POOLING AND SERVICING AGREEMENT

EXHIBIT 4.1


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WELLS FARGO ASSET SECURITIES CORPORATION


(Depositor)

and

WELLS FARGO BANK, N.A.

(Master Servicer)

and

HSBC BANK USA, NATIONAL ASSOCIATION

(Trustee)

POOLING AND SERVICING AGREEMENT

Dated as of April 27, 2007

$700,312,919.58

Mortgage Pass-Through Certificates
Series 2007-6

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TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01 Definitions...................................................
Section 1.02 Acts of Holders...............................................
Section 1.03 Effect of Headings and Table of Contents......................
Section 1.04 Benefits of Agreement.........................................


ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans..................................
Section 2.02 Acceptance by Custodian.......................................
Section 2.03 Representations and Warranties of the Master Servicer and
the Depositor................................................
Section 2.04 Execution and Delivery of Certificates........................
Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date............................


ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS

Section 3.01 Certificate Account...........................................
Section 3.02 Permitted Withdrawals from the Certificate Account............
Section 3.03 Advances by Master Servicer and Trustee.......................
Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files.......................
Section 3.05 Annual Compliance Statements..................................
Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.........................................................
Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions..........................................
Section 3.08 Oversight of Servicing........................................
Section 3.09 Termination and Substitution of Servicing Agreements..........
Section 3.10 Application of Net Liquidation Proceeds.......................
Section 3.11 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports..........................
Section 3.12 Exchange Act Reports..........................................


ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS

Section 4.01 Distributions.................................................
Section 4.02 Allocation of Realized Losses.................................
Section 4.03 Paying Agent..................................................
Section 4.04 Statements to Certificateholders; Reports to the Trustee
and the Depositor............................................
Section 4.05 Reserved......................................................
Section 4.06 Calculation of Amounts; Binding Effect of Interpretations
and Actions of Master Servicer...............................
Section 4.07 Determination of LIBOR........................................


ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates..............................................
Section 5.02 Registration of Certificates..................................
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.04 Persons Deemed Owners.........................................
Section 5.05 Access to List of Certificateholders' Names and Addresses.....
Section 5.06 Maintenance of Office or Agency...............................
Section 5.07 Definitive Certificates.......................................
Section 5.08 Notices to Clearing Agency....................................


ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01 Liability of the Depositor and the Master Servicer............
Section 6.02 Merger or Consolidation of the Depositor or the Master
Servicer.....................................................
Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others..........................................
Section 6.04 Resignation of the Master Servicer............................
Section 6.05 Compensation to the Master Servicer...........................
Section 6.06 Assignment or Delegation of Duties by Master Servicer.........
Section 6.07 Indemnification of Trustee and Depositor by Master
Servicer.....................................................
Section 6.08 Master Servicer Errors and Omissions Policy...................


ARTICLE VII

DEFAULT

Section 7.01 Events of Default.............................................
Section 7.02 Other Remedies of Trustee.....................................
Section 7.03 Directions by Certificateholders and Duties of Trustee
During Event of Default......................................
Section 7.04 Action upon Certain Failures of the Master Servicer and
upon Event of Default........................................
Section 7.05 Trustee to Act; Appointment of Successor......................
Section 7.06 Notification to Certificateholders............................


ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee.............................................
Section 8.02 Certain Matters Affecting the Trustee.........................
Section 8.03 Trustee Not Required to Make Investigation....................
Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.........
Section 8.05 Trustee May Own Certificates..................................
Section 8.06 The Master Servicer to Pay Fees and Expenses; Limitation
on Liability.................................................
Section 8.07 Eligibility Requirements......................................
Section 8.08 Resignation and Removal.......................................
Section 8.09 Successor.....................................................
Section 8.10 Merger or Consolidation.......................................
Section 8.11 Authenticating Agent..........................................
Section 8.12 Separate Trustees and Co-Trustees.............................
Section 8.13 Tax Matters; Compliance with REMIC Provisions.................
Section 8.14 Monthly Advances..............................................
Section 8.15 Indemnification of the Master Servicer and Depositor by
the Trustee..................................................
Section 8.16 Trustee Errors and Omissions Policy...........................


ARTICLE IX

TERMINATION

Section 9.01 Termination upon Purchase by the Depositor or Liquidation
of All Mortgage Loans........................................
Section 9.02 Additional Termination Requirements...........................


ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement......................................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law; Jurisdiction...................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Special Notices to Rating Agencies............................
Section 10.08 Covenant of Depositor.........................................
Section 10.09 Recharacterization............................................
Section 10.10 Regulation AB Compliance; Intent of Parties;
Reasonableness...............................................


ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date..................................................
Section 11.02 Cut-Off Date Aggregate Principal Balance......................
Section 11.03 Original Class A Percentage...................................
Section 11.04 Original Principal Balances of the Classes of Class A
Certificates.................................................
Section 11.05 Original Aggregate Non-PO Principal Balance...................
Section 11.06 Original Class B Principal Balance............................
Section 11.07 Original Principal Balances of the Classes of Class B
Certificates.................................................
Section 11.08 Original Class B-1 Fractional Interest........................
Section 11.09 Original Class B-2 Fractional Interest........................
Section 11.10 Original Class B-3 Fractional Interest........................
Section 11.11 Original Class B-4 Fractional Interest........................
Section 11.12 Original Class B-5 Fractional Interest........................
Section 11.13 Original Class B-1 Percentage.................................
Section 11.14 Original Class B-2 Percentage.................................
Section 11.15 Original Class B-3 Percentage.................................
Section 11.16 Original Class B-4 Percentage.................................
Section 11.17 Original Class B-5 Percentage.................................
Section 11.18 Original Class B-6 Percentage.................................
Section 11.19 Closing Date..................................................
Section 11.20 Right to Purchase.............................................
Section 11.21 Single Certificate............................................
Section 11.22 Servicing Fee Rate............................................
Section 11.23 Master Servicing Fee Rate.....................................
SCHEDULE I - Applicable Unscheduled Principal Receipt Period

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EXHIBITS

EXHIBIT A-1 - Form of Face of Class A-1 Certificate
EXHIBIT A-2 - Form of Face of Class A-2 Certificate
EXHIBIT A-3 - Form of Face of Class A-3 Certificate
EXHIBIT A-4 - Form of Face of Class A-4 Certificate
EXHIBIT A-5 - Form of Face of Class A-5 Certificate
EXHIBIT A-6 - Form of Face of Class A-6 Certificate
EXHIBIT A-PO - Form of Face of Class A-PO Certificate
EXHIBIT A-R - Form of Face of Class A-R Certificate
EXHIBIT B-1 - Form of Face of Class B-1 Certificate
EXHIBIT B-2 - Form of Face of Class B-2 Certificate
EXHIBIT B-3 - Form of Face of Class B-3 Certificate
EXHIBIT B-4 - Form of Face of Class B-4 Certificate
EXHIBIT B-5 - Form of Face of Class B-5 Certificate
EXHIBIT B-6 - Form of Face of Class B-6 Certificate
EXHIBIT C - Form of Reverse of Series 2007-6 Certificates
EXHIBIT D - Reserved
EXHIBIT E - Custodial Agreement
EXHIBIT F - Addresses for Requesting Mortgage Loan Schedule
EXHIBIT G - Request for Release
EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the
Internal Revenue Code of 1986, as amended, and
for Non-ERISA Investors
EXHIBIT I - Letter from Transferor of Residual Certificate
EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]
Certificates)
EXHIBIT K - List of Recordation States
EXHIBIT L - Servicing Agreements
EXHIBIT M - Form of Special Servicing Agreement
EXHIBIT N - Form of Initial Certification of the Custodian
EXHIBIT O - Form of Final Certification of the Custodian
EXHIBIT P - Form of Sarbanes Oxley Certification
EXHIBIT Q - Reserved
EXHIBIT R - Servicing Criteria to be Addressed in
Assessment of Compliance
EXHIBIT S - Additional Form 10-D Disclosure
EXHIBIT T - Additional Form 10-K Disclosure
EXHIBIT U - Form 8-K Disclosure Information
EXHIBIT V - Additional Disclosure Notification

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This Pooling and Servicing Agreement, dated as of April 27, 2007
executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO
BANK, N.A., as Master Servicer and HSBC BANK USA, NATIONAL ASSOCIATION, as
Trustee.

W I T N E S S E T H T H A T:

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used herein, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.

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

Accepted Master Servicing Practices: Accepted Master Servicing
Practices shall consist of the customary and usual master servicing practices of
prudent master servicing institutions which master service mortgage loans of the
same type as the Mortgage Loans in the jurisdictions in which the related
Mortgaged Properties are located, regardless of the date upon which the related
Mortgage Loans were originated.

Additional Form 10-D Disclosure: As defined in Section 3.12(a).

Additional Form 10-K Disclosure: As defined in Section 3.12(b).

Additional Master Servicer: As defined in Section 6.06(b).

Adjusted Pool Amount: With respect to any Distribution Date, the
Cut-Off Date Aggregate Principal Balance of the Mortgage Loans minus the sum of
(i) all amounts in respect of principal received in respect of the Mortgage
Loans (including, without limitation, amounts received as Monthly Payments,
Periodic Advances, Unscheduled Principal Receipts and Substitution Principal
Amounts) and distributed to Holders of the Certificates on such Distribution
Date and all prior Distribution Dates, (ii) the principal portion of all
Liquidated Loan Losses incurred on such Mortgage Loans for which the Liquidation
Proceeds were received from the Cut-Off Date through the end of the Applicable
Unscheduled Principal Receipt Period with respect to Full Unscheduled Principal
Receipts for such Distribution Date and (iii) the principal portion of all
Bankruptcy Losses (other than Debt Service Reductions) incurred on the Mortgage
Loans from the Cut-Off Date through the end of the period corresponding to the
Applicable Unscheduled Principal Receipt Period with respect to Full Unscheduled
Principal Receipts for such Distribution Date.

Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date, the difference between the Adjusted Pool Amount and the
Adjusted Pool Amount (PO Portion).

Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans: the product of (i) the PO Fraction for each such
Mortgage Loan and (ii) the remainder of (A) the Cut-Off Date Principal Balance
of such Mortgage Loan minus (B) the sum of (x) all amounts in respect of
principal received in respect of such Mortgage Loan (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Unscheduled
Principal Receipts and Substitution Principal Amounts) and distributed to
Holders of the Certificates on such Distribution Date and all prior Distribution
Dates, (y) the principal portion of any Liquidated Loan Losses incurred on such
Mortgage Loans for which Liquidation Proceeds were received from the Cut-Off
Date through the end of the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date and
(z) the principal portion of all Bankruptcy Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans from the Cut-Off Date through the end
of the period corresponding to the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date.

Adjusted Principal Balance: As to any Distribution Date and any
Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal
Balance of such Class with respect to such Distribution Date minus (ii) the
Adjustment Amount for such Distribution Date less the Principal Balances for any
Classes of Class B Certificates with higher numerical designations.

Adjustment Amount: For any Distribution Date, the difference between
(A) the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of the related Determination Date and (B) the sum of (i) the sum of
the Class A Non-PO Principal Balance and the Class B Principal Balance as of the
Determination Date succeeding such Distribution Date and (ii) the aggregate
amount that would have been distributed to all Classes (other than the Class
A-PO Certificates) as principal in accordance with Section 4.01(a) for such
Distribution Date without regard to the provisos in the definitions of Class B-1
Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount and Class B-6 Optimal Principal Amount.

Aggregate Class A Unpaid Interest Shortfall: As to any Distribution
Date, an amount equal to the sum of the Class A Unpaid Interest Shortfalls for
all the Classes of Class A Certificates.

Aggregate Non-PO Principal Balance: As of any Determination Date,
the sum of the Class A Non-PO Principal Balance and the Class B Principal
Balance as of such date.

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

Applicable Unscheduled Principal Receipt Period: With respect to the
Mortgage Loans serviced by each Servicer and each of the Full Unscheduled
Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled
Principal Receipt Period specified on Schedule I hereto, as amended by the
Master Servicer pursuant to Section 10.01(b) hereof.

Authenticating Agent: Any authenticating agent appointed by the
Trustee pursuant to Section 8.11. Initially, the Master Servicer shall be the
Authenticating Agent for the Certificates.

Available Master Servicer Compensation: With respect to any
Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution
Date, (b) interest earned through the business day preceding the applicable
Distribution Date on any Prepayments in Full remitted to the Master Servicer and
(c) the aggregate amount of Month End Interest remitted by the Servicers to the
Master Servicer pursuant to the related Servicing Agreements.

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

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

Bankruptcy Code: The Bankruptcy Code of 1978, as amended.

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 applicable
Servicer has notified the Master Servicer and the Trustee in writing that such
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding 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 premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by such Servicer without giving
effect to any Debt Service Reduction.

Beneficial Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial 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), as the case may be.

Book-Entry Certificate: Any one of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates, beneficial
ownership and transfers of which shall be evidenced by, and made through, book
entries by the Clearing Agency as described in Section 5.01(b).

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a legal holiday in the City of New York, State of Iowa, State of Maryland or
State of Minnesota or (iii) a day on which banking institutions in the City of
New York, or the State of Iowa, State of Maryland or State of Minnesota are
authorized or obligated by law or executive order to be closed.

Certificate: Any one of the Class A Certificates or Class B
Certificates.

Certificate Account: The separate trust account established and
maintained by the Master Servicer pursuant to Section 3.01 which shall be
entitled "Certificate Account, Wells Fargo Bank, N.A., as Master Servicer on
behalf of the Trustee, in trust for the Holders of the Certificates of the Wells
Fargo Mortgage Backed Securities 2007-6 Trust." The Certificate Account shall be
an Eligible Account.

Certificate Custodian: Initially, Wells Fargo Bank; thereafter any
other Certificate Custodian acceptable to The Depository Trust Company and
selected by the Trustee.

Certificate Register and Certificate Registrar: Respectively, the
register maintained pursuant to and the registrar provided for in Section 5.02.
Initially the Certificate Registrar shall be the Master Servicer.

Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purposes
of the taking of any action under Articles VII or VIII, any Certificate
registered in the name of the Master Servicer, a Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Interest evidenced
thereby shall not be taken into account in determining whether the requisite
percentage of Certificates necessary to effect any such action has been
obtained.

Class: All certificates whose form is identical except for
variations in the Percentage Interest evidenced thereby.

Class A Certificate: Any of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates and Class A-R
Certificate.

Class A Certificateholder: The registered holder of a Class A
Certificate.

Class A Distribution Amount: As to any Distribution Date and any
Class of Class A Certificates (other than the Class A-PO Certificates), the
amount distributable to such Class of Class A Certificates pursuant to
Paragraphs first, second and third clause (1) of Section 4.01(a). As to any
Distribution Date and the Class A-PO Certificates, the amount distributable to
the Class A-PO Certificates pursuant to Paragraphs third clause (2) and fourth
of Section 4.01(a) on such Distribution Date.

Class A Interest Accrual Amount: As to any Distribution Date, the
sum of the Interest Accrual Amounts for the Class A Certificates with respect to
such Distribution Date.

Class A Interest Percentage: As to any Distribution Date and any
Class of Class A Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class A Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

Class A Interest Shortfall Amount: As to any Distribution Date and
any Class of Class A Certificates, any amount by which the Interest Accrual
Amount of such Class with respect to such Distribution Date exceeds the amount
distributed in respect of such Class on such Distribution Date pursuant to
Paragraph first of Section 4.01(a).

Class A Interest Shortfall Percentage: As to any Distribution Date
and any Class of Class A Certificates, the percentage calculated by dividing the
Class A Unpaid Interest Shortfall for such Class by the Aggregate Class A Unpaid
Interest Shortfall, in each case determined as of the day preceding the
applicable Distribution Date.

Class A Loss Denominator: As to any Determination Date, an amount
equal to the Class A Non-PO Principal Balance.

Class A Loss Percentage: As to any Determination Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), the percentage
calculated by dividing the Principal Balance of such Class by the Class A Loss
Denominator (determined without regard to any such Principal Balance of any
Class of Class A Certificates not then outstanding), in each case determined as
of the preceding Determination Date.

Class A Non-PO Certificate: Any of the Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates and Class A-R Certificate.

Class A Non-PO Optimal Amount: As to any Distribution Date, the sum
for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the
Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal
Principal Amount.

Class A Non-PO Optimal Principal Amount: As to any Distribution
Date, an amount equal to the sum of (I) the sum, as to each Mortgage Loan that
is an Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with
respect to such Mortgage Loan, and (y) the sum of:

(i) the Class A Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class A Prepayment Percentage of all Unscheduled Principal
Receipts (other than Recoveries) that were received by a Servicer with
respect to such Mortgage Loan during the Applicable Unscheduled Principal
Receipt Period relating to such Distribution Date for each applicable type
of Unscheduled Principal Receipt;

(iii) the Class A Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class A Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class A Prepayment Percentage of the Non-PO Recovery for such
Distribution Date.

Class A Non-PO Principal Balance: As of any date, an amount equal to
the Class A Principal Balance less the Principal Balance of the Class A-PO
Certificates.

Class A Non-PO Principal Distribution Amount: As to any Distribution
Date, the aggregate amount distributed in respect of the Classes of A
Certificates pursuant to Paragraph third clause (1) of Section 4.01(a).

Class A Pass-Through Rate: As to the Class A-1, Class A-4, Class
A-5, Class A-6 and Class A-R Certificates, 6.000% per annum. As to the Class A-2
and Class A-3 Certificates, the Class A-2 Pass-Through Rate and Class A-3
Pass-Through Rate, respectively. The Class A-PO Certificates are not entitled to
interest and have no Class A Pass-Through Rate.

Class A Percentage: As to any Distribution Date occurring on or
prior to the Subordination Depletion Date, the lesser of (i) 100% and (ii) the
percentage obtained by dividing the Class A Non-PO Principal Balance (determined
as of the Determination Date preceding such Distribution Date) by the Pool
Balance (Non-PO Portion). As to any Distribution Date occurring subsequent to
the Subordination Depletion Date, 100% or such lesser percentage which will
cause the Class A Non-PO Principal Balance to decline to zero following the
distribution made on such Distribution Date.

Class A Prepayment Percentage: As to any Distribution Date to and
including the Distribution Date in April 2012, 100%. As to any Distribution Date
subsequent to April 2012 to and including the Distribution Date in April 2013,
the Class A Percentage as of such Distribution Date plus 70% of the Subordinated
Percentage as of such Distribution Date. As to any Distribution Date subsequent
to April 2013 to and including the Distribution Date in April 2014, the Class A
Percentage as of such Distribution Date plus 60% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to April
2014 to and including the Distribution Date in April 2015, the Class A
Percentage as of such Distribution Date plus 40% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to April
2015 to and including the Distribution Date in April 2016, the Class A
Percentage as of such Distribution Date plus 20% of the Subordinated Percentage
as of such Distribution Date. As to any Distribution Date subsequent to April
2016, the Class A Percentage as of such Distribution Date. The foregoing is
subject to the following: (i) if the aggregate distribution to Holders of Class
A Certificates on any Distribution Date of the Class A Prepayment Percentage
provided above of Unscheduled Principal Receipts distributable on such
Distribution Date would reduce the Class A Non-PO Principal Balance below zero,
the Class A Prepayment Percentage for such Distribution Date shall be the
percentage necessary to bring the Class A Non-PO Principal Balance to zero and
thereafter the Class A Prepayment Percentage shall be zero and (ii) if the Class
A Percentage as of any Distribution Date is greater than the Original Class A
Percentage, the Class A Prepayment Percentage for such Distribution Date shall
be 100%. Notwithstanding the foregoing, with respect to any Distribution Date on
which the following criteria are not met, the reduction of the Class A
Prepayment Percentage described in the second through sixth sentences of this
definition of Class A Prepayment Percentage shall not be applicable with respect
to such Distribution Date. In such event, the Class A Prepayment Percentage for
such Distribution Date will be determined in accordance with the applicable
provision, as set forth in the first through fifth sentences above, which was
actually used to determine the Class A Prepayment Percentage for the
Distribution Date occurring in the April preceding such Distribution Date (it
being understood that for the purposes of the determination of the Class A
Prepayment Percentage for the current Distribution Date, the current Class A
Percentage and Subordinated Percentage shall be utilized).

