MERS Mortgage Loan, the originals of all intervening assignments of the Mortgage, if any, with evidence of recording thereon, or if the original intervening assignment has not yet been returned from the recording office, a copy of such assignment certified by the applicable Seller to be a true copy of the original of the assignment which has been sent for recording in the appropriate jurisdiction in which the Mortgaged Property is located;

(v)

if applicable, with respect to each Mortgage Loan (other than a Cooperative Loan), the originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;

(vi)

if applicable, with respect to each Mortgage Loan (other than a Cooperative Loan), the original policy of title insurance (or a true copy thereof) with respect to any such Mortgage Loan, or, if such policy has not yet been delivered by the insurer, the title commitment or title binder to issue same;

(vii)

if applicable, with respect to each Mortgage Loan (other than a Cooperative Loan), the original power of attorney and guaranty agreement with respect to such Mortgage Loan;

(viii)

if applicable, the original or certified copy of the certificates evidencing ownership of the Cooperative Shares issued by the Cooperative Corporation and related assignment of such certificates or an assignment of such Cooperative Shares, in blank, executed by the Mortgagor with such signature guaranteed;

(ix)

with respect to each Mortgage Loan which constitutes a Cooperative Loan:

(a)

the original of any security agreement or similar document executed in connection with the Cooperative Loan;

(b)

the original Recognition Agreement;

(c)

UCC-1 financing statements with recording information thereon from the appropriate governmental recording offices if necessary to perfect the security interest of the Cooperative Loan under the Uniform Commercial Code in the jurisdiction in which the Cooperative Property is located, accompanied by UCC-3 financing statements executed in blank for recordation of the change in the secured party thereunder;

(d)

the original Proprietary Lease and the Assignment of Proprietary Lease executed by the Mortgagor in blank or if the Proprietary Lease has been assigned by the Mortgagor to the Seller, then the Seller must execute an assignment of the Assignment of Proprietary Lease in blank;

(x)

[reserved]; and

(xi)

any other document or instruments required to be delivered under the related Custodial Agreement.

In addition, in connection with the assignment of any MERS Mortgage Loan, it is understood that the related Originator will cause the MERS® System to indicate that such Mortgage Loans have been assigned by the related Originator to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of Certificates issued in connection with such Mortgage Loans.  It is further understood that the related Originator will not, and the Master Servicer hereby agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

(b)

[Reserved].

(c)

In instances where a title insurance policy is required to be delivered to the Trustee or a Custodian on behalf of the Trustee and is not so delivered, the Depositor will provide a copy of such title insurance policy to the Trustee, or to the applicable Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.

(d)

For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, herewith delivers to the Trustee, or to the applicable Custodian on behalf of the Trustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account pursuant to Section 4.01 have been so deposited.  All original documents that are not delivered to the Trustee or the applicable Custodian on behalf of the Trustee shall be held by the Master Servicer or the related Servicer in trust for the benefit of the Trustee and the Certificateholders.

(e)

The Depositor and the Trustee hereto agree and understand that it is not intended that any Mortgage Loan be included in the Trust Fund that is (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004, (iv) a  "high risk home loan" under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, or (v) a "high-cost home loan" under the Indiana High Cost Home Loan Law, effective January 1, 2005.  The Trustee shall be entitled to indemnification from the Depositor and the Trust Fund for any loss, liability or expense arising out of, or in connection with, the provisions of this Section 2.01(e), including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to such provisions.

Section 2.02

Acceptance of Trust Fund by Trustee; Review of Documentation for Trust Fund.  

(a)

Subject to the review thereof by the related Custodian as provided herein and in the Custodial Agreements, the Trustee, by execution and delivery hereof, acknowledges receipt by it or by the related Custodian on its behalf of the Trustee Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage Loan Schedule.  

(b)

With respect to the PHH Mortgage Loans, within two Business Days after the delivery to the applicable Custodian of the documents set forth in clauses (i), (iv), (v), (vii), (ix) and (xi), which shall be delivered within 120 days after the Closing Date (the "Follow-up Delivery Date") pursuant to the related Custodial Agreement, the applicable Custodian shall, on behalf of the Trustee, ascertain that the original Assignment and Notice of Transfer with respect to each Additional Collateral Mortgage Loan is in its possession, and shall deliver an intermediate certification to the Trustee, the Securities Administrator and the Depositor to the effect that, as to each Additional Collateral Mortgage Loan listed in the related Mortgage Loan Schedule (other than any Additional Collateral Mortgage Loan paid in full or any Additional Collateral Mortgage Loan specifically identified in such certification as not covered by such certification), the Assignment and Notice of Transfer is in its possession.   With respect to the PHH Mortgage Loans, within 30 days after the Follow-up Delivery Date, the applicable Custodian on behalf of the Trustee shall, for the benefit of Holders of the Certificates, review each Trustee Mortgage File and deliver a final certification, with any applicable exceptions noted thereon, to the Trustee and the Depositor to the effect that (i) all documents required to be delivered under the related Custodial Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, and (iii) each Mortgage Note has been endorsed as required under the related Custodial Agreement.