No reduction in the Class A Prepayment Percentage referred to in the
second through sixth sentences hereof shall be applicable, with respect to any
Distribution Date if (a) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates on the Mortgage
Loans that were delinquent 60 days or more (including for this purpose any
payments due with respect to Mortgage Loans in foreclosure and REO Mortgage
Loans) were greater than or equal to 50% of the Class B Principal Balance or (b)
cumulative Realized Losses on the Mortgage Loans exceed (1) 30% of the Original
Class B Principal Balance if such Distribution Date occurs between and including
May 2012 and April 2013, (2) 35% of the Original Class B Principal Balance if
such Distribution Date occurs between and including May 2013 and April 2014, (3)
40% of the Original Class B Principal Balance if such Distribution Date occurs
between and including May 2014 and April 2015, (4) 45% of the Original Class B
Principal Balance if such Distribution Date occurs between and including May
2015 and April 2016, and (5) 50% of the Original Class B Principal Balance if
such Distribution Date occurs during or after May 2016. With respect to any
Distribution Date on which the Class A Prepayment Percentage is reduced below
the Class A Prepayment Percentage for the prior Distribution Date, the Master
Servicer shall certify to the Trustee, based upon information provided by each
Servicer as to the Mortgage Loans serviced by it that the criteria set forth in
the preceding sentence are met.

Class A Principal Balance: As of any date, an amount equal to the
sum of the Principal Balances for the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-PO Certificates and Class A-R
Certificate.

Class A Unpaid Interest Shortfall: As to any Distribution Date and
any Class of Class A Certificates, the amount, if any, by which the aggregate of
the Class A Interest Shortfall Amounts for such Class for prior Distribution
Dates is in excess of the amounts distributed in respect of such Class on prior
Distribution Dates pursuant to Paragraph second of Section 4.01(a).

Class A-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-1 and Exhibit C hereto.

Class A-1 Certificateholder: The registered holder of a Class A-1
Certificate.

Class A-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-2 and Exhibit C hereto.

Class A-2 Certificateholder: The registered holder of a Class A-2
Certificate.

Class A-2 Pass-Through Rate: With respect to the Distribution Date
occurring in May 2007, 6.020% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Paying Agent on the
applicable Rate Determination Date, equal to LIBOR plus 0.700%, subject to a
minimum rate of 0.700% and a maximum rate of 7.000%.

Class A-3 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-3 and Exhibit C hereto.

Class A-3 Certificateholder: The registered holder of a Class A-3
Certificate.

Class A-3 Pass-Through Rate: With respect to the Distribution Date
occurring in May 2007, 5.880% per annum. With respect to each succeeding
Distribution Date, a per annum rate, determined by the Paying Agent on the
applicable Rate Determination Date, equal to 37.800% minus the product of 6 and
LIBOR, subject to a minimum rate of 0.000% and a maximum rate of 37.800%.

Class A-4 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-4 and Exhibit C hereto.

Class A-4 Certificateholder: The registered holder of a Class A-4
Certificate.

Class A-4 Loss Amount: With respect to any Determination Date after
the Subordination Depletion Date, the amount, if any, by which the Principal
Balance of the Class A-4 Certificates would be reduced as a result of the
application of the third sentence of the definition of Principal Balance.

Class A-5 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-5 and Exhibit C hereto.

Class A-5 Certificateholder: The registered holder of a Class A-5
Certificate.

Class A-5 Loss Allocation Amount: With respect to any Determination
Date after the Subordination Depletion Date the lesser of (a) the Principal
Balance of the Class A-5 Certificates with respect to such Determination Date
prior to any reduction for the Class A-5 Loss Allocation Amount and (b) the
Class A-4 Loss Amount.

Class A-6 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-6 and Exhibit C hereto.

Class A-6 Certificateholder: The registered holder of a Class A-6
Certificate.

Class A-PO Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit A-PO and Exhibit C hereto.

Class A-PO Certificateholder: The registered holder of a Class A-PO
Certificate.

Class A-PO Deferred Amount: For any Distribution Date prior to the
Subordination Depletion Date, the difference between (A) the sum of (x) the
amount by which the sum of the Class A-PO Optimal Principal Amounts for all
prior Distribution Dates exceeded the amounts distributed on the Class A-PO
Certificates on such prior Distribution Dates pursuant to Paragraph third clause
(2) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage
Loan which became a Liquidated Loan at any time on or prior to the last day of
the Applicable Unscheduled Principal Receipt Period for Full Unscheduled
Principal Receipts for the current Distribution Date of (a) the PO Fraction for
such Discount Mortgage Loan and (b) an amount equal to the principal portion of
Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions)
incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the
sum of the Class A-PO Recoveries for such Distribution Date and prior
Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and
after the Subordination Depletion Date, the Class A-PO Deferred Amount will be
zero. No interest will accrue on any Class A-PO Deferred Amount.

Class A-PO Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Mortgage Loan that is an
Outstanding Mortgage Loan, of the product of (x) the PO Fraction with respect to
such Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date
occurring in the month of such Distribution Date on such Mortgage Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that
were received by a Servicer with respect to such Mortgage Loan during the
Applicable Unscheduled Principal Receipt Period relating to such
Distribution Date for each applicable type of Unscheduled Principal
Receipt;

(iii) the Scheduled Principal Balance of each Mortgage Loan which,
during the one month period ending on the day preceding the Determination
Date for such Distribution Date, was repurchased by the Depositor pursuant
to Section 2.02, 2.03 or 3.08; and

(iv) the Substitution Principal Amount with respect to each Mortgage
Loan for which a Mortgage Loan was substituted during the one month period
ending on the day preceding the Determination Date for such Distribution
Date, less the amount allocable to the principal portion of any
unreimbursed Periodic Advances previously made by the applicable Servicer,
the Master Servicer or the Trustee in respect of such Mortgage Loan for
which a Mortgage Loan was substituted; and

(II) the Class A-PO Recovery for such Distribution Date.

Class A-PO Recovery: As to any Distribution Date prior to the
Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount
for such Distribution Date (calculated without regard to the Class A-PO Recovery
for such Distribution Date) and (b) an amount equal to the sum as to each
Mortgage Loan as to which there has been a Recovery during the Applicable
Unscheduled Principal Receipt Period, of the product of (x) the PO Fraction with
respect to such Mortgage Loan and (y) the amount of the Recovery with respect to
such Mortgage Loan. As to any Distribution Date on or after the Subordination
Depletion Date, the amount determined in accordance with clause (b) above.

Class A-R Certificate: The Certificate executed by the Paying Agent
and countersigned by the Authenticating Agent in substantially the form set
forth in Exhibit A-R and Exhibit C hereto.

Class A-R Certificateholder: The registered holder of the Class A-R
Certificate.

Class B Certificate: Any of the Class B-1 Certificates, Class B-2
Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates or Class B-6 Certificates.

Class B Certificateholder: The registered holder of a Class B
Certificate.

Class B Distribution Amount: Any of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 Distribution Amounts.

Class B Interest Accrual Amount: With respect to any Distribution
Date, the sum of the Interest Accrual Amounts for the Classes of Class B
Certificates with respect to such Distribution Date.

Class B Interest Percentage: With respect to any Distribution Date
and any Class of Class B Certificates, the percentage calculated by dividing the
Interest Accrual Amount of such Class (determined without regard to clause (ii)
of the definition thereof) by the Class B Interest Accrual Amount (determined
without regard to clause (ii) of the definition of each Interest Accrual
Amount).

Class B Interest Shortfall Amount: Any of the Class B-1 Interest
Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest
Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest
Shortfall Amount or Class B-6 Interest Shortfall Amount.

Class B Loss Percentage: With respect to any Determination Date and
any Class of Class B Certificates then outstanding, the percentage calculated by
dividing the Principal Balance of such Class B Certificates by the Class B
Principal Balance (determined without regard to any Principal Balance of any
Class of Class B Certificates not then outstanding), in each case determined as
of the preceding Determination Date.

Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.

Class B Pass-Through Rate: As to any Distribution Date, a per annum
rate equal to 6.000%.

Class B Percentage: Any one of the Class B-1 Percentage, Class B-2
Percentage, Class B-3 Percentage, Class B-4 Percentage, Class B-5 Percentage or
Class B-6 Percentage.

Class B Prepayment Percentage: Any of the Class B-1 Prepayment
Percentage, Class B-2 Prepayment Percentage, Class B-3 Prepayment Percentage,
Class B-4 Prepayment Percentage, Class B-5 Prepayment Percentage or Class B-6
Prepayment Percentage.

Class B Principal Balance: As of any date, an amount equal to the
sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3
Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and
Class B-6 Principal Balance.

Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid
Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid
Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid
Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

Class B-1 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-1 and Exhibit C hereto.

Class B-1 Certificateholder: The registered holder of a Class B-1
Certificate.

Class B-1 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-1 Certificates pursuant to
Paragraphs fifth, sixth and seventh of Section 4.01(a).

Class B-1 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-1 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph
fifth of Section 4.01(a).

Class B-1 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-1 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-1 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-1 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-1 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-1 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-1 Optimal Principal Amount
will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-1 Certificates.

Class B-1 Percentage: As to any Distribution Date, the percentage
calculated by multiplying the Subordinated Percentage by either (i) if any Class
B Certificates (other than the Class B-1 Certificates) are eligible to receive
principal distributions for such Distribution Date in accordance with Section
4.01(d), a fraction, the numerator of which is the Class B-1 Principal Balance
(determined as of the Determination Date preceding such Distribution Date) and
the denominator of which is the sum of the Principal Balances of the Classes of
Class B Certificates eligible to receive principal distributions for such
Distribution Date in accordance with the provisions of Section 4.01(d) or (ii)
except as set forth in Section 4.01(d)(ii), in the event that the Class B
Certificates (other than the Class B-1 Certificates) are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), one.

Class B-1 Prepayment Percentage: As to any Distribution Date, the
percentage calculated by multiplying the Subordinated Prepayment Percentage by
either (i) if any Class B Certificates (other than the Class B-1 Certificates)
are eligible to receive principal distributions for such Distribution Date in
accordance with Section 4.01(d), a fraction, the numerator of which is the Class
B-1 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d) or (ii) except as set forth in Section 4.01(d)(ii), in the event
that the Class B Certificates (other than the Class B-1 Certificates) are not
eligible to receive distributions of principal in accordance with Section
4.01(d)(i), one.

Class B-1 Principal Balance: As to the first Determination Date, the
Original Class B-1 Principal Balance. As of any subsequent Determination Date,
the Original Class B-1 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-1 Certificates on prior Distribution Dates
(A) pursuant to Paragraph seventh of Section 4.01(a) (including any principal
otherwise payable to the Class B-1 Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,
however, if the Class B-1 Certificates are the most subordinate Certificates
outstanding, the Class B-1 Principal Balance will equal the difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the Class A Non-PO Principal Balance as of such
Determination Date.

Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-1 Certificates on prior Distribution Dates pursuant to
Paragraph sixth of Section 4.01(a).

Class B-2 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-2 and Exhibit C hereto.

Class B-2 Certificateholder: The registered holder of a Class B-2
Certificate.

Class B-2 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-2 Certificates pursuant to
Paragraphs eighth, ninth and tenth of Section 4.01(a).

Class B-2 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-2 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph
eighth of Section 4.01(a).

Class B-2 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-2 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-2 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-2 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-2 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-2 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-2 Optimal Principal Amount
will equal the lesser of (A) the Class B-2 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-2 Certificates.

Class B-2 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-2 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-2 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for
such Distribution Date will be zero.

Class B-2 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-2 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-2 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-2
Prepayment Percentage for such Distribution Date will be zero.

Class B-2 Principal Balance: As to the first Determination Date, the
Original Class B-2 Principal Balance. As of any subsequent Determination Date,
the Original Class B-2 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-2 Certificates on prior Distribution Dates
(A) pursuant to Paragraph tenth of Section 4.01(a) (including any principal
otherwise payable to the Class B-2 Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,
however, if the Class B-2 Certificates are the most subordinate Certificates
outstanding, the Class B-2 Principal Balance will equal the difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance and the
Class B-1 Principal Balance as of such Determination Date.

Class B-2 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-2 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-2 Certificates on prior Distribution Dates pursuant to
Paragraph ninth of Section 4.01(a).

Class B-3 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-3 and Exhibit C hereto.

Class B-3 Certificateholder: The registered holder of a Class B-3
Certificate.

Class B-3 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-3 Certificates pursuant to
Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).

Class B-3 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-3 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph
eleventh of Section 4.01(a).

Class B-3 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-3 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-3 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-3 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-3 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-3 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-3 Optimal Principal Amount
will equal the lesser of (A) the Class B-3 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-3 Certificates.

Class B-3 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-3 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-3 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-3 Percentage for
such Distribution Date will be zero.

Class B-3 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-3 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-3 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-3
Prepayment Percentage for such Distribution Date will be zero.

Class B-3 Principal Balance: As to the first Determination Date, the
Original Class B-3 Principal Balance. As of any subsequent Determination Date,
the Original Class B-3 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-3 Certificates on prior Distribution Dates
(A) pursuant to Paragraph thirteenth of Section 4.01(a) (including any principal
otherwise payable to the Class B-3 Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,
however, if the Class B-3 Certificates are the most subordinate Certificates
outstanding, the Class B-3 Principal Balance will equal the difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance, the
Class B-1 Principal Balance and the Class B-2 Principal Balance as of such
Determination Date.

Class B-3 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-3 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-3 Certificates on prior Distribution Dates pursuant to
Paragraph twelfth of Section 4.01(a).

Class B-4 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-4 and Exhibit C hereto.

Class B-4 Certificateholder: The registered holder of a Class B-4
Certificate.

Class B-4 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-4 Certificates pursuant to
Paragraphs fourteenth, fifteenth and sixteenth of Section 4.01(a).

Class B-4 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-4 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph
fourteenth of Section 4.01(a).

Class B-4 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-4 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-4 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-4 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-4 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-4 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-4 Optimal Principal Amount
will equal the lesser of (A) the Class B-4 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-4 Certificates.

Class B-4 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-4 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-4 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for
such Distribution Date will be zero.

Class B-4 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-4 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-4 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-4
Prepayment Percentage for such Distribution Date will be zero.

Class B-4 Principal Balance: As to the first Determination Date, the
Original Class B-4 Principal Balance. As of any subsequent Determination Date,
the Original Class B-4 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-4 Certificates on prior Distribution Dates
(A) pursuant to Paragraph sixteenth of Section 4.01(a) (including any principal
otherwise payable to the Class B-4 Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,
however, if the Class B-4 Certificates are the most subordinate Certificates
outstanding, the Class B-4 Principal Balance will equal the difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance and the Class B-3
Principal Balance as of such Determination Date.

Class B-4 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-4 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-4 Certificates on prior Distribution Dates pursuant to
Paragraph fifteenth of Section 4.01(a).

Class B-5 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-5 and Exhibit C hereto.

Class B-5 Certificateholder: The registered holder of a Class B-5
Certificate.

Class B-5 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-5 Certificates pursuant to
Paragraphs seventeenth, eighteenth and nineteenth of Section 4.01(a).

Class B-5 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-5 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph
seventeenth of Section 4.01(a).

Class B-5 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-5 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-5 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-5 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-5 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-5 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-5 Optimal Principal Amount
will equal the lesser of (A) the Class B-5 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-5 Certificates.

Class B-5 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-5 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-5 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-5 Percentage for
such Distribution Date will be zero.

Class B-5 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-5 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-5 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-5
Prepayment Percentage for such Distribution Date will be zero.

Class B-5 Principal Balance: As to the first Determination Date, the
Original Class B-5 Principal Balance. As of any subsequent Determination Date,
the Original Class B-5 Principal Balance less the sum of all amounts previously
distributed in respect of the Class B-5 Certificates on prior Distribution Dates
(A) pursuant to Paragraph nineteenth of Section 4.01(a) (including any principal
otherwise payable to the Class B-5 Certificates used to pay any Class A-PO
Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,
however, if the Class B-5 Certificates are the most subordinate Certificates
outstanding, the Class B-5 Principal Balance will equal the difference, if any,
between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance and the Class B-4 Principal Balance as of such Determination
Date.

Class B-5 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-5 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-5 Certificates on prior Distribution Dates pursuant to
Paragraph eighteenth of Section 4.01(a).

Class B-6 Certificate: Any one of the Certificates executed by the
Paying Agent and countersigned by the Authenticating Agent in substantially the
form set forth in Exhibit B-6 and Exhibit C hereto.

Class B-6 Certificateholder: The registered holder of a Class B-6
Certificate.

Class B-6 Distribution Amount: As to any Distribution Date, any
amount distributable to the Holders of the Class B-6 Certificates pursuant to
Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).

Class B-6 Interest Shortfall Amount: As to any Distribution Date,
any amount by which the Interest Accrual Amount of the Class B-6 Certificates
with respect to such Distribution Date exceeds the amount distributed in respect
of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph
twentieth of Section 4.01(a).

Class B-6 Optimal Principal Amount: As to any Distribution Date, an
amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of
the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and
(y) the sum of:

(i) the Class B-6 Percentage of the principal portion of the Monthly
Payment due on the Due Date occurring in the month of such Distribution
Date on such Mortgage Loan;

(ii) the Class B-6 Prepayment Percentage of all Unscheduled
Principal Receipts (other than Recoveries) that were received by a
Servicer with respect to such Mortgage Loan during the Applicable
Unscheduled Principal Receipt Period relating to such Distribution Date
for each applicable type of Unscheduled Principal Receipt;

(iii) the Class B-6 Prepayment Percentage of the Scheduled Principal
Balance of such Mortgage Loan which, during the one month period ending on
the day preceding the Determination Date for such Distribution Date, was
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Class B-6 Percentage of the Substitution Principal Amount
with respect to each Mortgage Loan for which a Mortgage Loan was
substituted during the one month period ending on the day preceding the
Determination Date for such Distribution Date, less the amount allocable
to the principal portion of any unreimbursed Periodic Advances previously
made by the applicable Servicer, the Master Servicer or the Trustee in
respect of such Mortgage Loan for which a Mortgage Loan was substituted;
and

(II) the Class B-6 Prepayment Percentage of the Non-PO Recovery for such
Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to
such Class and such Distribution Date, the Class B-6 Optimal Principal Amount
will equal the lesser of (A) the Class B-6 Optimal Principal Amount calculated
as described in the preceding provisions and (B) the Adjusted Principal Balance
for the Class B-6 Certificates.

Class B-6 Percentage: As to any Distribution Date, except as set
forth in the next sentence, the percentage calculated by multiplying (i) the
Subordinated Percentage by (ii) a fraction, the numerator of which is the Class
B-6 Principal Balance (determined as of the Determination Date preceding such
Distribution Date) and the denominator of which is the sum of the Principal
Balances of the Classes of Class B Certificates eligible to receive principal
distributions for such Distribution Date in accordance with the provisions of
Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that
the Class B-6 Certificates are not eligible to receive distributions of
principal in accordance with Section 4.01(d)(i), the Class B-6 Percentage for
such Distribution Date will be zero.

Class B-6 Prepayment Percentage: As to any Distribution Date, except
as set forth in the next sentence, the percentage calculated by multiplying (i)
the Subordinated Prepayment Percentage by (ii) a fraction, the numerator of
which is the Class B-6 Principal Balance (determined as of the Determination
Date preceding such Distribution Date) and the denominator of which is the sum
of the Principal Balances of the Classes of Class B Certificates eligible to
receive principal distributions for such Distribution Date in accordance with
the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii),
in the event that the Class B-6 Certificates are not eligible to receive
distributions of principal in accordance with Section 4.01(d)(i), the Class B-6
Prepayment Percentage for such Distribution Date will be zero.

Class B-6 Principal Balance: As to the first Determination Date, the
Original Class B-6 Principal Balance. As of any subsequent Determination Date,
for so long as the Class B-6 Certificates are outstanding, the difference, if
any, between the Adjusted Pool Amount (Non-PO Portion) as of the preceding
Distribution Date less the sum of the Class A Non-PO Principal Balance, the
Class B-1 Principal Balance, the Class B-2 Principal Balance, the Class B-3
Principal Balance, the Class B-4 Principal Balance and the Class B-5 Principal
Balance as of such Determination Date.

Class B-6 Unpaid Interest Shortfall: As to any Distribution Date,
the amount, if any, by which the aggregate of the Class B-6 Interest Shortfall
Amounts for prior Distribution Dates is in excess of the amounts distributed in
respect of the Class B-6 Certificates on prior Distribution Dates pursuant to
Paragraph twenty-first of Section 4.01(a).

Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall
be The Depository Trust Company.

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

Closing Date: The date of initial issuance of the Certificates, as
set forth in Section 11.19.

Code: The Internal Revenue Code of 1986, as it may be amended from
time to time, any successor statutes thereto, and applicable U.S. Department of
the Treasury temporary or final regulations promulgated thereunder.

Commission: The United States Securities and Exchange Commission.

Compensating Interest: With respect to any Distribution Date, the
least of (a) the aggregate Prepayment Interest Shortfall on the Mortgage Loans
for such Distribution Date, (b) the product of (i) 1/12th of 0.20% and (ii) the
Pool Scheduled Principal Balance for such Distribution Date and (c) the
Available Master Servicing Compensation for such Distribution Date.