(c)

With respect to the Mortgage Loans, other than the PHH Mortgage Loans, in the event there exist exceptions noted on the related Custodian Certification, not later than 120 Business Days, after the Closing Date, the related Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor a further certification with any applicable exceptions noted thereon.

(d)

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

(e)

Each of the parties hereto acknowledges that (i) each Custodian has performed the applicable review of the Mortgage Loans and has delivered the Custodian Certification as provided herein and in the Custodial Agreements on the Closing Date and (ii) thereafter, if applicable, each Custodian shall perform the applicable review of the Mortgage Loans and deliver the further certifications as provided herein and in the applicable Custodial Agreements.

(f)

Upon execution of this Agreement, the Depositor hereby delivers to the Trustee and the Trustee acknowledges receipt of the Acknowledgements, together with the related Purchase and Servicing Agreements and Servicing Agreements.

Section 2.03

Representations and Warranties of the Depositor.  

(a)

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

(i)

the Depositor is a corporation duly organized, validly existing and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;

(ii)

the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the certificate of incorporation or bylaws of the Depositor;

(iii)

the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof;

(iv)

this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the Trustee, the Master Servicer and the Securities Administrator, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms except as such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v)

there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened or likely to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement;

(vi)

immediately prior to the transfer and assignment of the Mortgage Loans to the Trustee, the Depositor was the sole owner of record and holder of each Mortgage Loan, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan to the Trustee free and clear, subject only to (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s title insurance policy or attorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement;

(vii)

This Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code (the "UCC")), in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Depositor;

(viii)

The Mortgage Loans constitute "instruments" within the meaning of the applicable UCC;

(ix)

Other than the security interest granted to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans.  The Depositor has not authorized the filing of and is not aware of any financing statement against the Depositor that includes a description of the collateral covering the Mortgage Loans other than a financing statement relating to the security interest granted to the Trustee hereunder or that has been terminated.  The Depositor is not aware of any judgment or tax lien filings against the Depositor;

(x)

None of the Mortgage Loans have any marks or notations indicating that such Mortgage Loans have been pledged, assigned or otherwise conveyed to any Person other than the Trustee; and

(xi)

The Depositor has received all consents and approvals required by the terms of the Mortgage Loans to convey the Mortgage Loans hereunder to the Trustee.

The foregoing representations made in this Section 2.03 shall survive the termination of this Agreement and shall not be waived by any party hereto.

Section 2.04

Representations and Warranties as to the Mortgage Loans.

(a)

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

The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date:

(i)

Immediately prior to the transfer and assignment contemplated herein, the Depositor was the sole owner and holder of the Mortgage Loans.  The Mortgage Loans were not assigned or pledged by the Depositor and the Depositor had good and marketable title thereto, and the Depositor had full right to transfer and sell the Mortgage Loans to the Trustee free and clear of any encumbrance, participation interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or participation in, or agreement with any other party to sell or otherwise transfer the Mortgage Loans.

(ii)

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

(iii)

As of the Closing Date, the Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud an of its creditors.

It is understood and agreed that the representations and warranties set forth in this Section 2.04(a) shall survive the delivery of the respective Mortgage Files to the Trustee or the applicable Custodian and shall inure to the benefit of the Trustee, notwithstanding any restrictive or qualified endorsement or assignment.

(b)

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

(i)

The representations and warranties of American Home with respect to the American Home Mortgage Loans in the related American Home Purchase and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date, as specified in the American Home Purchase and Servicing Agreement.  With respect to the American Home Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 7.01 of the American Home Purchase and Servicing Agreement with respect to each of American Home Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(ii)

The representations and warranties of the applicable Chase Originator with respect to the Chase Originator Mortgage Loans in the related Chase Originator Purchase and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date, as specified in the Chase Originator Purchase and Servicing Agreement.  With respect to the Chase Originator Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 3.02 of each Chase Originator Purchase and Servicing Agreement with respect to each of the Chase Originator Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.  