Co-op Shares: Shares issued by private non-profit housing
corporations.

Corporate Trust Office: With respect to (a) the Trustee, the office
of the Trustee at which at any particular time its duties under this Agreement
shall be administered, which office, at the date of the execution of this
instrument, is located at 452 Fifth Avenue, New York, New York 10018, Attention:
CTLA - Structured Finance, WFMBS 2007-6 and (b) the Paying Agent, Certificate
Registrar and Authenticating Agent, for Certificate transfer purposes at Wells
Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479
Attn: Corporate Trust Services--WFMBS 2007-6, and for all other purposes at 9062
Old Annapolis Road, Columbia, Maryland 21045 Attn: Corporate Trust
Services--WFMBS 2007-6.

Current Class A Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class A Certificates
pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

Current Class B Interest Distribution Amount: As to any Distribution
Date, the amount distributed in respect of the Classes of Class B Certificates
pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and
twentieth of Section 4.01(a) on such Distribution Date.

Current Class B-1 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to
the first Distribution Date, the Original Class B-1 Fractional Interest.

Current Class B-2 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates by the Aggregate Non-PO Principal Balance. As to the
first Distribution Date, the Original Class B-2 Fractional Interest.

Current Class B-3 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-4, Class B-5 and Class B-6
Certificates by the Aggregate Non-PO Principal Balance. As to the first
Distribution Date, the Original Class B-3 Fractional Interest.

Current Class B-4 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the sum of the Principal Balances of the Class B-5 and Class B-6 Certificates by
the Aggregate Non-PO Principal Balance. As to the first Distribution Date, the
Original Class B-4 Fractional Interest.

Current Class B-5 Fractional Interest: As to any Distribution Date
subsequent to the first Distribution Date, the percentage obtained by dividing
the Principal Balance of the Class B-6 Certificates by the Aggregate Non-PO
Principal Balance. As to the first Distribution Date, the Original Class B-5
Fractional Interest.

Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a Prepayment in Full.

Curtailment Interest Shortfall: On any Distribution Date with
respect to a Mortgage Loan which was the subject of a Curtailment:

(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Curtailment is
received by the applicable Servicer on or after the
Determination Date in the month preceding the month of such
Distribution Date but prior to the first day of the month of
such Distribution Date, the amount of interest that would have
accrued at the Net Mortgage Interest Rate on the amount of
such Curtailment from the day of its receipt or, if earlier,
its application by such Servicer through the last day of the
month preceding the month of such Distribution Date; and

(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Curtailment
is received by the applicable Servicer during the month
preceding the month of such Distribution Date, the amount of
interest that would have accrued at the Net Mortgage Interest
Rate on the amount of such Curtailment from the day of its
receipt or, if earlier, its application by such Servicer
through the last day of the month in which such Curtailment is
received.

Custodial Agreement: The Custodial Agreement, dated as of April 27,
2007, among the Custodian, the Depositor, the Master Servicer and the Trustee,
which agreement is attached hereto as Exhibit E, as the same may be amended or
modified from time to time in accordance with the terms thereof.

Custodial P&I Account: The Custodial P&I Account, as defined in each
of the Servicing Agreements, with respect to the Mortgage Loans. In determining
whether the Custodial P&I Account under any Servicing Agreement is "acceptable"
to the Master Servicer (as may be required by the definition of "Eligible
Account" contained in the Servicing Agreements), the Master Servicer shall
require that any such account shall be acceptable to each of the Rating
Agencies.

Custodian: Wells Fargo Bank, or its successor in interest under the
Custodial Agreement. Initially, the custodial functions shall be performed by
the Corporate Trust Services division of Wells Fargo Bank.

Cut-Off Date: The first day of the month of initial issuance of the
Certificates as set forth in Section 11.01.

Cut-Off Date Aggregate Principal Balance: The aggregate of the
Cut-Off Date Principal Balances of the Mortgage Loans as set forth in Section
11.02.

Cut-Off Date Principal Balance: As to each Mortgage Loan, its unpaid
principal balance as of the close of business on the Cut-Off Date (but without
giving effect to any Unscheduled Principal Receipts received or applied on the
Cut-Off Date), reduced by all payments of principal due on or before the Cut-Off
Date and not paid, and increased by scheduled monthly payments of principal due
after the Cut-Off Date but received by the related Servicer on or before the
Cut-Off Date.

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

Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then-outstanding indebtedness under the Mortgage Loan, or any reduction
in the amount of principal to be paid in connection with any scheduled Monthly
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from a proceeding under the Bankruptcy Code.

Definitive Certificates: As defined in Section 5.01(b).

Denomination: The amount, if any, specified on the face of each
Certificate representing the principal portion of the Cut-Off Date Aggregate
Principal Balance evidenced by such Certificate.

Depositor: Wells Fargo Asset Securities Corporation, or its
successor in interest.

Determination Date: The 17th day of the month in which the related
Distribution Date occurs, or if such 17th day is not a Business Day, the
Business Day preceding such 17th day.

Discount Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate of less than 6.000%.

Distribution Date: The 25th day of any month, beginning in the month
following the month of initial issuance of the Certificates, or if such 25th day
is not a Business Day, the Business Day following such 25th day.

Distribution Date Statement: As defined in Section 4.04(a).

Document Transfer Date: The 60th day following the occurrence of a
Document Transfer Event.

Document Transfer Event: The occurrence of either of the following:
(i) Wells Fargo Bank is no longer the Servicer of any of the Mortgage Loans or
(ii) the senior, unsecured long-term debt rating of Wells Fargo & Company is
less than "BBB-" by Fitch.

Due Date: With respect to any Mortgage Loan, the day of the month in
which the Monthly Payment on such Mortgage Loan is scheduled to be paid.

Eligible Account: One or more accounts (i) that are maintained with
a depository institution (which may be the Master Servicer) whose long-term debt
obligations (or, in the case of a depository institution which is part of a
holding company structure, the long-term debt obligations of such parent holding
company) at the time of deposit therein are rated at least "AA" (or the
equivalent) by each Rating Agency, (ii) the deposits in which are fully insured
by the FDIC through either the Bank Insurance Fund or the Savings Association
Insurance Fund, (iii) the deposits in which are insured by the FDIC through
either the Bank Insurance Fund or the Savings Association Insurance Fund (to the
limit established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured, as evidenced by an Opinion of Counsel delivered to the
Trustee, such that the Trustee, on behalf of the Certificateholders has a claim
with respect to the funds in such accounts or a perfected first security
interest against any collateral securing such funds that is superior to claims
of any other depositors or creditors of the depository institution with which
such accounts are maintained, (iv) that are trust accounts maintained with the
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity or (v) such other account that is
acceptable to each of the Rating Agencies and would not cause the Trust Estate
to fail to qualify as a REMIC or result in the imposition of any federal tax on
the REMIC.

Eligible Investments: At any time, any one or more of the following
obligations and securities which shall mature not later than the Business Day
preceding the Distribution Date next succeeding the date of such investment,
provided that such investments continue to qualify as "cash flow investments" as
defined in Code Section 860G(a)(6):

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

(ii) general obligations of or obligations guaranteed by any state
of the United States of America or the District of Columbia receiving the
highest short-term or highest long-term rating of each Rating Agency, or
such lower rating as would not result in the downgrading or withdrawal of
the rating then assigned to any of the Certificates by any Rating Agency
or result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by any Rating Agency;

(iii) commercial or finance company paper which is then rated in the
highest long-term commercial or finance company paper rating category of
each Rating Agency or the highest short-term rating category of each
Rating Agency, or such lower rating category as would not result in the
downgrading or withdrawal of the rating then assigned to any of the
Certificates by any Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by any Rating Agency;

(iv) certificates of deposit, demand or time deposits, federal funds
or banker's 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 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 debt obligations of such holding company) are then
rated in the highest short-term or the highest long-term rating category
for such securities of each of the Rating Agencies, or such lower rating
categories as would not result in the downgrading or withdrawal of the
rating then assigned to any of the Certificates by any Rating Agency or
result in any of such rated Certificates being placed on credit review
status (other than for possible upgrading) by any Rating Agency;

(v) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation acceptable to each Rating Agency at the time
of the issuance of such agreements;

(vi) repurchase agreements on obligations with respect to any
security described in clauses (i) or (ii) above or any other security
issued or guaranteed by an agency or instrumentality of the United States
of America, in either case entered into with a depository institution or
trust company (acting as principal) described in (iv) above;

(vii) securities (other than stripped bonds or stripped coupon
securities) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or
any state thereof which, at the time of such investment or contractual
commitment providing for such investment, are then rated in the highest
short-term or the highest long-term rating category by each Rating Agency,
or in such lower rating category as would not result in the downgrading or
withdrawal of the rating then assigned to any of the Certificates by any
Rating Agency or result in any of such rated Certificates being placed on
credit review status (other than for possible upgrading) by any Rating
Agency;

(viii) such other investments acceptable to each Rating Agency as
would not result in the downgrading of the rating then assigned to the
Certificates by any Rating Agency or result in any of such rated
Certificates being placed on credit review status (other than for possible
upgrading) by any Rating Agency; and

(ix) any mutual fund, money market fund, common trust fund or other
pooled investment vehicle, the assets of which are limited to instruments
that otherwise would constitute Eligible Investments hereunder, including
any such fund that is managed by the Trustee or Master Servicer or any
affiliate of the Trustee or Master Servicer or for which the Trustee or
Master Servicer or any of its affiliates acts as an adviser as long as
such fund is rated in at least the highest rating category by each Rating
Agency rating such fund.

In no event shall an instrument be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument and
the interest and principal payments with respect to such instrument provide a
yield to maturity at the date of investment of greater than 120% of the yield to
maturity at par of such underlying obligations.

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

ERISA Prohibited Holder: As defined in Section 5.02(d).

Errors and Omissions Policy: As defined in each of the Servicing
Agreements.

Event of Default: Any of the events specified in Section 7.01.

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

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

Fidelity Bond: As defined in each of the Servicing Agreements.

Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates is made pursuant to Section 9.01.

Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Class A Certificates and Class B Certificates is May 25, 2037,
which corresponds to the "latest possible maturity date" for purposes of Section
860G(a)(1) of the Internal Revenue Code of 1986, as amended.

Fitch: Fitch Ratings, or its successor in interest.

Fixed Retained Yield: The fixed percentage of interest on each
Mortgage Loan with a Mortgage Interest Rate greater than the sum of (a) 6.000%,
(b) the applicable Servicing Fee Rate and (c) the Master Servicing Fee Rate,
which will be determined on a loan by loan basis and will equal the Mortgage
Interest Rate on each Mortgage Loan minus the sum of the rates described in
clauses (a), (b) and (c), which is not assigned to and not part of the Trust
Estate.

Fixed Retained Yield Rate: With respect to each Mortgage Loan, a per
annum rate equal to the greater of (a) zero and (b) the Mortgage Interest Rate
on such Mortgage Loan minus, the sum of (a) 6.000%, (b) the applicable Servicing
Fee Rate and (c) the Master Servicing Fee Rate.

Form 8-K: A Current Report on Form 8-K under the Exchange Act.

Form 8-K Disclosure Information: As defined in Section 3.12(c).

Form 10-D: An Asset-Backed Issuer Distribution Report on Form 10-D
under the Exchange Act.

Form 10-K: An Annual Report on Form 10-K under the Exchange Act.

Form 15: A Form 15 Suspension Notification under the Exchange Act.

Full Unscheduled Principal Receipt: Any Unscheduled Principal
Receipt with respect to a Mortgage Loan (i) in the amount of the outstanding
principal balance of such Mortgage Loan and resulting in the full satisfaction
of such Mortgage Loan or (ii) representing Liquidation Proceeds other than
Partial Liquidation Proceeds.

Holder: See "Certificateholder."

Independent: When used with respect to any specified Person, such
Person who (i) is in fact independent of the Depositor, the Master Servicer and
any Servicer, (ii) does not have any direct financial interest or any material
indirect financial interest in the Depositor or the Master Servicer or any
Servicer or in an affiliate of either and (iii) is not connected with the
Depositor, the Master Servicer or any Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.

Insurance Policy: Any insurance or performance bond relating to a
Mortgage Loan or the Mortgage Loans, including any hazard insurance, special
hazard insurance, flood insurance, primary mortgage insurance, mortgagor
bankruptcy bond or title insurance.

Insurance Proceeds: Proceeds paid by any insurer pursuant to any
Insurance Policy covering a Mortgage Loan.

Insured Expenses: Expenses covered by any Insurance Policy covering
a Mortgage Loan.

Interest Accrual Amount: As to any Distribution Date and any Class
of Class A Certificates (other than the Class A-PO Certificates), (i) the
product of (a) 1/12th of the Class A Pass-Through Rate for such Class and (b)
the Principal Balance of such Class as of the Determination Date immediately
preceding such Distribution Date minus (ii) the sum of (A) the Class A Interest
Percentage of such Class of the interest portion of any Realized Losses on the
Mortgage Loans on or after the Subordination Depletion Date pursuant to Section
4.02(c) and (B) the Class A Interest Percentage of such Class of any
Non-Supported Interest Shortfall or Relief Act Shortfall allocated to the Class
A Certificates with respect to such Distribution Date. The Class A-PO
Certificates have no Interest Accrual Amount.

As to any Distribution Date and any Class of Class B Certificates,
an amount equal to (i) the product of 1/12th of the Class B Pass-Through Rate
and the Principal Balance of such Class as of the Determination Date preceding
such Distribution Date minus (ii) the Class B Interest Percentage of such Class
of the sum of any Non-Supported Interest Shortfall and any Relief Act Shortfall
allocated to the Class B Certificates with respect to such Distribution Date.

LIBOR: As to any Distribution Date, the arithmetic mean of the
London Interbank offered rate quotations for one month U.S. dollar deposits, as
determined by the Paying Agent on the related Rate Determination Date in
accordance with Section 4.07.

LIBOR Business Day: Any Business Day on which banks are open for
dealing in foreign currency and exchange in London, England and the City of New
York.

LIBOR Certificates: Either of the Class A-2 and Class A-3
Certificates.

Liquidated Loan: A Mortgage Loan with respect to which the related
Mortgaged Property has been acquired, liquidated or foreclosed and with respect
to which the applicable Servicer determines that all Liquidation Proceeds which
it expects to recover have been recovered.

Liquidated Loan Loss: With respect to any Distribution Date, the
aggregate of the amount of losses with respect to each Mortgage Loan which
became a Liquidated Loan during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts for such Distribution
Date, equal to the excess of (i) the unpaid principal balance of each such
Liquidated Loan, plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date as to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs, over (ii) Net Liquidation Proceeds with respect
to such Liquidated Loan.

Liquidation Expenses: Expenses incurred by a Servicer in connection
with the liquidation of any defaulted Mortgage Loan or property acquired in
respect thereof (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions and
conveyance taxes), any unreimbursed advances (including Periodic Advances)
expended by such Servicer pursuant to its Servicing Agreement or the Master
Servicer or Trustee pursuant hereto respecting the related Mortgage Loan,
including any unreimbursed advances for real property taxes or for property
restoration or preservation of the related Mortgaged Property. Liquidation
Expenses shall not include any previously incurred expenses in respect of an REO
Mortgage Loan which have been netted against related REO Proceeds.

Liquidation Proceeds: Amounts received by a Servicer (including
Insurance Proceeds) or PMI Advances made by a Servicer in connection with the
liquidation of defaulted Mortgage Loans or property acquired in respect thereof,
whether through foreclosure, sale or otherwise, including payments in connection
with such Mortgage Loans received from the Mortgagor, other than amounts
required to be paid to the Mortgagor pursuant to the terms of the applicable
Mortgage or to be applied otherwise pursuant to law.

Liquidation Profits: As to any Distribution Date and any Mortgage
Loan that became a Liquidated Loan during the Applicable Unscheduled Principal
Receipt Period with respect to Full Unscheduled Principal Receipts for such
Distribution Date, the excess, if any, of (i) Net Liquidation Proceeds in
respect of such Liquidated Loan over (ii) the unpaid principal balance of such
Liquidated Loan plus accrued interest thereon in accordance with the
amortization schedule at the time applicable thereto at the applicable Net
Mortgage Interest Rate from the Due Date to which interest was last paid with
respect thereto through the last day of the month preceding the month in which
such Distribution Date occurs.

Loan-to-Value Ratio: The ratio, expressed as a percentage, the
numerator of which is the principal balance of a particular Mortgage Loan at
origination and the denominator of which is the lesser of (x) the appraised
value of the related Mortgaged Property determined in the appraisal used by the
originator at the time of origination of such Mortgage Loan, and (y) if the
Mortgage is originated in connection with a sale of the Mortgaged Property, the
sale price for such Mortgaged Property.

Master Servicer: Wells Fargo Bank, or its successor in interest.
Initially, the Master Servicer functions shall be performed by the Corporate
Trust Services division of Wells Fargo Bank.

Master Servicer Errors and Omissions Policy: An insurance policy
covering losses caused by errors or omissions of the Master Servicer and its
personnel.

Master Servicing Fee: With respect to any Mortgage Loan and any
Distribution Date, the fee payable monthly to the Master Servicer pursuant to
Section 6.05 equal to the Master Servicing Fee Rate of the unpaid principal
balance of such Mortgage Loan.

Master Servicing Fee Rate: As set forth in Section 11.23.

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

MERS: The Mortgage Electronic Registration Systems, Inc.

MERS Mortgage Loan: Any MOM Mortgage Loan or any other Mortgage Loan
as to which MERS is (or is intended to be) the mortgagee of record and as to
which a MIN has been assigned.

Mid-Month Receipt Period: With respect to each Distribution Date,
the one month period beginning on the Determination Date (or, in the case of the
first Distribution Date, from and including the Cut-Off Date) occurring in the
calendar month preceding the month in which such Distribution Date occurs and
ending on the day preceding the Determination Date immediately preceding such
Distribution Date.

MIN: A MERS Mortgage Identification Number assigned to a Mortgage
Loan registered under MERS.

MOM: A Mortgage Loan where the related Mortgage names MERS as the
original mortgagee thereof, as to which a MIN has been assigned, and which
Mortgage has not been assigned to any other person.

Month End Interest: As defined in each Servicing Agreement.

Monthly Payment: As to any Mortgage Loan (including any REO Mortgage
Loan) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment for any Curtailments and Deficient Valuations occurring prior to such
Due Date but before any adjustment to such amortization schedule, other than for
Deficient Valuations, by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).

Moody's: Moody's Investors Service, Inc. or its successor in
interest.

Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on Mortgaged Property securing a Mortgage Note together with any
Mortgage Loan Rider, if applicable.

Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
at which interest accrues on the unpaid principal balance thereof as set forth
in the related Mortgage Note, which rate is as indicated on the Mortgage Loan
Schedule.

Mortgage Loan Purchase Agreement: The mortgage loan purchase
agreement dated as of April 27, 2007 between Wells Fargo Bank, as seller, and
the Depositor, as purchaser.

Mortgage Loan Rider: The standard Fannie Mae/Freddie Mac riders to
the Mortgage Note and/or Mortgage riders required when the Mortgaged Property is
a condominium unit or a unit in a planned unit development.

Mortgage Loan Schedule: The list delivered by the Depositor to the
Trustee, the Master Servicer and the Custodian of the Mortgage Loans transferred
to the Trustee on the Closing Date as part of the Trust Estate, which list may
be amended following the Closing Date upon conveyance of a Substitute Mortgage
Loan pursuant to Section 2.02 or 2.03 and which list shall set forth at a
minimum the following information as of the close of business on the Cut-Off
Date (or, with respect to Substitute Mortgage Loans, as of the close of business
on the day of substitution) as to each Mortgage Loan:

(i) the Mortgage Loan identifying number;

(ii) the city, state and zip code of the Mortgaged Property;

(iii) the type of property;

(iv) the Mortgage Interest Rate;

(v) the Net Mortgage Interest Rate;

(vi) the Monthly Payment;

(vii) the original number of months to maturity;

(viii) the scheduled maturity date;

(ix) the Cut-Off Date Principal Balance;

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

(xi) whether such Mortgage Loan is a Subsidy Loan;

(xii) whether such Mortgage Loan is covered by primary mortgage
insurance;

(xiii) the applicable Servicing Fee Rate;

(xiv) the Master Servicing Fee Rate;

(xv) the Fixed Retained Yield Rate, if applicable;

(xvi) in the case of any Mortgage Loan initially serviced by Wells
Fargo Bank, whether such Mortgage Loan is a Type 1 Mortgage
Loan or a Type 2 Mortgage Loan; and

(xvii) the name of the Servicer.

Such schedule may consist of multiple reports that collectively set
forth all of the information required.

Mortgage Loans: Each of the mortgage loans transferred and assigned
to the Trustee on the Closing Date pursuant to Section 2.01(a) and any mortgage
loans substituted therefor pursuant to Section 2.02 or 2.03, in each case as
from time to time are included in the Trust Estate as identified in the Mortgage
Loan Schedule.

Mortgage Note: The note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan together with any related
Mortgage Loan Riders, if applicable.

Mortgaged Property: The property subject to a Mortgage, which may
include Co-op Shares or residential long-term leases.

Mortgagor: The obligor on a Mortgage Note.

Net Liquidation Proceeds: As to any defaulted Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

Net Mortgage Interest Rate: With respect to each Mortgage Loan, a
rate equal to (i) the Mortgage Interest Rate on such Mortgage Loan minus (ii)
the sum of (a) the applicable Servicing Fee Rate, as set forth in Section 11.22
with respect to such Mortgage Loan, (b) the Master Servicing Fee Rate, as set
forth in Section 11.23 with respect to such Mortgage Loan and (c) the Fixed
Retained Yield Rate, if any, with respect to such Mortgage Loan. Any regular
monthly computation of interest at such rate shall be based upon annual interest
at such rate on the applicable amount divided by twelve.

Net REO Proceeds: As to any REO Mortgage Loan, REO Proceeds net of
any related expenses of the applicable Servicer.

Non-permitted Foreign Holder: As defined in Section 5.02(d).

Non-PO Fraction: With respect to any Mortgage Loan, the lesser of
(i) 1.00 and (ii) the quotient obtained by dividing the Net Mortgage Interest
Rate for such Mortgage Loan by 6.000%.

Non-PO Recovery: As to any Distribution Date, the amount of all
Recoveries received during the Applicable Unscheduled Principal Receipt Periods
for such Distribution Date less the Class A-PO Recovery for such Distribution
Date.

Nonrecoverable Advance: Any portion of a Periodic Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed to the applicable Servicer, the Master Servicer or the
Trustee, as the case may be, and which the applicable Servicer, the Master
Servicer or the Trustee determines will not, or in the case of a proposed
Periodic Advance would not, be ultimately recoverable from Liquidation Proceeds
or other recoveries in respect of the related Mortgage Loan. The determination
by the applicable Servicer, the Master Servicer or the Trustee (i) that it has
made a Nonrecoverable Advance or (ii) that any proposed Periodic Advance, if
made, would constitute a Nonrecoverable Advance, shall be evidenced by an
Officer's Certificate of such Servicer delivered to the Master Servicer for
redelivery to the Trustee or, in the case of a Master Servicer determination, an
Officer's Certificate of the Master Servicer delivered to the Trustee, in each
case detailing the reasons for such determination.

Non-Supported Interest Shortfall: With respect to any Distribution
Date, the sum of (i) the excess, if any, of the aggregate Prepayment Interest
Shortfall on the Mortgage Loans over the aggregate Compensating Interest with
respect to such Distribution Date and (ii) Curtailment Interest Shortfalls with
respect to such Distribution Date. With respect to each Distribution Date
occurring on or after the Subordination Depletion Date, the Non-Supported
Interest Shortfall determined pursuant to the preceding sentence will be
increased by the amount of any Subordination Depletion Date Interest Shortfall
for such Distribution Date. Any Non-Supported Interest Shortfall will be
allocated to (a) the Class A Certificates (other than the Class A-PO
Certificates) according to the percentage obtained by dividing the Class A
Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and (b) the
Class B Certificates according to the percentage obtained by dividing the Class
B Principal Balance by the Aggregate Non-PO Principal Balance.

Non-U.S. Person: As defined in Section 4.01(f).

NYCEMA: A New York Consolidation, Extension and Modification
Agreement.

Officer's Certificate: With respect to any Person, a certificate
signed by the Chairman of the Board, the President or a Vice President, and by
the Treasurer, the Secretary or one of the Assistant Treasurers, Assistant
Secretaries or any other duly authorized officer of such Person (or, in the case
of a Person which is not a corporation, signed by the person or persons having
like responsibilities).

Opinion of Counsel: A written opinion of counsel, who may be outside
or salaried counsel for the Depositor, a Servicer or the Master Servicer, or any
affiliate of the Depositor, a Servicer or the Master Servicer, acceptable to the
Trustee if such opinion is to be delivered to the Trustee; provided, however,
that with respect to REMIC matters, matters relating to the determination of
Eligible Accounts or matters relating to transfers of Certificates, such counsel
shall be Independent.

Optimal Adjustment Event: With respect to any Class of Class B
Certificates and any Distribution Date, an Optimal Adjustment Event will occur
with respect to such Class if: (i) the Principal Balance of such Class on the
Determination Date succeeding such Distribution Date would have been reduced to
zero (regardless of whether such Principal Balance was reduced to zero as a
result of principal distribution or the allocation of Realized Losses) and (ii)
(a) the Principal Balance of any Class of Class A Non-PO Certificates would be
subject to further reduction as a result of the third sentence of the definition
of Principal Balance or (b) the Principal Balance of a Class of Class B
Certificates with a lower numerical designation would be reduced with respect to
such Distribution Date as a result of the application of the proviso in the
definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class
B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance
or Class B-6 Principal Balance.

Original Aggregate Non-PO Principal Balance: The Aggregate Non-PO
Principal Balance as of the Cut-Off Date, as set forth in Section 11.05.

Original Class A Percentage: The Class A Percentage as of the
Cut-Off Date as set forth in Section 11.03.

Original Class B Principal Balance: The sum of the Original Class
B-1 Principal Balance, the Original Class B-2 Principal Balance, the Original
Class B-3 Principal Balance, the Original Class B-4 Principal Balance, the
Original Class B-5 Principal Balance and the Original Class B-6 Principal
Balance, as set forth in Section 11.06.

Original Class B-1 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-2
Principal Balance, the Original Class B-3 Principal Balance, the Original Class
B-4 Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-1 Fractional Interest is specified in Section 11.08.

Original Class B-2 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-3
Principal Balance, the Original Class B-4 Principal Balance, the Original Class
B-5 Principal Balance and the Original Class B-6 Principal Balance by the
Original Aggregate Non-PO Principal Balance. The Original Class B-2 Fractional
Interest is specified in Section 11.09.

Original Class B-3 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-4
Principal Balance, the Original Class B-5 Principal Balance and the Original
Class B-6 Principal Balance by the Original Aggregate Non-PO Principal Balance.
The Original Class B-3 Fractional Interest is specified in Section 11.10.

Original Class B-4 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the sum of the Original Class B-5
Principal Balance and the Original Class B-6 Principal Balance by the Original
Aggregate Non-PO Principal Balance. The Original Class B-4 Fractional Interest
is specified in Section 11.11.

Original Class B-5 Fractional Interest: As to the first Distribution
Date, the percentage obtained by dividing the Original Class B-6 Principal
Balance by the Original Aggregate Non-PO Principal Balance. The Original Class
B-5 Fractional Interest is specified in Section 11.12.

Original Class B-1 Percentage: The Class B-1 Percentage as of the
Cut-Off Date, as set forth in Section 11.13.

Original Class B-2 Percentage: The Class B-2 Percentage as of the
Cut-Off Date, as set forth in Section 11.14.

Original Class B-3 Percentage: The Class B-3 Percentage as of the
Cut-Off Date, as set forth in Section 11.15.

Original Class B-4 Percentage: The Class B-4 Percentage as of the
Cut-Off Date, as set forth in Section 11.16.

Original Class B-5 Percentage: The Class B-5 Percentage as of the
Cut-Off Date, as set forth in Section 11.17.

Original Class B-6 Percentage: The Class B-6 Percentage as of the
Cut-Off Date, as set forth in Section 11.18.

Original Class B-1 Principal Balance: The Class B-1 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Class B-2 Principal Balance: The Class B-2 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Class B-3 Principal Balance: The Class B-3 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Class B-4 Principal Balance: The Class B-4 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Class B-5 Principal Balance: The Class B-5 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Class B-6 Principal Balance: The Class B-6 Principal
Balance as of the Cut-Off Date, as set forth in Section 11.07.

Original Principal Balance: Any of the Original Principal Balances
of the Classes of Class A Certificates as set forth in Section 11.04; the
Original Class B-1 Principal Balance, Original Class B-2 Principal Balance,
Original Class B-3 Principal Balance, Original Class B-4 Principal Balance,
Original Class B-5 Principal Balance or Original Class B-6 Principal Balance as
set forth in Section 11.07.

Other Servicer: Any of the Servicers other than Wells Fargo Bank.

Other Servicer Mortgage Loan: Any of the Mortgage Loans, if any,
identified on the Mortgage Loan Schedule as serviced by an Other Servicer, as
such Mortgage Loan Schedule may be amended from time to time in connection with
a substitution pursuant to Section 2.02 or 2.03, which Mortgage Loan is serviced
under an Other Servicing Agreement.

Other Servicing Agreements: The Servicing Agreements other than the
Wells Fargo Bank Servicing Agreement.

Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
(including an REO Mortgage Loan) which was not the subject of a Full Unscheduled
Principal Receipt prior to such Due Date and which was not repurchased by the
Depositor prior to such Due Date pursuant to Section 2.02, 2.03 or 3.08.

Owner Mortgage Loan File: A file maintained by the Custodian for
each Mortgage Loan that contains the documents specified in Section 2.01(a) and
any additional documents required to be added to the Owner Mortgage Loan File
pursuant to this Agreement.

Partial Liquidation Proceeds: Liquidation Proceeds received by a
Servicer prior to the Unscheduled Principal Receipt Period in which the related
Mortgage Loan became a Liquidated Loan.

Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.

Paying Agent: The Person authorized to make distributions to
Certificateholders with respect to the Certificates and to forward to
Certificateholders the periodic and annual statements required by Section 4.04.
The Paying Agent may be the Trustee. The initial Paying Agent is appointed in
Section 4.03(b).

Paying Agent Agreement: As defined in Section 4.03(b).

Payment Account: The account maintained pursuant to Section 4.03(a).

Percentage Interest: With respect to a Class A Certificate of a
Class, the undivided percentage interest obtained by dividing the original
principal balance of such Certificate by the Original Principal Balance of such
Class of Class A Certificates. With respect to a Class B Certificate of a Class,
the undivided percentage interest obtained by dividing the original principal
balance of such Certificate by the Original Principal Balance of such Class of
Class B Certificates.

Periodic Advance: The aggregate of the advances required to be made
by a Servicer on any Remittance Date pursuant to its Servicing Agreement or by
the Master Servicer or the Trustee hereunder on any Distribution Date, the
amount of any such advances being equal to the total of all Monthly Payments
(adjusted, in each case (i) in respect of interest, to the applicable Mortgage
Interest Rate less the applicable Servicing Fee in the case of Periodic Advances
made by a Servicer and to the applicable Net Mortgage Interest Rate in the case
of Periodic Advances made by the Master Servicer or Trustee and (ii) by the
amount of any related Debt Service Reductions or reductions in the amount of
interest collectable from the Mortgagor pursuant to the Servicemembers Civil
Relief Act, as it may be amended from time to time, or similar legislation or
regulations then in effect) on the Mortgage Loans, that (x) were delinquent as
of the close of business on the related Determination Date, (y) were not the
subject of a previous Periodic Advance by such Servicer or of a Periodic Advance
by the Master Servicer or the Trustee, as the case may be and (z) have not been
determined by the Master Servicer, such Servicer or Trustee to be Nonrecoverable
Advances. For purposes of the preceding sentence, the Monthly Payment on each
Balloon Loan with a delinquent Balloon Payment is equal to the assumed monthly
payment that would have been due on the related Due Date based on the original
principal amortization schedule for such Balloon Loan.

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

Plan: As defined in Section 5.02(c).

PMI Advance: As defined in the related Servicing Agreement, if
applicable.

PO Fraction: With respect to any Discount Mortgage Loan, the
difference between 1.0 and the Non-PO Fraction for such Mortgage Loan; with
respect to any other Mortgage Loan, zero.

Pool Balance (Non-PO Portion): As of any Distribution Date, the sum
of the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of
the product of (i) the Non-PO Fraction for such Mortgage Loan and (ii) the
Scheduled Principal Balance of such Mortgage Loan.

Pool Balance (PO Portion): As of any Distribution Date, the sum of
the amounts for each Mortgage Loan that is an Outstanding Mortgage Loan of the
product of (i) the PO Fraction for such Mortgage Loan and (ii) the Scheduled
Principal Balance of such Mortgage Loan.

Pool Distribution Amount: As of any Distribution Date, the funds
eligible for distribution to the Class A Certificates and Class B Certificates
on such Distribution Date, which shall be the sum of (i) all previously
undistributed payments or other receipts on account of principal and interest on
or in respect of the Mortgage Loans (including, without limitation, the proceeds
of any repurchase of a Mortgage Loan by the Depositor and any Substitution
Principal Amount) received by the Master Servicer with respect to the applicable
Remittance Date in the month of such Distribution Date and any Unscheduled
Principal Receipts received by the Master Servicer on or prior to the Business
Day preceding such Distribution Date, (ii) all Periodic Advances made by a
Servicer pursuant to the related Servicing Agreement or Periodic Advances made
by the Master Servicer or the Trustee pursuant to Section 3.03, (iii) any
remaining Reimbursement Amount as provided in Section 4.01(a) and (iv) all other
amounts (including any Insurance Proceeds and Compensating Interest) required to
be placed in the Certificate Account by the Servicers on or before the
applicable Remittance Date or by the Master Servicer or the Trustee on or prior
to the Distribution Date, but excluding the following:

(a) amounts received as late payments of principal or interest and
respecting which the Master Servicer or the Trustee has made one or more
unreimbursed Periodic Advances;

(b) the portion of Liquidation Proceeds used to reimburse any
unreimbursed Periodic Advances by the Master Servicer or the Trustee;

(c) that portion of each payment of interest on a particular
Mortgage Loan which represents (i) the Fixed Retained Yield, if any, (ii)
the applicable Servicing Fee and (iii) the Master Servicing Fee;

(d) all amounts representing scheduled payments of principal and
interest due after the Due Date occurring in the month in which such
Distribution Date occurs;

(e) all Unscheduled Principal Receipts received by the Servicers
after the Applicable Unscheduled Principal Receipt Period relating to the
Distribution Date for the applicable type of Unscheduled Principal
Receipt, and all related payments of interest on such amounts;

(f) all repurchase proceeds with respect to Mortgage Loans
repurchased by the Depositor pursuant to Section 2.02, 2.03 or 3.08 on or
following the Determination Date in the month in which such Distribution
Date occurs and the Substitution Principal Amounts with respect to any
Mortgage Loans for which Mortgage Loans were substituted on or following
the Determination Date in the month in which such Distribution Date
occurs;

(g) that portion of Liquidation Proceeds and REO Proceeds which
represents any unpaid Servicing Fee or Master Servicing Fee;

(h) all income from Eligible Investments that is held in the
Certificate Account for the account of the Master Servicer;

(i) Liquidation Profits;

(j) Month End Interest;

(k) all amounts reimbursable to a Servicer for PMI Advances; and

(l) all other amounts permitted to be withdrawn from the Certificate
Account, to the extent not covered by clauses (a) through (k) above, or
not required to be deposited in the Certificate Account under this
Agreement.

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

Premium Mortgage Loan: A Mortgage Loan with a Net Mortgage Interest
Rate equal to or greater than 6.000%.

Prepayment In Full: With respect to any Mortgage Loan, a Mortgagor
payment consisting of a Principal Prepayment in the amount of the outstanding
principal balance of such loan and resulting in the full satisfaction of such
obligation.

Prepayment Interest Shortfall: On any Distribution Date, the amount
of interest, if any, that would have accrued on any Mortgage Loan which was the
subject of a Prepayment in Full at the Net Mortgage Interest Rate for such
Mortgage Loan from the date of its Prepayment in Full (but in the case of a
Prepayment in Full where the Applicable Unscheduled Principal Receipt Period is
the Mid-Month Receipt Period, only if the date of the Prepayment in Full is on
or after the Determination Date in the month prior to the month of such
Distribution Date and prior to the first day of the month of such Distribution
Date) through the last day of the month prior to the month of such Distribution
Date.

Prepayment Shift Percentage: As to any Distribution Date, the
percentage indicated below:

Prepayment
Shift
Distribution Date Occurring In Percentage
-------------------------------- -----------
May 2007 through April 2012................................... 0%
May 2012 through April 2013.................................... 30%
May 2013 through April 2014.................................... 40%
May 2014 through April 2015.................................... 60%
May 2015 through April 2016.................................... 80%
May 2016 and thereafter........................................ 100%

Principal Adjustment: In the event that the Class B-1 Optimal
Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal
Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal
Principal Amount or Class B-6 Optimal Principal Amount is calculated in
accordance with the proviso in such definition with respect to any Distribution
Date, the Principal Adjustment for such Class of Class B Certificates shall
equal the difference between (i) the amount that would have been distributed to
such Class as principal in accordance with Section 4.01(a) for such Distribution
Date, calculated without regard to such proviso and assuming there are no
Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal
Balance for such Class.

Principal Balance: As of the first Determination Date and as to any
Class of Class A Certificates, the Original Principal Balance of such Class. As
of any subsequent Determination Date prior to the Subordination Depletion Date
and as to any Class of Class A Certificates (other than the Class A-PO
Certificates), the Original Principal Balance of such Class less the sum of all
amounts previously distributed in respect of such Class on prior Distribution
Dates (i) pursuant to Paragraph third clause (1) of Section 4.01(a) and (ii) as
a result of a Principal Adjustment. After the Subordination Depletion Date, each
such Principal Balance of a Class of Class A Certificates (other than the Class
A-PO Certificates) will also be reduced (if clause (a) is greater than clause
(b)) or increased (if clause (a) is less than clause (b)) on each Determination
Date by an amount equal to the product of the Class A Loss Percentage of such
Class and the difference, if any, between (a) the Class A Non-PO Principal
Balance as of such Determination Date without regard to this sentence and (b)
the Adjusted Pool Amount (Non-PO Portion) for the preceding Distribution Date;
provided, however, that the amount of any such reduction for the Class A-4
Certificates will be decreased by the Class A-5 Loss Allocation Amount. After
the Subordination Depletion Date, the Principal Balance for the Class A-5
Certificates will additionally be reduced by the Class A-5 Loss Allocation
Amount. In addition, any increase allocated to the Class A-4 Certificates
pursuant to the third sentence above will instead increase the Principal Balance
of the Class A-5 Certificates. Notwithstanding the foregoing, on any
Distribution Date in which the Class A-4 Loss Amount exceeds the Principal
Balance of the Class A-5 Certificates prior to any reduction for the Class A-5
Loss Allocation Amount, such excess will be allocated, in reduction of the
Principal Balance of the Class A-4 Certificates.

As of any subsequent Determination Date and as to the Class A-PO
Certificates, the Original Principal Balance of such Class less the sum of all
amounts previously distributed in respect of the Class A-PO Certificates on
prior Distribution Dates pursuant to Paragraph third clause (2) of Section
4.01(a). The Principal Balance of the Class A-PO Certificates will also be
reduced (if clause (x) is greater than clause (y)) or increased (if clause (x)
is less than clause (y)) on each Determination Date by the difference, if any,
between (x) the Principal Balance of the Class A-PO Certificates as of such
Determination Date without regard to this sentence and (y) the Adjusted Pool
Amount (PO Portion) for the preceding Distribution Date.

As to the Class B Certificates, the Class B-1 Principal Balance,
Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal
Balance, Class B-5 Principal Balance and Class B-6 Principal Balance,
respectively.

Notwithstanding the foregoing, no Principal Balance of a Class will
be increased on any Determination Date such that the Principal Balance of such
Class exceeds its Original Principal Balance less all amounts previously
distributed in respect of such Class on prior Distribution Dates pursuant to
Paragraph third clause (1) of Section 4.01(a), Paragraph third clause (2) of
Section 4.01(a), or Paragraphs seventh, tenth, thirteenth, sixteenth, nineteenth
or twenty-second of Section 4.01(a).

Principal Prepayment: Any Mortgagor payment on a Mortgage Loan which
is received in advance of its Due Date and is not accompanied by an amount
representing scheduled interest for any period subsequent to the date of
prepayment.

Prior Month Receipt Period: With respect to each Distribution Date,
the calendar month preceding the month in which such Distribution Date occurs.

Priority Amount: For any Distribution Date means the product of (i)
the Priority Percentage, (ii) the Shift Percentage and (iii) the sum of the
Scheduled Principal Amount and the Unscheduled Principal Amount.