(iii)

The representations and warranties of Countrywide with respect to the Countrywide Mortgage Loans in the Countrywide Purchase and Servicing Agreement, which has been assigned to the Trustee, were made as of the applicable Bring-Down Date, as specified in the related Purchase and Servicing Agreement.  With respect to the Countrywide Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 3.02 of the Countrywide Purchase and Servicing Agreement with respect to each of the Countrywide Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(iv)

The representations and warranties of CTX with respect to the CTX Mortgage Loans in the CTX Purchase and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date, as specified in the CTX Purchase and Servicing Agreement.  With respect to the CTX Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in clauses (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (n), (o), (p), (q), (t) (u), (w), (x), (aa), (cc), (ee), (gg), (hh), (jj), (kk), (mm), (nn), (oo), (pp), (rr), (vv), (bbb), (ccc), (ddd), (eee), (fff), (ggg), (hhh), (iii) and (jjj) of Section 7.01 of the CTX Purchase and Servicing Agreement with respect to each of the CTX Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(v)

The representations and warranties of E-Loan with respect to the E-Loan Mortgage Loans in the E-Loan Sale and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date.  With respect to the E-Loan Mortgage Loans and the period from the applicable Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Sections 7.01 of the E-Loan Sale and Servicing Agreement with respect to each of the E-Loan Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(vi)

The representations and warranties of Johnson Bank with respect to the Johnson Bank Mortgage Loans in the Johnson Bank Sale and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date.  With respect to the Johnson Bank Mortgage Loans and the period from the applicable Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Sections 7.01 of the Johnson Bank Sale and Servicing Agreement with respect to each of the Johnson Bank Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(vii)

The representations and warranties of Market Street with respect to the Market Street Mortgage Loans in the Market Street Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date.  With respect to the Market Street Mortgage Loans and the period from the applicable Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 7.01 of the Market Street Purchase Agreement with respect to each of the Market Street Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(viii)

The representations and warranties of M&T with respect to the M&T Mortgage Loans in the M&T Purchase Agreement, which has been assigned to the Trustee, were made as of the applicable Bring-Down Date, as specified in the M&T Purchase Agreement.  With respect to the M&T Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 7.01 of the M&T Purchase Agreement with respect to each of the M&T Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(ix)

The representations and warranties of PHH with respect to the PHH Mortgage Loans in the PHH Purchase and Servicing Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date, as specified in the PHH Purchase and Servicing Agreement.  With respect to the PHH Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in clauses (4), (20), (21), (25), (31) and (57) of Section 3.03 of the PHH Purchase and Servicing Agreement with respect to each of the PHH Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.  

(x)

The representations and warranties of Weichert with respect to the Weichert Mortgage Loans in the Weichert Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the applicable Bring-Down Date.  With respect to the Weichert Mortgage Loans and the period from the applicable Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 7.01 of the Weichert Purchase Agreement with respect to each of the Weichert Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(xi)

The representations and warranties of Wells Fargo with respect to the Wells Fargo Mortgage Loans in the Wells Fargo Purchase and Servicing Agreement, which has been assigned to the Trustee, were made as of the applicable Bring-Down Date, as specified in the Wells Fargo Purchase and Servicing Agreement.  With respect to the Wells Fargo Mortgage Loans and the period from such Bring-Down Date to and including the Closing Date, the Seller hereby makes the representations and warranties contained in Section 3.02 of the Wells Fargo Purchase and Servicing Agreement with respect to each of the Wells Fargo Mortgage Loans to and for the benefit of the Depositor, the Trustee and the Trust Fund.

(xii)

In addition, the Seller hereby represents and warrants that, as of the Closing Date, (i) no Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or any applicable, similar federal, state or local statutes or regulations related to "high cost" mortgage loans or "predatory," "high cost," "threshold" or "covered" lending (as such terms are defined in the applicable statute or regulation); (ii) no Mortgage Loan is (w) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (x) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (y) a "High Cost Loan" or "Covered Loan" (as such terms are defined in the current S&P’s LEVELS® Glossary), or (z) governed by the Georgia Fair Lending Act, if such Mortgage Loan was originated on or after October 1, 2002 through March 6, 2003, (iii) each Mortgage Loan at origination complied in all material respects with applicable local, state and federal laws, including, but not limited to, applicable anti-predatory and abusive lending laws, and (iv) each Mortgage Loan is a "qualified mortgage" within the meaning of 860G(a)(3) of the Code.

The Seller agrees to comply with the provisions of Section 2.05 hereof in respect of a breach of any of such representations and warranties.

Section 2.05

Discovery of Breach; Repurchase or Substitution of Mortgage Loans.  