Priority Percentage: The sum of the Principal Balances of the Class
A-4 and Class A-5 Certificates divided by the Aggregate Non-PO Principal
Balance.

Prohibited Transaction Tax: Any tax imposed under Section 860F of
the Code.

Prospectus: The prospectus dated April 25, 2007 as supplemented by
the prospectus supplement dated April 25, 2007, relating to the Class A, Class
B-1, Class B-2 and Class B-3 Certificates.

Prudent Servicing Practices: The standard of care set forth in each
Servicing Agreement.

Rate Determination Date: As to any Distribution Date and any Class
of LIBOR Certificates, the second LIBOR Business Day preceding the 25th day of
the month preceding the month in which such Distribution Date occurs.

Rating Agency: Any nationally recognized statistical credit rating
agency, or its successor, that rated one or more Classes of the Certificates at
the request of the Depositor at the time of the initial issuance of the
Certificates. The Rating Agencies for the Class A Certificates (other than the
Class A-R Certificate) are Fitch and Moody's. The Rating Agency for the Class
A-R Certificate is Fitch. The Rating Agency for the Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates is Fitch. If any such agency or a
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer. References herein to the highest short-term rating category of a
Rating Agency shall mean F-1+ in the case of Fitch, P-1 in the case of Moody's
and in the case of any other Rating Agency shall mean its equivalent of such
ratings. References herein to the highest long-term rating categories of a
Rating Agency shall mean AAA in the case of Fitch and Aaa in the case of
Moody's, and in the case of any other Rating Agency shall mean its equivalent of
such ratings without any plus or minus.

Realized Losses: With respect to any Distribution Date, (i)
Liquidated Loan Losses incurred on Liquidated Loans for which the Liquidation
Proceeds were received during the Applicable Unscheduled Principal Receipt
Period with respect to Full Unscheduled Principal Receipts with respect to such
Distribution Date and (ii) Bankruptcy Losses incurred during the period
corresponding to the Applicable Unscheduled Principal Receipt Period with
respect to Full Unscheduled Principal Receipts for such Distribution Date.

Record Date: For (i) the Class A-2 and Class A-3 Certificates, the
Business Day preceding the related Distribution Date and (ii) all other
Certificates, the last Business Day of the month preceding the month of the
related Distribution Date.

Recovery: Any amount received (net of any reimbursable expenses) on
a Mortgage Loan subsequent to such Mortgage Loan being determined to be a
Liquidated Loan.

Reference Banks: Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not available, the Paying Agent shall select
from one of the following banks a substitute Reference Bank: Westdeutsche
Landesbank Girozentrale, The J.P. Morgan Chase Bank or National Westminster Bank
Plc. If any of these banks are not available, the Paying Agent shall in its
discretion select another Reference Bank.

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

Reimbursement Amount: As defined in Section 2.03(c).

Relevant Servicing Criteria: The Servicing Criteria applicable to
the Master Servicer, the Trustee, the Custodian or the Servicers, as set forth
on Exhibit R attached hereto and the Servicing Criteria applicable to any
Special Servicer as set forth in the applicable Special Servicing Agreement. 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 Trustee, the Custodian, the Special Servicer
(if applicable) or a Servicer, the term "Relevant Servicing Criteria" refers to
the portion of the Relevant Servicing Criteria applicable to the party engaging
such Servicing Function Participant insofar as the functions required to be
performed by such party are to be performed by the Servicing Function
Participant.

Relief Act Shortfall: Any interest shortfalls arising as a result of
the reduction in the amount of monthly interest payments on any Mortgage Loans
as a result of the application of the Servicemembers Civil Relief Act, as it may
be amended from time to time, or comparable state legislation. Any Relief Act
Shortfall will be allocated to (a) the Class A Certificates (other than the
Class A-PO Certificates) according to the percentage obtained by dividing the
Class A Non-PO Principal Balance by the Aggregate Non-PO Principal Balance and
(b) the Class B Certificates according to the percentage obtained by dividing
the Class B Principal Balance by the Aggregate Non-PO Principal Balance.

REMIC: A "real estate mortgage investment conduit" as defined in
Code Section 860D. "The REMIC" means the REMIC constituted by the Trust Estate.

REMIC Provisions: Provisions of the federal income tax law relating
to REMICs, which appear at Sections 860A through 860G of Part IV of Subchapter M
of Chapter 1 of Subtitle A of the Code, and related provisions, and U.S.
Department of the Treasury temporary, proposed or final regulations promulgated
thereunder, as the foregoing are in effect (or with respect to proposed
regulations, are proposed to be in effect) from time to time.

Remittance Date: As defined in each of the Servicing Agreements.

REO Mortgage Loan: Any Mortgage Loan which is not a Liquidated Loan
and as to which the indebtedness evidenced by the related Mortgage Note is
discharged and the related Mortgaged Property is held as part of the Trust
Estate.

REO Proceeds: Proceeds received in respect of any REO Mortgage Loan
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).

Reportable Event: As defined in Section 3.12(c).

Repurchase Price: With respect to any Mortgage Loan repurchased
pursuant to Section 2.02, 2.03 or 3.08 hereof, the sum of (a) 100% of the unpaid
principal balance of such Mortgage Loan plus (b) accrued interest at the
Mortgage Interest Rate less any Fixed Retained Yield, through the last day of
the month in which such repurchase takes place.

Request for Release: A request for release (which may be in
electronic form) in substantially the form attached as Exhibit G hereto.

Residual Certificate: The Class A-R Certificate.

Responsible Officer: When used with respect to the Trustee, the
Master Servicer, the Custodian, the Paying Agent or the Authenticating Agent,
any officer of the Corporate Trust Department of the Trustee, the Master
Servicer, the Custodian, the Paying Agent or the Authenticating Agent having
direct responsibility for the administration of this Agreement, including any
Senior Vice President, any Vice President, any Assistant Vice President, any
Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other
employee of the Trustee, the Master Servicer, the Custodian, the Paying Agent or
the Authenticating Agent customarily performing functions similar to those
performed by any of the above-designated officers. When used with respect to a
Servicer, a Servicing Officer.

Retained Mortgage Loan File: A file maintained by Wells Fargo Bank
prior to any Document Transfer Date for each Mortgage Loan that contains the
documents specified in Section 2.01(b) and any additional documents required to
be added to the Retained Mortgage Loan File pursuant to this Agreement.

Rule 144A: Rule 144A promulgated under the 1933 Act.

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

Sarbanes-Oxley Certification: As defined in Section 3.12(b).

Scheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(i) and Iy(iv) of the definition of Class A Non-PO
Optimal Principal Amount but without such amounts being multiplied by the Class
A Percentage.

Scheduled Principal Balance: As to any Mortgage Loan and
Distribution Date, the principal balance of such Mortgage Loan as of the Due
Date in the month preceding the month of such Distribution Date as specified in
the amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy (other than Deficient
Valuations) or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to (A) Unscheduled Principal Receipts received or
applied by the applicable Servicer during the related Unscheduled Principal
Receipt Period for each applicable type of Unscheduled Principal Receipt related
to the Distribution Date occurring in the month preceding such Distribution
Date, (B) Deficient Valuations incurred prior to such Due Date and (C) the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor. Accordingly, the Scheduled Principal Balance
of a Mortgage Loan which becomes a Liquidated Loan at any time through the last
day of such related Unscheduled Principal Receipt Period shall be zero.

Servicer Mortgage Loan File: As defined in each of the Servicing
Agreements.

Servicers: Wells Fargo Bank, as a Servicer under the related
Servicing Agreement. Initially the servicing functions performed by Wells Fargo
Bank shall be performed by the Wells Fargo Home Mortgage division of Wells Fargo
Bank.

Servicing Agreements: Each of the Servicing Agreements executed with
respect to a portion of the Mortgage Loans by one of the Servicers, which
agreements are attached hereto, collectively, as Exhibit L.

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

Servicing Fee: With respect to any Servicer, as defined in its
Servicing Agreement.

Servicing Fee Rate: With respect to a Mortgage Loan, as set forth in
Section 11.22.

Servicing Function Participant: Any Subservicer, Subcontractor or
any other Person, other than the Master Servicer, the Trustee, the Custodian,
the Special Servicer (if applicable) and the Servicers, that is performing
activities addressed by the Servicing Criteria.

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

Shift Percentage: As to any Distribution Date, the percentage
indicated below:

Distribution Date Occurring In Shift Percentage
------------------------------------------------------------ ------------------
May 2007 through April 2012 0%
May 2012 through April 2013 30%
May 2013 through April 2014 40%
May 2014 through April 2015 60%
May 2015 through April 2016 80%
May 2016 and thereafter 100%

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

Special Servicer: As defined in Section 3.08.

Special Servicing Agreement: As defined in Section 3.08.

Single Certificate: A Certificate of any Class that evidences the
smallest permissible Denomination for such Class, as set forth in Section 11.21.

Startup Day: As defined in Section 2.05.

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

Subordinated Percentage: As to any Distribution Date, the percentage
which is the difference between 100% and the Class A Percentage for such date.

Subordinated Prepayment Percentage: As to any Distribution Date, the
percentage which is the difference between 100% and the Class A Prepayment
Percentage for such date.

Subordination Depletion Date: The Distribution Date preceding the
first Distribution Date on which the Class A Percentage (determined pursuant to
clause (ii) of the definition thereof) equals or exceeds 100%.

Subordination Depletion Date Interest Shortfall: With respect to any
Distribution Date that occurs on or after the Subordination Depletion Date with
respect to any Unscheduled Principal Receipt (other than a Prepayment in Full or
Curtailment):

(A) in the case where the Applicable Unscheduled Principal Receipt
Period is the Mid-Month Receipt Period and such Unscheduled
Principal Receipt is received by the applicable Servicer on or
after the Determination Date in the month preceding the month
of such Distribution Date but prior to the first day of the
month of such Distribution Date, the amount of interest that
would have accrued at the Net Mortgage Interest Rate on the
amount of such Unscheduled Principal Receipt from the day of
its receipt or, if earlier, its application by such Servicer
through the last day of the month preceding the month of such
Distribution Date; and

(B) in the case where the Applicable Unscheduled Principal Receipt
Period is the Prior Month Receipt Period and such Unscheduled
Principal Receipt is received by the applicable Servicer
during the month preceding the month of such Distribution
Date, the amount of interest that would have accrued at the
Net Mortgage Interest Rate on the amount of such Unscheduled
Principal Receipt from the day of its receipt or, if earlier,
its application by such Servicer through the last day of the
month in which such Unscheduled Principal Receipt is received.

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

Subsidy Account: If the Trust Estate contains any Subsidy Loans, the
deposit account or accounts created and maintained by the applicable Servicer
for deposit of Subsidy Funds and amounts payable under interest subsidy
agreements relating to mortgage loans other than the Mortgage Loans.

Subsidy Funds: If the Trust Estate contains any Subsidy Loans, funds
contributed by the employer of a Mortgagor in order to reduce the payments
required from the Mortgagor for a specified period in specified amounts.

Subsidy Loan: Any Mortgage Loan subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Mortgagor.

Substitute Mortgage Loan: As defined in Section 2.02.

Substitution Principal Amount: With respect to any Mortgage Loan
substituted in accordance with Section 2.02 or pursuant to Section 2.03, the
excess of (x) the unpaid principal balance of the Mortgage Loan which is
substituted for over (y) the unpaid principal balance of the Substitute Mortgage
Loan, each balance being determined as of the date of substitution.

Trust: The New York common law trust created by this Agreement which
shall be entitled "Wells Fargo Mortgage Backed Securities 2007-6 Trust."

Trust Estate: The corpus of the Trust, consisting of the Mortgage
Loans (other than any Fixed Retained Yield), such amounts as may be held from
time to time in the Certificate Account (other than any Fixed Retained Yield),
the rights of the Trustee to receive the proceeds of all insurance policies and
performance bonds, if any, required to be maintained hereunder or under the
related Servicing Agreement, property which secured a Mortgage Loan and which
has been acquired by foreclosure or deed in lieu of foreclosure and all other
property and rights described in the first paragraph of Section 2.01(a).

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

Trustee Errors and Omissions Policy: An insurance policy covering
losses caused by errors or omissions of the Trustee and its personnel.

Type 1 Mortgage Loan: The Mortgage Loans, if any, identified as such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule may be amended from
time to time in connection with a substitution pursuant to Section 2.02 or 2.03,
serviced under the Wells Fargo Bank Servicing Agreement and having a Mid-Month
Receipt Period with respect to all types of Unscheduled Principal Receipts.

Type 2 Mortgage Loan: The Mortgage Loans, if any, identified as such
in the Mortgage Loan Schedule as such Mortgage Loan Schedule may be amended from
time to time in connection with a substitution pursuant to Section 2.02 or 2.03,
serviced under the Wells Fargo Bank Servicing Agreement and having a Prior Month
Receipt Period with respect to all types of Unscheduled Principal Receipts.

Unpaid Interest Shortfalls: Each of the Class A Unpaid Interest
Shortfalls, the Class B-1 Unpaid Interest Shortfall, the Class B-2 Unpaid
Interest Shortfall, the Class B-3 Unpaid Interest Shortfall, the Class B-4
Unpaid Interest Shortfall, the Class B-5 Unpaid Interest Shortfall and the Class
B-6 Unpaid Interest Shortfall.

Unscheduled Principal Amount: The sum for each outstanding Mortgage
Loan (including each defaulted Mortgage Loan with respect to which the related
Mortgaged Property has been acquired by the Trust Estate) of the product of (A)
the Non-PO Fraction for such Mortgage Loan and (B) the sum of the amounts
described in clauses Iy(ii) and Iy(iii) of the definition of Class A Non-PO
Optimal Principal Amount but without such amounts being multiplied by the Class
A Prepayment Percentage.

Unscheduled Principal Receipt: Any Principal Prepayment or other
recovery of principal on a Mortgage Loan, including, without limitation, the
principal portion of Net Liquidation Proceeds, the principal portion of Net REO
Proceeds, Recoveries and proceeds received from any condemnation award or
proceeds in lieu of condemnation other than that portion of such proceeds
released to the Mortgagor in accordance with the terms of the Mortgage or
Prudent Servicing Practices, but excluding any Liquidation Profits and proceeds
of a repurchase of a Mortgage Loan by the Depositor and any Substitution
Principal Amounts.

Unscheduled Principal Receipt Period: Either a Mid-Month Receipt
Period or a Prior Month Receipt Period.

U.S. Person: As defined in Section 4.01(f).

Voting Interest: With respect to any provisions hereof providing for
the action, consent or approval of the Holders of all Certificates evidencing
specified Voting Interests in the Trust Estate, each Class of Certificates will
be entitled to a pro rata portion of the Voting Interest equal to the ratio
obtained by dividing the Principal Balance of such Class by the Class A
Principal Balance and the Class B Principal Balance. Each Certificateholder of a
Class will have a Voting Interest equal to the product of the Voting Interest to
which such Class is collectively entitled and the Percentage Interest in such
Class represented by such Holder's Certificates. With respect to any provisions
hereof providing for action, consent or approval of each Class of Certificates
or specified Classes of Certificates, each Certificateholder of a Class will
have a Voting Interest in such Class equal to such Holder's Percentage Interest
in such Class.

Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.

Wells Fargo Bank Correspondents: The entities identified on a list
provided by Wells Fargo Bank to the Master Servicer, from which Wells Fargo Bank
purchased the Mortgage Loans.

Wells Fargo Bank Servicing Agreement: The Servicing Agreement
providing for the servicing of those Mortgage Loans that are initially serviced
by Wells Fargo Bank.

<PAGE>

Section 1.02 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee, if made in the manner provided in this
Section 1.02. The Trustee shall promptly notify the Master Servicer in writing
of the receipt of any such instrument or writing.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. When such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee and the Authenticating Agent)
shall be proved by the Certificate Register, and none of the Trustee, the
Depositor or the Master Servicer shall be affected by any notice to the
contrary.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other action of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, the
Depositor or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.

Section 1.03 Effect of Headings and Table of Contents.

The Article and Section headings in this Agreement and the Table of
Contents are for convenience of reference only and shall not affect the
interpretation or construction of this Agreement.

Section 1.04 Benefits of Agreement.

Nothing in this Agreement or in the Certificates, express or
implied, shall give to any Person, other than the parties to this Agreement and
their successors hereunder and the Holders of the Certificates any benefit or
any legal or equitable right, power, remedy or claim under this Agreement.

<PAGE>

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.

(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse all the right, title
and interest of the Depositor in and to (a) the Trust Estate, including all
interest (other than the portion, if any, representing the Fixed Retained Yield)
and principal received by the Depositor on or with respect to the Mortgage Loans
after the Cut-Off Date (and including scheduled payments of principal and
interest due after the Cut-Off Date but received by the Depositor on or before
the Cut-Off Date and Unscheduled Principal Receipts received or applied on the
Cut-Off Date, but not including payments of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date), (b) the Insurance Policies, (c)
the obligations of the Servicers under the Servicing Agreements with respect to
the Mortgage Loans, (d) the right to receive amounts, if any, payable on behalf
of any Mortgagor from the Subsidy Account relating to any Subsidy Loan and (e)
proceeds of all the foregoing. It is agreed and understood by the Depositor and
the Trustee that it is not intended that any mortgage loan be included in the
Trust Estate that is a "High-Cost Home Loan" as defined in any of (i) the New
Jersey Home Ownership Act effective November 27, 2003, (ii) the New Mexico Home
Loan Protection Act effective January 1, 2004, (iii) the Massachusetts Predatory
Home Loan Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.

In connection with such assignment, the Depositor shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the
Custodian, on or before the Closing Date the following documents or instruments
with respect to each Mortgage Loan.

(i) The original Mortgage Note either (A) endorsed in blank or (B)
endorsed as provided in Section 2.01(d), with all prior and intervening
endorsements as may be necessary to show a complete chain of endorsements
or with respect to any Mortgage Loan as to which the original Mortgage
Note has been permanently lost or destroyed and has not been replaced, a
lost note affidavit with a copy of the Mortgage Note and, in the case of
any Mortgage Loan originated in the State of New York documented by a
NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the consolidated
Mortgage Note and the consolidated Mortgage;

(ii) A recorded original assignment of the related Mortgage from
Wells Fargo Bank assigning the related Mortgage to the Trustee (which may
be assigned in blank), certified by the recording office, or, if such
assignment is in the process of being recorded, a copy of the related
Mortgage transmitted for recordation certified by an officer of Wells
Fargo Bank or applicable Wells Fargo Bank Correspondent to be a true and
correct copy of such assignment submitted for recordation; provided,
however, if recordation is not required as described below, an assignment
in recordable form (which may be assigned in blank) with respect to the
related Mortgage;

(iii) The original of each assumption agreement, modification,
written assurance or substitution agreement pertaining to such Mortgage
Note, if any; and

(iv) For each Mortgage Loan secured by Co-op Shares, the originals
of the following documents or instruments:

(a) The loan security agreement;

(b) The stock certificate;

(c) The stock power, executed in blank;

(d) The executed proprietary lease;

(e) The executed recognition agreement;

(f) The executed UCC-1 financing statement with evidence of
recording thereon; and

(g) The executed UCC-3 financing statements or other
appropriate UCC financing statements required by state
law, evidencing a complete and unbroken chain from the
mortgagee to the Trustee with evidence of recording
thereon (or in a form suitable for recordation).