(a)

Upon discovery by the Depositor, the Seller or the related Originator or receipt of written notice of any materially defective document in, or, following the date of delivery to the Trustee of the applicable Custodian’s certifications as required under the related Custodial Agreements, that a document is missing from, a Trustee Mortgage File, or discovery by the Trustee, the Securities Administrator, the Depositor, the Seller or the related Originator of the breach by such Originator or Seller of any representation or warranty under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, in the case of an Originator, or under this Agreement, in the case of the Seller, in respect of any Mortgage Loan which materially adversely affects the value of that Mortgage Loan or the interest therein of the Certificateholders (a "Defective Mortgage Loan") (each of the Depositor, the Seller and the related Originator hereby agreeing to give written notice thereof to the Trustee, the Securities Administrator and the other of such parties), the Securities Administrator, or its designee, on behalf of the Trust Fund, shall promptly notify the Depositor, the Trustee and the Seller or the related Originator, as applicable, in writing of such defective or missing document or breach and request that the Seller or related Originator deliver such missing document or cure or cause the cure of such defect or breach within a period of time specified in the related Purchase and Servicing Agreement or Purchase Agreement, as applicable (or, in the case of a breach by the Seller, within 90 days from the earlier of its discovery or its receipt of notice of such breach), and if the Trustee receives written notice that the Seller or related Originator, as applicable, has not delivered such missing document or cure such defect or breach in all material respects during such period, the Trustee, on behalf of the Trust Fund, shall enforce the obligations of the related Originator under the related Purchase and Servicing Agreement, as modified by the Acknowledgement, or Purchase Agreement, as applicable, and then, to the extent that the related Originator fails to cure such defect or breach, the Seller under this Agreement, and cause the related Originator or the Seller, as the case may be, to repurchase that Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such specified period (subject to Section 2.05(b) below); provided , however , that, in connection with any such breach that could not reasonably have been cured within such specified period (unless permitted a greater period of time to cure under the related Purchase and Servicing Agreement or Purchase Agreement, as applicable), subject to Section 2.05(c) below, if the related Originator or the Seller, as applicable, shall have commenced to cure such breach within such specified period, the related Originator or the Seller shall be permitted to proceed thereafter diligently and expeditiously to cure the same within such additional time as is reasonably determined by the Trustee to cure such breach.  To the extent that any costs and damages are incurred by the Trust Fund as a result of any violation of any applicable federal, state, or local predatory or abusive lending law arising from or in connection with the origination of any Mortgage Loan repurchased by the related Originator or the Seller, such costs and damages shall be included in the Purchase Price of such repurchased Mortgage Loan and shall be borne by the Seller.  The Purchase Price for the repurchased Mortgage Loan shall be deposited in the related Distribution Account, and the Trustee, or its designee, upon receipt of written certification from the Securities Administrator of such deposit, shall release or cause the applicable Custodian to release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranties, as either party shall furnish to it and as shall be necessary to vest in such party any Mortgage Loan released pursuant hereto and the Trustee, or its designee, shall have no further responsibility with regard to such Trustee Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose).  If pursuant to the foregoing provisions the related Originator or the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer shall cause MERS to designate on the MERS® System the related Originator or the Seller, as applicable, as the beneficial holder of such Mortgage Loan.

In lieu of repurchasing any such Mortgage Loan as provided above, either party may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Replacement Mortgage Loans in the manner and subject to the limitations set forth in Section 2.05(b) below.  It is understood and agreed that the obligations of the Originators and the Seller to cure or to repurchase (or to substitute for) any related Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the such party respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

(b)

Any substitution of Replacement Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.05(a) above must be effected prior to the last Business Day that is within two years after the Closing Date.  As to any Deleted Mortgage Loan for which the related Originator or the Seller substitutes a Replacement Mortgage Loan or Loans, such substitution shall be effected by delivering to the applicable Custodian, on behalf of the Trustee, for such Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, together with an Officers’ Certificate stating that each such Replacement Mortgage Loan satisfies the definition thereof and specifying the Substitution Amount (as described below), if any, in connection with such substitution.  Scheduled Payments due with respect to Replacement Mortgage Loans in the Due Period related to the Distribution Date in the month of substitution shall not be included as part of the Trust Fund and shall be retained by the related Originator or the Seller, as applicable.  For the month of substitution, distributions to the Certificateholders shall reflect the Scheduled Payments in respect of such Deleted Mortgage for the related Due Period preceding the month of substitution and the related Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan.  Upon such substitution, such Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the related Purchase and Servicing Agreement, as modified by the related Acknowledgement or Purchase Agreement, as applicable, including all representations and warranties thereof included in such Purchase and Servicing Agreement or Purchase Agreement, as applicable, as modified by the Acknowledgement, in each case as of the date of substitution.

For any month in which an Originator or the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer shall determine the excess (each, a "Substitution Amount"), if any, by which the aggregate Stated Principal Balance of all such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of the Replacement Mortgage Loans.  On the date of such substitution, the related Originator or Seller, as applicable, shall deliver or cause to be delivered to the related Servicer for deposit in the related Custodial Account an amount equal to the related Substitution Amount, if any, plus one month’s interest, at the applicable Net Mortgage Rate, on such Substitution Amount, and the applicable Custodian, on behalf of the Trustee, upon receipt of the related Replacement Mortgage Loan or Loans and certification by such Servicer of such deposit, shall release to the related Originator or the Seller, as applicable, the related Trustee Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the related Originator or Seller shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, the related Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that such substitution (either specifically or as a class of transactions) shall not cause an Adverse REMIC Event.  If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.

(c)

Upon discovery by the related Originator, the Seller, the Depositor, the Securities Administrator or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties.  In connection therewith, the applicable party shall repurchase or, subject to the limitations set forth in Section 2.05(b), substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan.  Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.05(a) above.  The Trustee shall re-convey to the related Originator or the Seller, as applicable, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.

Section 2.06

Grant Clause.  

(a)

It is intended that the conveyance of the Depositor’s right, title and interest in and to property constituting the Trust Fund pursuant to this Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan.  However, if such conveyance is deemed to be in respect of a loan, it is intended that: (1) the rights and obligations of the parties shall be established pursuant to the terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the benefit of the Holders of the Certificates a first priority security interest in all of the Depositor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Trust Fund and all proceeds of any and all property constituting the Trust Fund to secure payment of the Certificates; and (3) this Agreement shall constitute a security agreement under applicable law.  If such conveyance is deemed to be in respect of a loan and the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person holding any Certificate, the security interest created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person, and all proceeds shall be distributed as herein provided.

(b)

The Depositor shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property described above, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.  The Depositor will, at its own expense, make all initial filings on or about the Closing Date and shall forward a copy of such filing or filings to the Trustee and the Securities Administrator.  Without limiting the generality of the foregoing, the Depositor shall prepare and forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC to perfect the Trustee’s security interest in or lien on the Mortgage Loans, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of an Originator, the Depositor or the Trustee, (2) any change of location of the place of business or the chief executive office of the Seller or the Depositor, (3) any transfer of any interest of an Originator or the Depositor in any Mortgage Loan or (4) any change under the relevant UCC or other applicable laws.  Neither the Originators nor the Depositor shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and intermediate transferee, including the Trustee.  Before effecting such change, any Originator or the Depositor proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Trustee, in the Mortgage Loans.  In connection with the transactions contemplated by this Agreement, each of the Originators and the Depositor authorizes its immediate or mediate transferee to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this paragraph (b), it being understood that such immediate or mediate transferees are under no obligation to make such filings.

ARTICLE III

THE CERTIFICATES

Section 3.01

The Certificates.  

(a)

The Certificates, other than the Uncertificated REMIC Interests, shall be issuable as certificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code.  The Uncertificated REMIC Interests and the Uncertificated Interests shall be issuable as uncertificated securities in registered form only and shall be securities governed by Article 8 of the New York Uniform Commercial Code.  The Book-Entry Certificates will be evidenced by one or more certificates, beneficial ownership of which will be held in the dollar denominations in Certificate Principal Amount specified herein.  Each Class of Book-Entry Certificates and Uncertificated REMIC Interests, other than the Class B-4, Class B-5 and Class B-6 Certificates, will be issued in the minimum denominations in Certificate Principal Amount specified in the Preliminary Statement hereto and in integral multiples of $1 in excess thereof.  Each Class of Definitive Certificates, other than the Residual Certificates, shall be issued in definitive, fully registered form in the minimum denominations in Certificate Principal Amount specified in the Preliminary Statement hereto and in integral multiples of $1 in excess thereof.  The Class A-R and Class P Certificates shall each be issued as a single Certificate and maintained in definitive, fully registered form in a denomination equal to 100% of the Percentage Interest of each such Class.  Each Uncertificated Interest shall be maintained in fully registered form.

(b)

The Definitive Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer of the Trustee or of the Securities Administrator on its behalf.  Each Definitive Certificate shall, on original issue, be authenticated by the Authenticating Agent upon the order of the Depositor upon receipt by the Trustee, or a Custodian on behalf of the Trustee of the Trustee Mortgage Files described in Section 2.01.  No Book-Entry or Definitive Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein, executed by an authorized officer of the Authenticating Agent, by manual signature, and such certification upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder.  All Definitive Certificates shall be dated the date of their authentication.  At any time and from time to time after the execution and delivery of this Agreement, the Depositor may deliver Definitive Certificates executed by the Trustee or the Securities Administrator on behalf of the Trustee to the Authenticating Agent for authentication and the Authenticating Agent shall authenticate and deliver such Certificates as in this Agreement provided and not otherwise.