(b) The Master Servicer shall promptly notify the Depositor, the
Trustee and the Custodian of the occurrence of any Document Transfer Event of
which the Master Servicer had knowledge. Following the receipt of such notice,
the Depositor shall, with respect to each Mortgage Loan, deliver, or cause to be
delivered, to the Custodian, no later than the Document Transfer Date, copies
(which may be in electronic form mutually agreed upon by the Depositor and the
Custodian) of the following additional documents or instruments with respect to
each Mortgage Loan; provided, however, that originals of such documents or
instruments shall be delivered to the Custodian if originals are required under
the law in which the related Mortgaged Property is located in order to exercise
all remedies available to the Trust under applicable law following default by
the related Mortgagor:

(i) The original recorded Mortgage with evidence of recordation
noted thereon or attached thereto, together with any addenda or riders
thereto, or a copy of such recorded Mortgage with such evidence of
recordation certified to be true and correct by the appropriate
governmental recording office; or a copy of such recorded Mortgage with
such evidence of recordation, or if the original Mortgage has been
submitted for recordation but has not been returned from the applicable
public recording office, a copy of the Mortgage certified by an officer of
Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to be a
true and correct copy of the original Mortgage submitted for recordation;

(ii) The original of each assumption agreement, modification,
written assurance or substitution agreement pertaining to such Mortgage,
if any, or, if such document is in the process of being recorded, a copy
of such document, certified by an officer of Wells Fargo Bank or the
applicable Wells Fargo Bank Correspondent of such Mortgage Loan or by the
applicable title insurance company, closing agent, settlement agent,
escrow agent or closing attorney to be a true and correct copy of such
document transmitted for recordation, if any;

(iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan,
the original assignment showing MERS as the assignee of the Mortgage, with
evidence of recording thereon or copies thereof certified by an officer of
Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to have
been submitted for recordation;

(iv) Each original recorded intervening assignment of the Mortgage
as may be necessary to show a complete chain of title from the Mortgage
Loan originator to Wells Fargo Bank or Wells Fargo Home Mortgage, Inc.,
with evidence of recordation noted thereon or attached thereto, or a copy
of such assignment with such evidence of recordation to be true and
correct by the appropriate governmental recording office, or, if any such
assignment has been submitted for recordation but has not been returned
from the applicable public recording office or is not otherwise available,
a copy of such assignment certified by an officer of Wells Fargo Bank or
the applicable Wells Fargo Bank Correspondent to be a true and correct
copy of the recorded assignment submitted for recordation; and

(v) The original policy of the title insurance or certificate of
title insurance or a written commitment to issue such a title insurance
policy or certificate of title insurance, or a copy of such title
insurance certified as true and correct by the applicable insurer or any
attorney's certificate of title with an Officer's Certificate of Wells
Fargo Bank or the applicable Wells Fargo Bank Correspondent that such
attorney's certificate of title is customarily used in lieu of a title
insurance policy in the jurisdiction in which the related mortgage
property is located.

(c) If any assignment of a Mortgage to the Trustee is in the process
of being recorded on the Closing Date, the Depositor shall use its best efforts
to cause each such original recorded document or certified copy thereof to be
delivered to the Custodian promptly following its recordation, but in no event
later than one (1) year following the Closing Date. If any Mortgage has been
recorded in the name of MERS or its designee, no assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead, the
Master Servicer shall enforce any obligation of the Servicers under the
Servicing Agreements to take all actions as are necessary to cause the Trust
Estate to be shown as the owner of the related Mortgage Loan on the records of
MERS for the purpose of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS. The Depositor shall also cause to be
delivered to the Custodian any other original mortgage loan document included in
the Owner Mortgage Loan File if a copy thereof has been delivered. The Depositor
shall pay from its own funds, without any right of reimbursement therefor, the
amount of any costs, liabilities and expenses incurred by the Trust Estate by
reason of the failure of the Depositor to cause to be delivered to the Custodian
within one (1) year following the Closing Date any assignment of a Mortgage
(except with respect to any Mortgage recorded in the name of MERS) not delivered
to the Custodian on the Closing Date.

In lieu of recording an assignment of any Mortgage the Depositor
may, deliver or cause to be delivered to the Custodian the assignment of the
Mortgage Loan to the Trustee in a form suitable for recordation, if (i) with
respect to a particular state the Trustee has received an Opinion of Counsel
acceptable to it that such recording is not required to make the assignment
effective against the parties to the Mortgage or subsequent purchasers or
encumbrances of the Mortgaged Property or (ii) the Depositor has been advised by
each Rating Agency that non-recordation in a state will not result in a
reduction of the rating assigned by that Rating Agency at the time of initial
issuance of the Certificates. Set forth on Exhibit K attached hereto is a list
of all states where recordation is required by each Rating Agency to obtain the
initial ratings of the Certificates. The Custodian may rely and shall be
protected in relying upon the information contained in such Exhibit K. In the
event that the Custodian receives notice that recording is required to protect
the right, title and interest of the Trustee in and to any such Mortgage Loan
for which recordation of an assignment has not previously been required, the
Custodian shall promptly notify the Trustee and the Custodian shall, within five
Business Days (or such other reasonable period of time mutually agreed upon by
the Custodian and the Trustee) of its receipt of such notice, deliver each
previously unrecorded assignment to the related Servicer for recordation.

(d) Except for Mortgage Notes endorsed in blank, endorsements shall
comply with the following format:

WITHOUT RECOURSE
PAY TO THE ORDER OF:
HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE under the pooling and servicing
agreement dated as of [date].
and its successors and assigns,

[Wells Fargo Bank, N.A.] or [Wells Fargo Home Mortgage, Inc.]
[Signature of Officer]
[Officer's Name and Title]

Except where assignments in blank are authorized or in the case of
any Mortgage registered in the name of MERS, assignments of any Mortgage shall
comply with the following:

HSBC BANK USA, NATIONAL ASSOCIATION, AS
TRUSTEE
and its successors and assigns

(e) Concurrently with the execution and delivery of this Agreement,
the Depositor shall deliver the Mortgage Loan Schedule to the Trustee, the
Master Servicer and the Custodian. The Depositor and the Master Servicer shall
provide a copy of the Mortgage Loan Schedule to any Certificateholders upon
written request made to it at the addresses set forth on Exhibit F, as the same
may be amended from time to time by written notice from such party to the other
parties hereto.

Section 2.02 Acceptance by Custodian.

Subject to the provisions of the following paragraph, pursuant to
the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare
that it holds and will hold the documents delivered to it pursuant to Section
2.01(a) above and the other documents constituting a part of the Owner Mortgage
Loan Files or Retained Mortgage Loan Files (after the occurrence of a Document
Transfer Event) delivered to it in trust, upon the trusts herein set forth, for
the use and benefit of all present and future Certificateholders. Upon execution
of this Agreement, the Custodian will deliver to the Depositor and the Trustee
an initial certification in the form of Exhibit N hereto, to the effect that,
except as may be specified in a list of exceptions attached thereto, it has
received the original Mortgage Notes relating to each Mortgage Loan on the
Mortgage Loan Schedule.

The Custodian will review each Owner Mortgage Loan File within 45
days after execution of this Agreement. The Custodian will deliver no later than
30 days after completion of such review to the Depositor and the Trustee a final
certification in the form of Exhibit O hereto to the effect that, except as may
be specified in a list of exceptions attached thereto, all required documents
set forth in Section 2.01(a) have been executed and received and appear regular
on their face, and that such documents relate to the Mortgage Loans identified
in the Mortgage Loan Schedule based on a comparison of the Mortgage Loan
identifying number, Mortgagor name and street address, and in so doing the
Custodian may rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon.

If there are exceptions attached to the final certification, the
Depositor shall have a period of 60 days after the date of receipt of the final
certification within which to correct or cure any such defects. The Depositor
hereby covenants and agrees that, if any material defect is not so corrected or
cured, the Depositor will, not later than 60 days after receipt of the final
certification referred to above respecting such defects, either (i) repurchase
the related Mortgage Loan or any property acquired in respect thereof from the
Trust Estate at a price equal to the Repurchase Price or (ii) if within two
years of the Startup Day, or such other period permitted by the REMIC
Provisions, substitute for any Mortgage Loan to which such material defect
relates, a new mortgage loan (a "Substitute Mortgage Loan") having such
characteristics so that the representations and warranties of the Depositor set
forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have
been incorrect had such Substitute Mortgage Loan originally been a Mortgage
Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal
balance, as of the date of substitution, greater than the Scheduled Principal
Balance (reduced by the scheduled payment of principal due on the Due Date in
the month of substitution) of the Mortgage Loan for which it is substituted. In
addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less
than or equal to and a Net Mortgage Interest Rate equal to that of the Mortgage
Loan for which it is substituted.

The Depositor shall determine the Repurchase Price or the
eligibility of any Substitute Mortgage Loan and the Trustee shall be protected
in relying on such determination.

In the case of a repurchased Mortgage Loan or property, the
Repurchase Price shall be deposited by the Depositor in the Certificate Account
maintained by the Master Servicer pursuant to Section 3.01. In the case of a
Substitute Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage
Loan File, if required pursuant to Section 2.01(b) hereof) relating thereto
shall be delivered to the Custodian and the Substitution Principal Amount (if
any), together with (i) interest on such Substitution Principal Amount at the
applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage
Loan which is being substituted for and (ii) an amount equal to the aggregate
amount of unreimbursed Periodic Advances in respect of interest previously made
by the applicable Servicer, the Master Servicer or the Trustee with respect to
such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly
Payment on the Substitute Mortgage Loan for the Due Date in the month of
substitution shall not be part of the Trust Estate. Upon receipt by the
Custodian of a Request for Release signed by an officer of the Depositor, the
Custodian shall release to the Depositor the Owner Mortgage Loan File (and
Retained Mortgage Loan File, if applicable) of the Mortgage Loan being removed.
The Trustee shall execute and deliver such instrument of transfer or assignment
(or, in the case of a Mortgage Loan registered in the name of MERS or its
designee, the Master Servicer shall enforce the obligation of the applicable
Servicer under the related Servicing Agreement to take all necessary action to
reflect such assignment on the records of MERS), in each case without recourse,
as shall be necessary to vest in the Depositor legal and beneficial ownership of
such substituted or repurchased Mortgage Loan or property. It is understood and
agreed that the obligation of the Depositor to substitute a new Mortgage Loan
for or repurchase any Mortgage Loan or property as to which such a material
defect in a constituent document exists shall constitute the sole remedy
respecting such defect available to the Certificateholders or the Trustee on
behalf of the Certificateholders. The failure of the Custodian to give the final
certification or the Trustee to give any notice within the required time periods
shall not affect or relieve the Depositor's obligation to repurchase any
Mortgage Loan pursuant to this Section 2.02.

The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.02. If the Trustee receives written notice from
the Custodian or the Master Servicer that the defect is not cured by the
Depositor within 60 days after the Trustee's notice, the Trustee shall enforce
the Depositor's obligation to repurchase such Mortgage Loan or substitute for
such Mortgage Loan in accordance with the provisions of this Section 2.02. In
connection with any substitution permitted by this Section 2.02, the Master
Servicer shall verify that the unpaid principal balance and the Loan-to-Value
Ratio of the Substitute Mortgage Loan satisfy the requirements of this Section
2.02.

Section 2.03 Representations and Warranties of the Master Servicer
and the Depositor.

(a) The Master Servicer hereby represents and warrants to the
Trustee for the benefit of the Certificateholders that, as of the date of
execution of this Agreement:

(i) The Master Servicer is a national banking association duly
chartered and validly existing in good standing under the laws of the
United States;

(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's corporate charter or
by-laws or constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result in the
breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;

(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Depositor, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;

(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially affect its
performance hereunder;

(v) Except as otherwise disclosed in the Prospectus, no legal or
governmental proceedings are pending (or known to be contemplated) against
the Master Servicer that would be material to Certificateholders;

(vi) Except as otherwise disclosed in the Prospectus, the Master
Servicer is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any
other securitization due to any act or failure to act of the Master
Servicer under such securitization;

(vii) Except as otherwise disclosed in the Prospectus, the Master
Servicer has not been terminated as master servicer in a residential
mortgage loan securitization, either due to a master servicing default or
to application of a master servicing performance test or trigger;

(viii) Except as otherwise disclosed in the Prospectus, or otherwise
in writing provided by the Master Servicer to the Depositor, there has
been no material noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage loans involving
the Master Servicer as a master servicer within the past three (3) years;

(ix) Except as otherwise disclosed in the Prospectus, no material
changes to the Master Servicer's policies or procedures with respect to
the master servicing function it will perform under this Agreement for
mortgage loans of a type similar to the Mortgage Loans have occurred
during the three-year period immediately preceding the date of this
Agreement;

(x) Except as otherwise disclosed in the Prospectus, there is no
material risk that the Master Servicer's financial condition could affect
one or more aspects of the performance by the Master Servicer of its
master servicing obligations under this Agreement in a manner that could
have a material impact on the performance of the Mortgage Loans or the
Certificates; and

(xi) Except as disclosed in the Prospectus, there are no
affiliations, relationships or transactions relating to the Master
Servicer and any party identified in Item 1119 of Regulation AB of the
type described therein.

It is understood and agreed that the representations and warranties
set forth in this Section 2.03(a) shall survive delivery of the respective Owner
Mortgage Loan Files to the Trustee or the Custodian. Upon discovery by any of
the Depositor, the Master Servicer or the Trustee of a breach of any of the
representations and warranties set forth in this Section 2.03(a), the party
discovering such breach shall give prompt written notice, which shall not exceed
two days, to the other parties. The Master Servicer shall consult with the
Depositor to determine if any such breach is material and any breach determined
by the Depositor to be material shall be included by the Master Servicer on the
next Distribution Date Statement prepared pursuant to Section 4.04.

(b) The Depositor hereby represents and warrants to the Trustee for
the benefit of Certificateholders that, as of the date of execution of this
Agreement, with respect to the Mortgage Loans, or each Mortgage Loan, as the
case may be:

(i) The information set forth in the Mortgage Loan Schedule was true
and correct in all material respects at the date or dates respecting which
such information is furnished as specified in the Mortgage Loan Schedule;

(ii) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loan
free and clear of any and all liens, pledges, charges or security
interests of any nature and has full right and authority to sell and
assign the same;

(iii) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and
clear of all encumbrances and liens having priority over the first lien of
the Mortgage except for liens for real estate taxes and special
assessments not yet due and payable and liens or interests arising under
or as a result of any federal, state or local law, regulation or ordinance
relating to hazardous wastes or hazardous substances, and, if the related
Mortgaged Property is a condominium unit, any lien for common charges
permitted by statute or homeowners association fees; and if the Mortgaged
Property consists of shares of a cooperative housing corporation, any lien
for amounts due to the cooperative housing corporation for unpaid
assessments or charges or any lien of any assignment of rents or
maintenance expenses secured by the real property owned by the cooperative
housing corporation; and any security agreement, chattel mortgage or
equivalent document related to, and delivered to the Trustee or to the
Custodian with, any Mortgage establishes in the Depositor a valid and
subsisting first lien on the property described therein and the Depositor
has full right to sell and assign the same to the Trustee;

(iv) Neither the Depositor nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related
Mortgage Note in any material respect, satisfied, canceled or subordinated
the Mortgage in whole or in part, released the Mortgaged Property in whole
or in part from the lien of the Mortgage, or executed any instrument of
release, cancellation, modification or satisfaction, except in each case
as is reflected in an agreement delivered to the Trustee or the Custodian
pursuant to Section 2.01(a);

(v) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing
have been paid, or an escrow of funds has been established, to the extent
permitted by law, in an amount sufficient to pay for every such item which
remains unpaid; and the Depositor has not advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or
indirectly (except pursuant to any Subsidy Loan arrangement) for the
payment of any amount required by the Mortgage, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by
thirty days the first Due Date under the related Mortgage Note;

(vi) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or
hazardous substances, as to which the Depositor makes no representations),
in a manner which would adversely affect the value of the Mortgaged
Property as security for the Mortgage Loan or the use for which the
premises were intended and to the best of the Depositor's knowledge, there
is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property;

(vii) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however,
that this warranty shall be deemed not to have been made at the time of
the initial issuance of the Certificates if a title policy affording, in
substance, the same protection afforded by this warranty is furnished to
the Trustee by the Depositor;

(viii) Except for Mortgage Loans secured by Co-op Shares and
Mortgage Loans secured by residential long-term leases, the Mortgaged
Property consists of a fee simple estate in real property; all of the
improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries
and building restriction lines of such property and no improvements on
adjoining properties encroach upon the Mortgaged Property (unless insured
against under the related title insurance policy); and to the best of the
Depositor's knowledge, the Mortgaged Property and all improvements thereon
comply with all requirements of any applicable zoning and subdivision laws
and ordinances;

(ix) The Mortgage Loan meets, or is exempt from, applicable state,
federal or local laws, regulations and other requirements, pertaining to
usury, and the Mortgage Loan is not usurious;

(x) To the best of the Depositor's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to
all occupied portions of the Mortgaged Property and, with respect to the
use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities;

(xi) All payments required to be made up to the Due Date immediately
preceding the Cut-Off Date for such Mortgage Loan under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than
one delinquency in the 12 months preceding the Cut-Off Date;

(xii) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement
of creditors' rights generally and by general equity principles
(regardless of whether such enforcement is considered in a proceeding in
equity or at law); and, to the best of the Depositor's knowledge, all
parties to the Mortgage Note and the Mortgage had legal capacity to
execute the Mortgage Note and the Mortgage and each Mortgage Note and
Mortgage has been duly and properly executed by the Mortgagor;

(xiii) Each Mortgage Loan at the time it was originated complied in
all material respects with applicable federal, state and local laws
including, without limitation, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity,
predatory and abusive lending laws and disclosure laws;

(xiv) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and
as to disbursements of any escrow funds therefor have been complied with
(except for escrow funds for exterior items which could not be completed
due to weather and escrow funds for the completion of swimming pools); and
all costs, fees and expenses incurred in making, closing or recording the
Mortgage Loan have been paid, except recording fees with respect to
Mortgages not recorded as of the Closing Date;

(xv) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of
title insurance is instead received) is covered by an American Land Title
Association mortgagee title insurance policy or other generally acceptable
form of policy or insurance acceptable to Fannie Mae or Freddie Mac,
issued by a title insurer acceptable to Fannie Mae or Freddie Mac insuring
the originator, its successors and assigns, as to the first priority lien
of the Mortgage in the original principal amount of the Mortgage Loan and
subject only to (A) the lien of current real property taxes and
assessments not yet due and payable, (B) 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 Mortgaged Property is
located or specifically referred to in the appraisal performed in
connection with the origination of the related Mortgage Loan, (C) liens
created pursuant to any federal, state or local law, regulation or
ordinance affording liens for the costs of clean-up of hazardous
substances or hazardous wastes or for other environmental protection
purposes and (D) 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; the Depositor is the sole insured of such mortgagee title
insurance policy, the assignment to the Trustee of the Depositor's
interest in such mortgagee title insurance policy does not require any
consent of or notification to the insurer which has not been obtained or
made, such mortgagee title insurance policy is in full force and effect
and will be in full force and effect and inure to the benefit of the
Trustee, no claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the
Depositor, has done, by act or omission, anything which would impair the
coverage of such mortgagee title insurance policy;

(xvi) The Mortgaged Property securing each Mortgage Loan is insured
by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire
and such hazards as are covered under a standard extended coverage
endorsement, in an amount which is not less than the lesser of 100% of the
insurable value of the Mortgaged Property and the outstanding principal
balance of the Mortgage Loan, but in no event less than the minimum amount
necessary to fully compensate for any damage or loss on a replacement cost
basis; if the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the project; if upon
origination of the Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the
least of (A) the outstanding principal balance of the Mortgage Loan, (B)
the full insurable value of the Mortgaged Property and (C) the maximum
amount of insurance which was available under the National Flood Insurance
Act of 1968, as amended; and each Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and
expense;

(xvii) To the best of the Depositor's knowledge, there is no
default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note and no event which, with the passage
of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration;
the Depositor has not waived any default, breach, violation or event of
acceleration; and no foreclosure action is currently threatened or has
been commenced with respect to the Mortgage Loan;

(xviii) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of
usury, nor will the operation of any of the terms of the Mortgage Note or
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or Mortgage unenforceable, in whole or in part, or subject it to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury, and no such right of rescission, set-off, counterclaim
or defense has been asserted with respect thereto;

(xix) Each Mortgage Note (other than with respect to any Balloon
Loans) is payable in monthly payments, resulting in complete amortization
of the Mortgage Loan over a term of not more than 360 months;

(xx) Each Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial foreclosure (subject to any
limitation arising from any bankruptcy, insolvency or other law for the
relief of debtors), and there is no homestead or other exemption available
to the Mortgagor which would interfere with such right of foreclosure;

(xxi) To the best of the Depositor's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;

(xxii) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit or a unit in a planned unit
development or, in the case of Mortgage Loans secured by Co-op Shares,
leases or occupancy agreements;

(xxiii) The Mortgage Loan is a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;

(xxiv) With respect to each Mortgage where a lost note affidavit has
been delivered to the Custodian in place of the related Mortgage Note, the
related Mortgage Note is no longer in existence;

(xxv) In the event that the Mortgagor is an inter vivos "living"
trust, (i) such trust is in compliance with Fannie Mae or Freddie Mac
standards for inter vivos trusts and (ii) holding title to the Mortgaged
Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;

(xxvi) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the
land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent
and the acquisition by the holder of the Mortgage of the rights of the
lessee upon foreclosure or assignment in lieu of foreclosure or provide
the holder of the Mortgage with substantially similar protections; (3) the
terms of such lease do not (a) allow the termination thereof upon the
lessee's default without the holder of the Mortgage being entitled to
receive written notice of, and opportunity to cure, such default, (b)
allow the termination of the lease in the event of damage or destruction
as long as the Mortgage is in existence, (c) prohibit the holder of the
Mortgage from being insured (or receiving proceeds of insurance) under the
hazard insurance policy or policies relating to the Mortgaged Property or
(d) permit any increase in rent other than pre-established increases set
forth in the lease; (4) the original term of such lease is not less than
15 years; (5) the term of such lease does not terminate earlier than five
years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold
estates in transferring ownership in residential properties is a widely
accepted practice;

(xxvii) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time
of its origination;

(xxviii) No Mortgage Loan is serviced by the Trustee or an affiliate
of the Trustee; and

(xxix) No Mortgage Loan (other than a Mortgage Loan that is a New
Jersey covered purchase loan) is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current S&P's LEVELS(R)
Glossary which is now Version 5.7, Appendix E) and no Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the Georgia Fair Lending Act.

Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.

It is understood and agreed that the representations and warranties
set forth in this Section 2.03(b) shall survive delivery of the respective Owner
Mortgage Loan Files (and Retained Mortgage Loan Files, if applicable) to the
Custodian and shall inure to the benefit of the Trustee notwithstanding any
restrictive or qualified endorsement or assignment.

(c) Upon discovery by any of the Depositor, the Master Servicer, the
Trustee or the Custodian that any of the representations and warranties made in
subsection (b) above is not accurate (referred to herein as a "breach") and,
except for a breach of the representation and warranty set forth in subsection
(b)(i), where such breach is a result of the Cut-Off Date Principal Balance of a
Mortgage Loan being greater, by $1,000 or greater, than the Cut-Off Date
Principal Balance of such Mortgage Loan indicated on the Mortgage Loan Schedule,
that such breach materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the party discovering such
breach shall give prompt written notice (not to exceed two days after discovery)
to the other parties to this Agreement and the Custodian (any Custodian being so
obligated under a Custodial Agreement). Within 60 days of the earlier of its
discovery or its receipt of notice of any such breach, the Depositor shall cure
such breach in all material respects or shall either (i) repurchase the Mortgage
Loan or any property acquired in respect thereof from the Trust Estate at a
price equal to the Repurchase Price; provided that if the Depositor elects to
repurchase a Mortgage Loan due to a breach of the representation and warranty
set forth in subsection (b)(i), where such breach is a result of the Cut-Off
Date Principal Balance of a Mortgage Loan being greater, by $1,000 or greater,
than the Cut-Off Date Principal Balance of such Mortgage Loan indicated on the
Mortgage Loan Schedule, such repurchase is only permitted within 90 days of the
Closing Date or (ii) if within two years of the Startup Day, or such other
period permitted by the REMIC Provisions, substitute for such Mortgage Loan in
the manner described in Section 2.02. In addition to the foregoing, if a breach
of the representation set forth in clause (b)(xiii) or (xxix) of this Section
2.03 occurs as a result of a violation of an applicable predatory or abusive
lending law, the Depositor shall reimburse the Trust for all costs and damages
including, but not limited to, reasonable attorneys' fees and costs, incurred by
the Trust as a result of the violation of such law (such amount, the
"Reimbursement Amount"). The Repurchase Price, the Substitution Principal
Amount, if any, plus accrued interest thereon and the other amounts referred to
in Section 2.02, and any Reimbursement Amount shall be deposited in the
Certificate Account. It is understood and agreed, except with respect to the
second preceding sentence, that the obligation of the Depositor to repurchase or
substitute for any Mortgage Loan or property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders or the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust Estate hereunder.

The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.03. If the Trustee receives written notice from
the Master Servicer or the Custodian that such breach is not cured by the
Depositor within 60 days after the Trustee's notice, the Trustee shall enforce
the Depositor's obligation to repurchase such Mortgage Loan or substitute for
such Mortgage Loan in accordance with the provisions of this Section 2.03. In
connection with any substitution permitted by this Section 2.03, the Master
Servicer shall verify that the unpaid principal balance and the Loan-to-Value
Ratio of the Substitute Mortgage Loan satisfy the requirements of this Section
2.03.

Section 2.04 Execution and Delivery of Certificates.

The Trustee acknowledges the assignment to it of the Mortgage Loans
and acknowledges the delivery of the Owner Mortgage Loan Files to the Custodian,
on behalf of the Trustee. The Paying Agent, concurrently with such delivery, has
executed and delivered to or upon the order of the Depositor, in exchange for
the Mortgage Loans, together with all other assets included in the definition of
"Trust Estate," receipt of which is hereby acknowledged, Certificates in
authorized denominations which evidence ownership of the entire Trust Estate.

Section 2.05 Designation of Certificates; Designation of Startup Day
and Latest Possible Maturity Date.

The Depositor hereby designates the Classes of Class A Certificates
(other than the Residual Certificate) and the Classes of Class B Certificates as
classes of "regular interests" and the Class A-R Certificate as the single class
of "residual interest" in the REMIC for the purposes of Code Sections 860G(a)(1)
and 860G(a)(2), respectively. The Closing Date is hereby designated as the
"Startup Day" of the REMIC within the meaning of Code Section 860G(a)(9). The
"latest possible maturity date" of the regular interests in the REMIC is May 25,
2037 for purposes of Code Section 860G(a)(1).

<PAGE>

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING
OF THE MORTGAGE LOANS

Section 3.01 Certificate Account.

(a) The Master Servicer shall establish and maintain a Certificate
Account for the deposit of funds received by the Master Servicer with respect to
the Mortgage Loans serviced by each Servicer pursuant to each of the Servicing
Agreements. Such account shall be maintained as an Eligible Account. The Master
Servicer shall give notice to each Servicer and the Depositor of the location of
the Certificate Account and of any change in the location thereof.

(b) The Master Servicer shall deposit into the Certificate Account
on the day of receipt thereof all amounts received by it from any Servicer
pursuant to any of the Servicing Agreements and shall, in addition, deposit into
the Certificate Account the following amounts, in the case of amounts specified
in clauses (i) and (iii), not later than the Business Day preceding the
Distribution Date on which such amounts are required to be distributed to
Certificateholders and, in the case of the amounts specified in clause (ii), not
later than the Business Day next following the day of receipt and posting by the
Master Servicer:

(i) Periodic Advances pursuant to Section 3.03(a) made by the Master
Servicer or the Trustee, if any and any amounts deemed received by the
Master Servicer pursuant to Section 3.01(d);

(ii) in the case of any Mortgage Loan that is repurchased by the
Depositor pursuant to Section 2.02, 2.03, 3.08 or 9.01 or that is
auctioned by the Master Servicer pursuant to Section 3.08, the purchase
price therefor or, where applicable, any Substitution Principal Amount and
any amounts received in respect of the interest portion of unreimbursed
Periodic Advances; and

(iii) any Compensating Interest for such Distribution Date.

(c) The Master Servicer may cause the funds in the Certificate
Account to be invested in Eligible Investments. No such Eligible Investments
will be sold or disposed of at a gain prior to maturity unless the Master
Servicer has received an Opinion of Counsel or other evidence satisfactory to it
that such sale or disposition will not cause the Trust Estate to be subject to
Prohibited Transactions Tax, otherwise subject the Trust Estate to tax, or cause
the Trust Estate to fail to qualify as a REMIC while any Certificates are
outstanding. Any amounts deposited in the Certificate Account prior to the
Distribution Date may be invested for the account of the Master Servicer and any
investment income thereon shall be additional compensation to the Master
Servicer for services rendered under this Agreement. The amount of any losses
incurred in respect of any such investments shall be deposited in the
Certificate Account by the Master Servicer out of its own funds immediately as
realized, without any right of reimbursement therefor from the Trust Estate.

(d) For purposes of this Agreement, the Master Servicer will be
deemed to have received from a Servicer on the applicable Remittance Date for
such funds all amounts deposited by such Servicer into the Custodial P&I Account
maintained in accordance with the applicable Servicing Agreement, if such
Custodial P&I Account is not an Eligible Account as defined in this Agreement,
to the extent such amounts are not actually received by the Master Servicer on
such Remittance Date as a result of the bankruptcy, insolvency, receivership or
other financial distress of the depository institution in which such Custodial
P&I Account is being held. To the extent that amounts so deemed to have been
received by the Master Servicer are subsequently remitted to the Master
Servicer, the Master Servicer shall be entitled to retain such amounts.

Section 3.02 Permitted Withdrawals from the Certificate Account.

(a) The Master Servicer may, from time to time, make withdrawals
from the Certificate Account for the following purposes (limited, in the case of
Servicer reimbursements, to cases where funds in the respective Custodial P&I
Account are not sufficient therefor):

(i) to reimburse the Master Servicer, the Trustee or any Servicer
for Periodic Advances made by the Master Servicer or the Trustee pursuant
to Section 3.03(a) or any Servicer pursuant to any Servicing Agreement
with respect to previous Distribution Dates, such right to reimbursement
pursuant to this subclause (i) being limited to amounts received on or in
respect of particular Mortgage Loans (including, for this purpose,
Liquidation Proceeds, REO Proceeds and proceeds from the purchase, sale,
repurchase or substitution of Mortgage Loans pursuant to Section 2.02,
2.03, 3.08 or 9.01) respecting which any such Periodic Advance was made;

(ii) to reimburse any Servicer, the Master Servicer or the Trustee
for any Periodic Advances determined in good faith to have become
Nonrecoverable Advances; provided, however, that any portion of
Nonrecoverable Advances representing Fixed Retained Yield shall be
reimbursable only from amounts constituting Fixed Retained Yield and not
from assets of the Trust Estate;

(iii) to reimburse the Master Servicer or any Servicer from
Liquidation Proceeds for Liquidation Expenses and for amounts expended by
the Master Servicer or any Servicer pursuant hereto or to any Servicing
Agreement, respectively, in good faith in connection with the restoration
of damaged property or for foreclosure expenses;

(iv) from any Mortgagor payment on account of interest or other
recovery (including Net REO Proceeds) with respect to a particular
Mortgage Loan, to pay the Master Servicing Fee with respect to such
Mortgage Loan to the Master Servicer;

(v) to reimburse the Master Servicer, any Servicer or the Trustee
(or, in certain cases, the Depositor) for expenses incurred by it
(including taxes paid on behalf of the Trust Estate) and recoverable by or
reimbursable to it pursuant to Section 3.03(c), Section 6.03, the second
or third paragraphs of Section 8.06 or the third sentence of Section
8.13(a) or pursuant to such Servicer's Servicing Agreement, provided such
expenses are "unanticipated" within the meaning of the REMIC Provisions;

(vi) to pay to the Depositor or other purchaser with respect to each
Mortgage Loan or property acquired in respect thereof that has been
repurchased or replaced pursuant to Section 2.02, 2.03, 3.08 or 9.01 or
auctioned pursuant to Section 3.08, all amounts received thereon and not
required to be distributed as of the date on which the related repurchase
or purchase price or Scheduled Principal Balance was determined;

(vii) to remit funds to the Paying Agent in the amounts and in the
manner provided for herein;

(viii) to pay to the Master Servicer any interest earned on or
investment income with respect to funds in the Certificate Account;

(ix) to pay to the Master Servicer or any Servicer out of
Liquidation Proceeds allocable to interest the amount of any unpaid Master
Servicing Fee or Servicing Fee (as adjusted pursuant to the related
Servicing Agreement) and any unpaid assumption fees, late payment charges
or other Mortgagor charges on the related Mortgage Loan;

(x) to pay to the Master Servicer as additional master servicing
compensation any Liquidation Profits which a Servicer is not entitled to
pursuant to the applicable Servicing Agreement;

(xi) to withdraw from the Certificate Account any amount deposited
in the Certificate Account that was not required to be deposited therein;

(xii) to clear and terminate the Certificate Account pursuant to
Section 9.01; and

(xiii) to pay to Wells Fargo Bank from any Mortgagor payment on
account of interest or other recovery (including Net REO Proceeds) with
respect to a particular Mortgage Loan, the Fixed Retained Yield, if any,
with respect to such Mortgage Loan; provided, however, that with respect
to any payment of interest received by the Master Servicer in respect of a
Mortgage Loan (whether paid by the Mortgagor or received as Liquidation
Proceeds, Insurance Proceeds or otherwise) which is less than the full
amount of interest then due with respect to such Mortgage Loan, only that
portion of such payment of interest that bears the same relationship to
the total amount of such payment of interest as the Fixed Retained Yield
Rate, if any, in respect of such Mortgage Loan bears to the Mortgage
Interest Rate shall be allocated to the Fixed Retained Yield with respect
thereto.

(b) The Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
payment to and withdrawal from the Certificate Account. The Master Servicer
shall notify the Depositor and the Trustee of the amount, purpose and party paid
pursuant to Section 3.02(a)(v).

Section 3.03 Advances by Master Servicer and Trustee.

(a) In the event an Other Servicer fails to make any required
Periodic Advances of principal and interest on a Mortgage Loan as required by
the related Other Servicing Agreement prior to the Business Day preceding the
Distribution Date occurring in the month during which such Periodic Advance is
due, the Master Servicer shall make Periodic Advances to the extent provided
hereby. In the event Wells Fargo Bank in its capacity as Servicer fails to make
any required Periodic Advances of principal and interest on a Mortgage Loan as
required by the Wells Fargo Bank Servicing Agreement prior to the Business Day
preceding the Distribution Date occurring in the month during which such
Periodic Advance is due, the Trustee shall, to the extent required by Section
8.14, make such Periodic Advance to the extent provided hereby, provided that
the Trustee has previously received the certificate of the Master Servicer
described in the following sentence. The Master Servicer shall certify to the
Trustee with respect to any such Distribution Date (i) the amount of Periodic
Advances required of Wells Fargo Bank in its capacity as Servicer or such Other
Servicer, as the case may be, (ii) the amount actually advanced by Wells Fargo
Bank in its capacity as Servicer or such Other Servicer, (iii) the amount that
the Trustee or Master Servicer is required to advance hereunder and (iv) whether
the Master Servicer has determined that it reasonably believes that such
Periodic Advance is a Nonrecoverable Advance. Amounts advanced by the Trustee or
Master Servicer shall be deposited in the Certificate Account on the Business
Day preceding the related Distribution Date. Notwithstanding the foregoing,
neither the Master Servicer nor the Trustee will be obligated to make a Periodic
Advance that it reasonably believes to be a Nonrecoverable Advance. The Trustee
may conclusively rely for any determination to be made by it hereunder upon the
determination of the Master Servicer as set forth in its certificate.

(b) To the extent an Other Servicer fails to make an advance on
account of the taxes or insurance premiums with respect to a Mortgage Loan
required pursuant to the related Other Servicing Agreement, the Master Servicer
shall, if the Master Servicer has actual knowledge of such failure of the
Servicer, advance such funds and take such steps as are necessary to pay such
taxes or insurance premiums. To the extent Wells Fargo Bank in its capacity as
Servicer fails to make an advance on account of the taxes or insurance premiums
with respect to a Mortgage Loan required pursuant to the Wells Fargo Bank
Servicing Agreement, the Master Servicer shall, if the Master Servicer knows of
such failure of Wells Fargo Bank in its capacity as Servicer, certify to the
Trustee that such failure has occurred. Upon receipt of such certification, the
Trustee shall advance such funds and take such steps as are necessary to pay
such taxes or insurance premiums.

(c) The Master Servicer and the Trustee shall each be entitled to be
reimbursed from the Certificate Account for any Periodic Advance made by it
under Section 3.03(a) to the extent described in Section 3.02(a)(i) and (a)(ii).
The Master Servicer and the Trustee shall be entitled to be reimbursed pursuant
to Section 3.02(a)(v) for any advance by it pursuant to Section 3.03(b). The
Master Servicer shall diligently pursue restoration of such amount to the
Certificate Account from the related Servicer. The Master Servicer shall, to the
extent it has not already done so, upon the request of the Trustee, withdraw
from the Certificate Account and remit to the Trustee any amounts to which the
Trustee is entitled as reimbursement pursuant to Section 3.02 (a)(i), (ii) and
(v).

(d) Except as provided in Section 3.03(a) and (b), neither the
Master Servicer nor the Trustee shall be required to pay or advance any amount
which any Servicer was required, but failed, to deposit in the Certificate
Account.

Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan
Files and Retained Mortgage Loan Files.

In connection with the deposit by a Servicer into the Certificate
Account of the proceeds from a Liquidated Loan or of a Prepayment in Full, the
Master Servicer or applicable Servicer shall confirm that all amounts required
to be remitted to the Certificate Account in connection with such Mortgage Loan
have been so deposited, and the Master Servicer or applicable Servicer shall
deliver two copies of any related Request for Release to the Custodian. The
Custodian shall, within five Business Days of its receipt of such a Request for
Release, release the related Owner Mortgage Loan File (and Retained Mortgage
Loan File, if applicable) to the Master Servicer or such Servicer, as requested
by the Master Servicer or such Servicer. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the Certificate Account.

From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer of such Mortgage Loan shall deliver
to the Master Servicer or Custodian two copies of a Request for Release. Upon
the Master Servicer's receipt of any such Request for Release, the Master
Servicer shall promptly forward such request in hard copy or in electronic
format acceptable to the Custodian. The Custodian shall, within five Business
Days, release the related Owner Mortgage Loan File (and Retained Mortgage Loan
File, if applicable) to the Master Servicer or such Servicer. Any such Request
for Release shall obligate the Master Servicer or such Servicer, as the case may
be, to return the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) to the Custodian by the sixtieth day following the release thereof,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Certificate Account or
(ii) the Owner Mortgage Loan File (and Retained Mortgage Loan File, if
applicable) or such document has been delivered to an attorney, or to a public
trustee or other public official as required by law, for purposes of initiating
or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially. Upon receipt of two
copies of a Request for Release stating that such Mortgage Loan was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Certificate Account have
been so deposited, or that such Mortgage Loan has become an REO Mortgage Loan,
the Custodian shall amend its records.

Upon the occurrence of the event specified in clause (ii) of the
preceding paragraph, the Trustee shall execute and deliver to the Master
Servicer or such Servicer, as directed by the Master Servicer, court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure
proceeding or trustee's sale.

Section 3.05 Annual Compliance Statements.

The Master Servicer shall deliver in electronic form, or otherwise
make available to the Depositor and the Trustee, and the Master Servicer shall
cause each Additional Master Servicer engaged by it and each Servicer to
deliver, in electronic form, or otherwise make available, to the Master
Servicer, the Trustee and each Rating Agency on or before March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar
day cure period, but in no event later than March 15), commencing in March 2008,
a copy of a certificate (followed by a hard copy to the party or parties
receiving such certificate within 10 calendar days) in the form required by Item
1123 of Regulation AB, to the effect that (i) an authorized officer of the
Master Servicer, the Additional Master Servicer or the applicable Servicer, as
the case may be, has reviewed (or a review has been made under his or her
supervision of) such party's activities under this Agreement or the applicable
Servicing Agreement, in the case of a Servicer, or such other applicable
agreement in the case of an Additional Master Servicer, during the prior
calendar year or portion thereof and (ii) to the best of such officer's
knowledge, based on such review, such party has fulfilled all of its obligations
under this Agreement or the applicable Servicing Agreement, in the case of a
Servicer, or such other applicable agreement in the case of an Additional Master
Servicer, in all material respects throughout the prior calendar year or portion
thereof or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof. If any of the certificates delivered pursuant to this
Section 3.05 disclose that there has been a failure to fulfill any obligation in
any material respect then the Master Servicer shall promptly notify the
Depositor and forward a copy of such certificate to the Depositor, and the
Depositor shall review such certificate and, if applicable, consult with the
Master Servicer as to the nature of any failure to fulfill any obligation under
this Agreement or the applicable Servicing Agreement, in the case of a Servicer,
or such other applicable agreement in the case of an Additional Master Servicer,
in any material respect.

Section 3.06 Title, Management and Disposition of Any REO Mortgage
Loan.

The Master Servicer shall enforce the obligations of the applicable
Servicer to administer each REO Mortgage Loan at all times so that each REO
Mortgage Loan qualifies as "foreclosure property" under the REMIC Provisions and
that it does not earn any "net income from foreclosure property" which is
subject to tax under the REMIC Provisions. In the event that a Servicer is
unable to dispose of any REO Mortgage Loan within the period mandated by each of
the Servicing Agreements, the Master Servicer shall monitor such Servicer to
verify that such REO Mortgage Loan is auctioned to the highest bidder within the
period so specified. In the event of any such sale of a REO Mortgage Loan, the
Custodian shall, at the written request of the Master Servicer and upon being
supported with appropriate forms therefor, within five Business Days of the
deposit by the Master Servicer of the proceeds of such sale or auction into the
Certificate Account, release or cause to be released to the entity identified by
the Master Servicer the related Owner Mortgage Loan File, Retained Mortgage Loan
File, if applicable, and Servicer Mortgage Loan File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the auction purchaser title to the
REO Mortgage Loan and the Custodian shall have no further responsibility with
regard to such Owner Mortgage Loan File, Retained Mortgage Loan File, if
applicable, or Servicer Mortgage Loan File. Neither the Trustee, the Master
Servicer nor any Servicer, acting on behalf of the Trust Estate, shall provide
financing from the Trust Estate to any purchaser of an REO Mortgage Loan.