Section 3.02

Registration.  

The Securities Administrator is hereby appointed, and the Securities Administrator hereby accepts its appointment as initial Certificate Registrar in respect of the Certificates and shall maintain books for the registration and for the transfer of Certificates and the Uncertificated Interests (the "Certificate Register").  The Trustee may appoint a bank or trust company to act as successor Certificate Registrar.  A registration book shall be maintained for the Certificates and the Uncertificated Interests collectively.  The Certificate Registrar may resign or be discharged or removed and a new successor may be appointed in accordance with the procedures and requirements set forth in Sections 6.06 and 6.07 hereof with respect to the resignation, discharge or removal of the Securities Administrator and the appointment of a successor Securities Administrator.  The Certificate Registrar may appoint, by a written instrument delivered to the Holders and the Master Servicer, any bank or trust company to act as co-registrar under such conditions as the Certificate Registrar may prescribe; provided , however , that the Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment.  The Certificate Register in respect of the Uncertificated Interests shall contain a statement that transfers of the Uncertificated Interests to a Disqualified Organization are prohibited as provided in this Agreement.

Section 3.03

Transfer and Exchange of Certificates.  

(a)

A Definitive Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be transferred by the Holder thereof only upon presentation and surrender of such Certificate at the office of the Certificate Registrar duly endorsed or accompanied by an assignment duly executed by such Holder or his duly authorized attorney in such form as shall be satisfactory to the Certificate Registrar.  Upon the transfer of any Definitive Certificate in accordance with the preceding sentence, the Trustee or the Securities Administrator on behalf of the Trustee shall execute, and the Authenticating Agent shall authenticate and deliver to the transferee, one or more new Certificates of the same Class and evidencing, in the aggregate, the same aggregate Certificate Principal Amount as the Certificate being transferred.  An Uncertificated Interest or Uncertificated REMIC Interest may be transferred by the Holder thereof upon written notice to the Certificate Registrar, satisfaction of the other conditions set forth in this Section 3.03 and, with respect to the Uncertificated REMIC Interests, the consent of the Depositor.  No service charge shall be made to a Certificateholder for any registration of transfer of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer of Certificates.

(b)

A Definitive Certificate (other than Book-Entry Certificates which shall be subject to Section 3.09 hereof) may be exchanged by the Holder thereof for any number of new Certificates of the same Class, in authorized denominations, representing in the aggregate the same Certificate Principal Amount as the Certificate surrendered, upon surrender of the Certificate to be exchanged at the office of the Certificate Registrar duly endorsed or accompanied by a written instrument of transfer duly executed by such Holder or his duly authorized attorney in such form as is satisfactory to the Certificate Registrar.  Definitive Certificates delivered upon any such exchange will evidence the same obligations, and will be entitled to the same rights and privileges, as the Certificates surrendered.  No service charge shall be made to a Certificateholder for any exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange of Certificates.  Whenever any Definitive Certificates are so surrendered for exchange, the Trustee or the Securities Administrator on behalf of the Trustee shall execute, and the Authenticating Agent shall authenticate, date and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.

(c)

By acceptance of a Restricted Certificate, whether upon original issuance or subsequent transfer, each Holder of such a Certificate acknowledges the restrictions on the transfer of such Certificate set forth thereon and agrees that it will transfer such a Certificate only as provided herein.

The following restrictions shall apply with respect to the transfer and registration of transfer of a Restricted Certificate:

(i)

The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is (x) to the Depositor or an affiliate (as defined in Rule 405 under the Act) of the Depositor or (y) being made to a "qualified institutional buyer" (a "QIB") as defined in Rule 144A under the Act by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit H hereto; and

(ii)

The Certificate Registrar shall register the transfer of a Restricted Certificate if the requested transfer is being made to an "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act, or to any Person all of the equity owners in which are such accredited investors, by a transferor who furnishes to the Certificate Registrar a letter of the transferee substantially in the form of Exhibit I hereto.

(d)

No transfer of an ERISA-Restricted Certificate in the form of a Definitive Certificate or that is an Uncertificated Interest shall be made to any Person or shall be effective unless the Certificate Registrar, on behalf of the Trustee, has received (A) a certificate substantially in the form of Exhibit J hereto (or Exhibit B, in the case of a Residual Interest) from such transferee or (B) an Opinion of Counsel satisfactory to the Trustee and the Certificate Registrar to the effect that the purchase and holding of such a Certificate will not constitute or result in any nonexempt prohibited transactions under Title I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar, the Trustee, the Master Servicer, any Servicer, the Depositor or the Securities Administrator to any obligation in addition to those undertaken in the Agreement; provided , however , that the Certificate Registrar will not require such certificate or opinion in the event that, as a result of a change of law or otherwise, counsel satisfactory to the Certificate Registrar has rendered an opinion to the effect that the purchase and holding of an ERISA-Restricted Certificate by a Plan or a Person that is purchasing or holding such a Certificate with the assets of a Plan will not constitute or result in a prohibited transaction under Title I of ERISA or Section 4975 of the Code and will not subject the Certificate Registrar, the Trustee, the Master Servicer, any Servicer, the Depositor, the Securities Administrator or any Servicer to any obligation in addition to those undertaken in this Agreement.  Each Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate shall be deemed to have made the representations set forth in Exhibit J.  The preparation and delivery of the certificate and opinions referred to above shall not be an expense of the Trust Fund, the Certificate Registrar, the Trustee, the Master Servicer, the Depositor or the Securities Administrator.

Notwithstanding the foregoing, no opinion or certificate shall be required for the initial transfer of the ERISA-Restricted Certificates.  The Certificate Registrar shall have no obligation to monitor transfers of Book-Entry Certificates that are ERISA-Restricted Certificates and shall have no liability for transfers of such Certificates in violation of the transfer restrictions.  The Certificate Registrar shall be under no liability to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 3.03(d) and none of the Securities Administrator, the Trustee or the Paying Agent shall have any liability for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered by the Certificate Registrar in accordance with the foregoing requirements.  The Securities Administrator, on behalf of the Trustee, shall be entitled, but not obligated, to recover from any Holder of any ERISA-Restricted Certificate that was in fact a Plan or a Person acting on behalf of a Plan any payments made on such ERISA-Restricted Certificate at and after either such time.  Any such payments so recovered by the Securities Administrator, on behalf of the Trustee, shall be paid and delivered by the Securities Administrator, on behalf of the Trustee, to the last preceding Holder of such Certificate that is not such a Plan or Person acting on behalf of a Plan.

(e)

As a condition of the registration of transfer or exchange of any Certificate, the Certificate Registrar may require the certified taxpayer identification number of the owner of the Certificate and the payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith; provided , however , that the Certificate Registrar shall have no obligation to require such payment or to determine whether or not any such tax or charge may be applicable.  No service charge shall be made to the Certificateholder for any registration, transfer or exchange of a Certificate.

(f)

Notwithstanding anything to the contrary contained herein, no Residual Interest may be owned, pledged or transferred, directly or indirectly, by or to (i) a Disqualified Organization or (ii) an individual, corporation or partnership or other person unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Interest in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective Internal Revenue Service Form W-8ECI or successor form at the time and in the manner required by the Code (any such person who is not covered by clause (A) or (B) above is referred to herein as a "Non-permitted Foreign Holder").

Prior to and as a condition of the registration of any transfer, sale or other disposition of a Residual Interest, the proposed transferee shall deliver to the Trustee and the Certificate Registrar an affidavit in substantially the form attached hereto as Exhibit B representing and warranting, among other things, that such transferee is neither a Disqualified Organization, an agent or nominee acting on behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder (any such transferee, a "Permitted Transferee"), and the proposed transferor shall deliver to the Trustee and the Certificate Registrar an affidavit in substantially the form attached hereto as Exhibit C.  In addition, the Trustee or the Certificate Registrar may (but shall have no obligation to) require, prior to and as a condition of any such transfer, the delivery by the proposed transferee of an Opinion of Counsel, addressed to the Trustee and the Certificate Registrar, that such proposed transferee or, if the proposed transferee is an agent or nominee, the proposed beneficial owner, is not a Disqualified Organization, agent or nominee thereof, or a Non-permitted Foreign Holder.  Notwithstanding the registration in the Certificate Register of any transfer, sale, or other disposition of a Residual Interest to a Disqualified Organization, an agent or nominee thereof, or Non-permitted Foreign Holder, such registration shall be deemed to be of no legal force or effect whatsoever and such Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall not be deemed to be a Certificateholder for any purpose hereunder, including, but not limited to, the receipt of distributions on such Residual Certificate.  The Depositor, the Certificate Registrar and the Trustee shall be under no liability to any Person for any registration or transfer of a Residual Interest to a Disqualified Organization, agent or nominee thereof or Non-permitted Foreign Holder or for the Paying Agent making any payments due on such Residual Interest to the Holder thereof or for taking any other action with respect to such Holder under the provisions of the Agreement, so long as the transfer was effected in accordance with this Section 3.03(f), unless the Certificate Registrar shall have actual knowledge at the time of such transfer or the time of such payment or other action that the transferee is a Disqualified Organization, or an agent or nominee thereof, or Non-permitted Foreign Holder.  The Certificate Registrar shall be entitled to recover from any Holder of a Residual Interest that was a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder at the time it became a Holder or any subsequent time it became a Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign Holder, all payments made on such Residual Interest at and after either such times (and all costs and expenses, including but not limited to attorneys’ fees, incurred in connection therewith).  Any payment (not including any such costs and expenses) so recovered by the Certificate Registrar shall be paid and delivered to the last preceding Holder of such Residual Interest.

If any purported transferee shall become a registered Residual Interest Holder in violation of the provisions of this Section 3.03(f), then upon receipt of written notice to the Certificate Registrar that the registration of transfer of such Residual Interest was not in fact permitted by this Section 3.03(f), the last preceding Permitted Transferee shall be restored to all rights as Holder thereof retroactive to the date of such registration of transfer of such Residual Interest.  The Depositor, the Certificate Registrar and the Trustee shall be under no liability to any Person for any registration of transfer of a Residual Interest that is in fact not permitted by this Section 3.03(f), or for the Paying Agent making any payment due on such Certificate to the registered Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the transfer was registered upon receipt of the affidavit described in the preceding paragraph of this Section 3.03(f).

(g)

Each Holder or Certificate Owner of a Restricted Certificate, ERISA-Restricted Certificate, Residual Interest, or an interest therein, by such Holder’s or Owner’s acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this section.

Section 3.04

Cancellation of Certificates.  

Any Certificate surrendered for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect to cancelled certificates maintained by the Certificate Registrar.

Section 3.05

Replacement of Certificates.  

If (i) any Certificate is mutilated and is surrendered to the Certificate Registrar or (ii) the Trustee or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor, the Trustee or the Certificate Registrar that such destroyed, lost or stolen Certificate has been acquired by a protected purchaser, the Trustee or the Securities Administrator on behalf of the Trustee shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount.  Upon the issuance of any new Certificate under this Section 3.05, the Trustee, the Depositor or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, the Depositor or the Certificate Registrar) connected therewith.  Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

If after the delivery of such new Certificate, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Depositor, the Certificate Registrar and the Trustee or any agent shall be entitled to recover such new Certificate from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Depositor, the Certificate Registrar, the Trustee or any agent in connection therewith.

Section 3.06

Persons Deemed Owners.  

Subject to the provisions of Section 3.09 with respect to Book-Entry Certificates, the Depositor, the Master Servicer, the Trustee, the Certificate Registrar, the Paying Agent and any agent of any of them shall treat the Person in whose name any Certificate is registered upon the books of the Certificate Registrar as the owner of such Certificate for the purpose of receiving distributions pursuant to Sections 5.01 and 5.02 and for all other purposes whatsoever, and neither the Depositor, the Master Servicer, the Trustee, the Certificate Registrar, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary.

Section 3.07

Temporary Certificates.  

(a)

Pending the preparation of Definitive Certificates, upon the order of the Depositor, the Securities Administrator on behalf of the Trustee shall execute and the Authenticating Agent shall authenticate and deliver temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Certificates in lieu of which they are issued and with such variations as the authorized officers executing such Certificates may determine, as evidenced by their execution of such Certificates.

(b)

If temporary Certificates are issued, the Depositor will cause Definitive Certificates to be prepared without unreasonable delay.  After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office or agency of the Certificate Registrar without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Certificates, the Securities Administrator on behalf of the Trustee shall execute and the Authenticating Agent shall authenticate and deliver in exchange therefor a like aggregate Certificate Principal Amount of Definitive Certificates of the same Class in the authorized denominations.  Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits under this Agreement as Definitive Certificates of the same Class.

Section 3.08

Appointment of Paying Agent.  

The Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose of making distributions to the Certificateholders hereunder.  The Trustee hereby appoints the Securities Administrator as the initial Paying Agent.  The Trustee shall cause any Paying Agent, other than the Securities Administrator, to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent will hold all sums held by it for the payment to the Certificateholders in an Eligible Account (which shall be the Distribution Account) in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to the Certificateholders.  All funds remitted by the Securities Administrator to any such Paying Agent for the purpose of making distributions shall be paid to the Certificateholders on each Distribution Date and any amounts not so paid shall b