Section 3.07 Amendments to Servicing Agreements, Modification of
Standard Provisions.

(a) Subject to the prior written consent of the Trustee pursuant to
Section 3.07(b) and the prior written consent of the Depositor, the Master
Servicer may, from time to time, to the extent permitted by the applicable
Servicing Agreement, make such modifications and amendments to such Servicing
Agreement as the Master Servicer deems necessary or appropriate to confirm or
carry out more fully the intent and purpose of such Servicing Agreement and the
duties, responsibilities and obligations to be performed by the applicable
Servicer thereunder. Such modifications may only be made if they are consistent
with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the
issuance of any modification or amendment, the Master Servicer shall deliver to
the Trustee and the Depositor such Opinion of Counsel and an Officer's
Certificate setting forth (i) the provision that is to be modified or amended,
(ii) the modification or amendment that the Master Servicer desires to issue and
(iii) the reason or reasons for such proposed amendment or modification.

(b) The Trustee shall consent to any amendment or supplement to a
Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a),
which consent and amendment shall not require the consent of any
Certificateholder if it is (i) for the purpose of curing any mistake or
ambiguity, to further effect or protect the rights of the Certificateholders or
(ii) for any other purpose, provided such amendment or supplement for such other
purpose cannot reasonably be expected to adversely affect Certificateholders.
The lack of reasonable expectation of an adverse effect on Certificateholders
may be established through the delivery to the Trustee of (i) an Opinion of
Counsel to such effect or (ii) written notification from each Rating Agency to
the effect that such amendment or supplement will not result in reduction of the
current rating assigned by that Rating Agency to the Certificates.
Notwithstanding the two immediately preceding sentences, the Trustee may, in its
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected.

(c)(i) Notwithstanding anything to the contrary in this Section
3.07, the Master Servicer from time to time may, without the consent of any
Certificateholder or the Trustee, enter into an amendment (A) to an Other
Servicing Agreement for the purpose of (i) eliminating or reducing Month End
Interest and (ii) providing for the remittance of Full Unscheduled Principal
Receipts by the applicable Servicer to the Master Servicer not later than the
24th day of each month (or if such day is not a Business Day, on the previous
Business Day), (B) to the Wells Fargo Bank Servicing Agreement for the purpose
of changing the applicable Remittance Date to the 18th day of each month (or if
such day is not a Business Day, on the previous Business Day) or (C) to a
Servicing Agreement for the purpose of effecting or facilitating compliance by
the applicable Servicer with Regulation AB or to conform a Servicing Agreement
to industry practices relating to Regulation AB.

(ii) The Master Servicer may direct Wells Fargo Bank in its capacity
as Servicer to enter into an amendment to the Wells Fargo Bank Servicing
Agreement for the purposes described in Section 3.07(c)(i)(B) or (C).

Section 3.08 Oversight of Servicing.

The Master Servicer shall supervise, monitor and oversee the
servicing of the Mortgage Loans by each Servicer and the performance by each
Servicer of all services, duties, responsibilities and obligations (including
the obligation to maintain an Errors and Omissions Policy and Fidelity Bond)
that are to be observed or performed by the Servicer under its respective
Servicing Agreement. In performing its obligations hereunder, the Master
Servicer shall act in a manner consistent with Accepted Master Servicing
Practices and in a manner consistent with the terms and provisions of any
insurance policy required to be maintained by the Master Servicer or any
Servicer pursuant to this Agreement or any Servicing Agreement. The Master
Servicer acknowledges that prior to taking certain actions required to service
the Mortgage Loans, each Servicing Agreement provides that the Servicer
thereunder must notify, consult with, obtain the consent of, waiver from, or
otherwise follow the instructions of the Master Servicer. In the case of any
request for waiver from a Servicer, the Master Servicer shall promptly instruct
such Servicer or otherwise respond to such Servicer's request. The Master
Servicer shall not waive compliance by a Servicer with those provisions of its
Servicing Agreement which are required to enable the Depositor and the Master
Servicer to satisfy the Trust's ongoing reporting obligations under the Exchange
Act. In addition, in no event will the Master Servicer instruct such Servicer to
take any action, give any consent to action by such Servicer or waive compliance
by such Servicer with any provision of such Servicer's Servicing Agreement if
any resulting action or failure to act would be inconsistent with the
requirements of the Rating Agencies that rated the Certificates, would be
inconsistent with the requirements of Regulation AB or would otherwise have an
adverse effect on the Certificateholders. Any such action or failure to act
shall be deemed to have an adverse effect on the Certificateholders if such
action or failure to act either results in (i) the downgrading of the rating
assigned by either Rating Agency to the Certificates, (ii) the loss by the Trust
Estate of REMIC status for federal income tax purposes or (iii) the imposition
of any Prohibited Transaction Tax or any federal taxes on either the REMIC or
the Trust Estate. The Master Servicer shall have full power and authority in its
sole discretion to take any action with respect to the Trust Estate as may be
necessary or advisable to avoid the circumstances specified including clause
(ii) or (iii) of the preceding sentence.

For the purposes of determining whether any modification of a
Mortgage Loan shall be permitted by the Master Servicer, such modification shall
be construed as a substitution of the modified Mortgage Loan for the Mortgage
Loan originally deposited in the Trust Estate if it would be a "significant
modification" within the meaning of Section 1.860G-2(b) of the regulations of
the U.S. Department of the Treasury. No modification shall be approved unless
(i) the modified Mortgage Loan would qualify as a Substitute Mortgage Loan under
Section 2.02 and (ii) with respect to any modification that occurs more than
three months after the Closing Date and is not the result of a default or a
reasonably foreseeable default under the Mortgage Loan, there is delivered to
the Trustee an Opinion of Counsel (at the expense of the party seeking to modify
the Mortgage Loan) to the effect that such modification would not be treated as
giving rise to a new debt instrument for federal income tax purposes as
described in the preceding sentence; provided, however, that no such Opinion of
Counsel need be delivered if the sole purpose of the modification is to reduce
the Monthly Payment on a Mortgage Loan as a result of a Curtailment such that
the Mortgage Loan is fully amortized by its original maturity date.

During the term of this Agreement, the Master Servicer shall consult
fully with each Servicer as may be necessary from time to time to perform and
carry out the Master Servicer's obligations hereunder and otherwise exercise
reasonable efforts to cause such Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by it under its Servicing
Agreement.

The relationship of the Master Servicer to the Trustee under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.

The Master Servicer shall administer the Trust Estate on behalf of
the Trustee and shall have full power and authority, acting alone or (subject to
the requirements of Section 6.06) through one or more Subcontractors, to do any
and all things in connection with such administration which it may deem
necessary or desirable. Upon the execution and delivery of this Agreement, and
from time to time as may be required thereafter, the Trustee shall furnish the
Master Servicer or its Subcontractors with any powers of attorney and such other
documents as may be necessary or appropriate to enable the Master Servicer to
carry out its administrative duties hereunder.

The Depositor shall have a limited option to repurchase any
defaulted Mortgage Loan or REO Mortgage Loan during the following time periods:
(i) beginning on the first day of the second month following the month in which
the Master Servicer has reported that a Servicer has initiated foreclosure
proceedings with respect to such a defaulted Mortgage Loan, with such repurchase
option expiring on the last day of such second following month; (ii) beginning
on the first day of the second month following the month in which the Master
Servicer has reported that such defaulted Mortgage Loan has become an REO
Mortgage Loan, with such repurchase option expiring on the last day of such
second following month; and (iii) beginning on the day on which a Servicer
accepts a contractual commitment by a third party to purchase the Mortgaged
Property related to the defaulted Mortgage Loan or REO Mortgage Loan, with such
repurchase option expiring on the earlier of the last day of the month in which
such contractual commitment was accepted by the Servicer or the day immediately
prior to the day on which the closing occurs with respect to such third party
purchase of the Mortgaged Property related to the defaulted Mortgage Loan or REO
Mortgage Loan. The Depositor shall be entitled to repurchase at its option any
Mortgage Loan in the Trust Estate which, pursuant to paragraph 5(b) of the
Mortgage Loan Purchase Agreement, Wells Fargo Bank requests the Depositor to
repurchase and to sell to Wells Fargo Bank to facilitate the exercise of Wells
Fargo Bank's rights against the originator or a prior holder of such Mortgage
Loan. The purchase price for any Mortgage Loan repurchased pursuant to this
paragraph shall be the Repurchase Price. Upon the receipt of such Repurchase
Price, the Master Servicer shall provide to the Trustee the certification
required by Section 3.04 and the Trustee and the Custodian, if any, shall
promptly release to the Depositor the Owner Mortgage Loan File and Retained
Mortgage Loan File, if applicable, relating to the Mortgage Loan being
repurchased.

In the event that (i) the Master Servicer determines at any time
that, notwithstanding the representations and warranties set forth in Section
2.03(b), any Mortgage Loan is not a "qualified mortgage" within the meaning of
Section 860G of the Code and (ii) the Trustee is unable to enforce the
obligation of the Depositor to purchase such Mortgage Loan pursuant to Section
2.02 within two months of such determination, the Master Servicer shall cause
such Mortgage Loan to be auctioned to the highest bidder and sold out of the
Trust Estate no later than the date 90 days after such determination. In the
event of any such sale of a Mortgage Loan, the Custodian shall, at the written
request of the Master Servicer and upon being supported with appropriate forms
therefor, within five Business Days of the deposit by the Master Servicer of the
proceeds of such auction into the Certificate Account, release or cause to be
released to the entity identified by the Master Servicer the related Owner
Mortgage Loan File, Retained Mortgage Loan File, if applicable, and Servicer
Mortgage Loan File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be necessary to vest in the
auction purchaser title to the Mortgage Loan and the Custodian shall have no
further responsibility with regard to such Owner Mortgage Loan File, Retained
Mortgage Loan File, if applicable, or Servicer Mortgage Loan File. None of the
Trustee, the Custodian, the Master Servicer or any Servicer, acting on behalf of
the Trustee, shall provide financing from the Trust Estate to any purchaser of a
Mortgage Loan.

The Master Servicer, on behalf of the Trustee, shall, pursuant to
the Servicing Agreements, object to the foreclosure upon, or other related
conversion of the ownership of, any Mortgaged Property by the related Servicer
if (i) the Master Servicer believes such Mortgaged Property may be contaminated
with or affected by hazardous wastes or hazardous substances or (ii) such
Servicer does not agree to administer such Mortgaged Property, once the related
Mortgage Loan becomes an REO Mortgage Loan, in a manner which would not result
in a federal tax being imposed upon the Trust Estate or the REMIC.

At the direction of the Depositor, the Master Servicer may enter
into a special servicing agreement with an unaffiliated holder of 100%
Percentage Interest of a Class of Class B Certificates or a holder of a class of
securities representing interests in the Class B Certificates and/or other
subordinated mortgage pass-through certificates (such entity, a "Special
Servicer"), such agreement (a "Special Servicing Agreement") to be substantially
in the form of Exhibit M hereto or subject to each Rating Agency's
acknowledgment that the ratings of the Certificates in effect immediately prior
to the entering into of such agreement would not be qualified, downgraded or
withdrawn and the Certificates would not be placed on credit review status
(except for possible upgrading) as a result of such agreement. Any such
agreement may contain provisions whereby such holder may (a) purchase any
Mortgage Loans that are more than 180 days delinquent and (b) instruct the
Master Servicer to instruct a Servicer to the extent provided in the applicable
Servicing Agreement to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had the Servicer
acted in accordance with its normal procedures.

The Master Servicer shall monitor the rating of Wells Fargo &
Company and upon the occurrence of a Document Transfer Event relating to such
rating, shall promptly notify the Depositor, Trustee and Custodian of the
occurrence of such Document Transfer Event.

Section 3.09 Termination and Substitution of Servicing Agreements.

Upon the occurrence of any event for which a Servicer may be
terminated pursuant to its Servicing Agreement, the Master Servicer shall
promptly deliver to the Depositor and the Trustee an Officer's Certificate
certifying that an event has occurred which may justify termination of such
Servicing Agreement, describing the circumstances surrounding such event and
recommending what action should be taken by the Trustee with respect to such
Servicer. If the Master Servicer recommends that such Servicing Agreement be
terminated, the Master Servicer's certification must state that the breach is
material and not merely technical in nature. Based upon such certification, the
Master Servicer, or if provided by the applicable Other Servicing Agreement and
upon written direction of the Master Servicer, the Trustee, shall promptly
terminate such Other Servicing Agreement. The Trustee shall terminate the Wells
Fargo Bank Servicing Agreement in accordance with the provisions of Article 19
thereof. The Master Servicer shall indemnify the Trustee and hold it harmless
from and against any and all claims, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees) arising out of, or assessed
against the Trustee in connection with termination of a Servicing Agreement at
the direction of the Master Servicer except to the extent that such claims,
liabilities, costs and expenses are incurred as a result of the bad faith,
willful misfeasance or gross negligence of the Trustee in the performance of its
obligations hereunder. To the extent that the costs and expenses (including any
amounts paid by the Master Servicer pursuant to the immediately preceding
sentence) of the Master Servicer related to any termination of an Other
Servicer, appointment of a successor servicer to an Other Servicer or the
transfer and assumption of servicing by the Master Servicer with respect to any
Other Servicing Agreement (including, without limitation, (i) all legal costs
and expenses and all due diligence costs and expenses associated with an
evaluation of the potential termination of an Other Servicer as a result of an
event of default by such Other Servicer, (ii) all costs and expenses associated
with the complete transfer of servicing, including all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
servicer to service the Mortgage Loans in accordance with the related Other
Servicing Agreement and (iii) any costs incurred by the Trustee in connection
with a servicing transfer) are not fully and timely reimbursed by the terminated
Other Servicer, the Master Servicer shall be entitled to reimbursement of such
costs and expenses from the Certificate Account. To the extent that the costs
and expenses of the Trustee related to any termination of Wells Fargo Bank, as a
Servicer under the Wells Fargo Bank Servicing Agreement, appointment of a
successor to Wells Fargo Bank as a Servicer or the transfer and assumption of
servicing by the Trustee with respect to the Wells Fargo Bank Servicing
Agreement (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the
potential termination of Wells Fargo Bank as a Servicer as a result of an event
of default by Wells Fargo Bank as Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or manipulation of
such servicing data as may be required by the successor servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
successor servicer to service the Mortgage Loans in accordance with the Wells
Fargo Bank Servicing Agreement) are not fully and timely reimbursed by Wells
Fargo Bank as a Servicer, the Trustee shall be entitled to reimbursement of such
costs and expenses from the Certificate Account. If the Master Servicer or
Trustee terminates an Other Servicing Agreement, the Trustee may enter into a
substitute Servicing Agreement with the Master Servicer or, at the Master
Servicer's nomination, with another mortgage loan service company acceptable to
the Trustee, the Master Servicer and each Rating Agency under which the Master
Servicer or such substitute servicer, as the case may be, shall assume, satisfy,
perform and carry out all liabilities, duties, responsibilities and obligations
that are to be, or otherwise were to have been, satisfied, performed and carried
out by such Servicer under such terminated Servicing Agreement. If the Trustee
terminates the Wells Fargo Bank Servicing Agreement, the Trustee shall enter
into a substitute Servicing Agreement with another mortgage loan service company
acceptable to the Trustee and each Rating Agency under which such substitute
servicer shall assume, satisfy, perform and carry out all liabilities, duties,
responsibilities and obligations that are to be, or otherwise were to have been,
satisfied, performed and carried out by Wells Fargo Bank, in its capacity as
Servicer, under such terminated Servicing Agreement. It is understood and
acknowledged by the parties hereto that there will be a period of transition not
to exceed ninety (90) days before the servicing functions can be transferred to
such substitute servicer. Until such time as the Trustee enters into a
substitute servicing agreement with respect to the Mortgage Loans previously
serviced by an Other Servicer and the transition period relating to the transfer
of such servicing expires, the Master Servicer shall assume, satisfy, perform
and carry out all obligations which otherwise were to have been satisfied,
performed and carried out by an Other Servicer under its terminated Servicing
Agreement. However, in no event shall the Master Servicer be deemed to have
assumed the obligations of a Servicer to advance payments of principal and
interest on a delinquent Mortgage Loan in excess of the Master Servicer's
independent Periodic Advance obligation under Section 3.03 of this Agreement. As
compensation for the Master Servicer of any servicing obligations fulfilled or
assumed by the Master Servicer, the Master Servicer shall be entitled to any
servicing compensation to which a Servicer would have been entitled if the
Servicing Agreement with such Servicer had not been terminated.

Section 3.10 Application of Net Liquidation Proceeds.

For all purposes under this agreement, Net Liquidation Proceeds
received from a Servicer shall be allocated first to accrued and unpaid interest
on the related Mortgage Loan and then to the unpaid principal balance thereof.

Section 3.11 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.

(a) The Master Servicer, at its own expense, shall furnish to the
Depositor, and the Trustee, any Special Servicer (if applicable) and the
Custodian, at their own expense, shall furnish, or otherwise make available, and
shall cause any Servicing Function Participant engaged by any such party to
furnish, and the Master Servicer shall use reasonable effort to cause each
Servicer to furnish with respect to such Servicer and each Servicing Function
Participant engaged by such Servicer and identified to the Master Servicer, at
such party's expense, to the Master Servicer, not later than March 5 of each
year, or if such day is not a Business Day, the next Business Day (with a 10 day
cure period, but in no event later than March 15), commencing in March 2008, a
copy of a report, followed by a hard copy to the Master Servicer within 10
calendar days, signed by an authorized officer of the Master Servicer, the
Trustee, the Custodian, the Servicing Function Participant, the Special Servicer
(if applicable) or the applicable Servicer, as applicable, on assessment of
compliance with, at a minimum, the Relevant Servicing Criteria that contains:

(i) a statement by such party of its responsibility for assessing
compliance with the Servicing Criteria applicable to it;

(ii) a statement that such party used the Servicing Criteria
applicable to it to assess compliance with the Servicing Criteria;

(iii) such party's assessment of compliance with the Servicing
Criteria applicable to it as of and for the preceding fiscal year,
including, if there had been any material instance of noncompliance with
the Servicing Criteria applicable to it, identifying each such failure and
the nature and status thereof; and

(iv) a statement that a registered public accounting firm has issued
an attestation report on such party's assessment of compliance with the
Servicing Criteria applicable to it as of and for the preceding fiscal
year;

provided, however that no such assessment shall be required with respect to any
Servicing Function Participant who would not be considered a separate "party
participating in the servicing function" for purposes of Item 1122 of Regulation
AB, as then interpreted by the Commission. In the event of any disagreement
among any of the parties hereto regarding the application of the Commission's
interpretation to a particular Servicing Function Participant, the determination
of the Master Servicer shall be binding.

No later than 30 days following the end of each fiscal year, the
Master Servicer shall forward to the Depositor the name of each Servicing
Function Participant engaged by it and what Relevant Servicing Criteria will be
addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Master Servicer submits its assessments to the
Depositor, it will also at such time include the assessment (and attestation
pursuant to Section 3.11(b)) of each Servicing Function Participant engaged by
it.

No later than 30 days following the end of each fiscal year, each of
the Trustee, any Special Servicer (if applicable) and the Custodian (so long as
the Custodian is not the Master Servicer) shall forward to the Master Servicer
the name of each Servicing Function Participant engaged by it and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Trustee, any Special
Servicer (if applicable) and the Custodian (so long as the Custodian is not the
Master Servicer) submit their assessments to the Master Servicer, each such
party will also at such time include the assessment (and attestation pursuant to
Section 3.11(b)) of each Servicing Function Participant engaged by it.

The Master Servicer shall confirm that the assessments address the
Relevant Servicing Criteria for each party as set forth on Exhibit R or in the
applicable Servicing Agreement or the applicable Special Servicing Agreement and
shall notify the Depositor of any exceptions and deliver the assessment of
compliance containing such exceptions. Promptly after receipt of each such
report on assessment of compliance, the Depositor shall review each such report
and, if applicable, consult with the Master Servicer, the Trustee, the
Custodian, any Special Servicer (if applicable) and any Servicing Function
Participant as to the nature of any material instance of noncompliance with the
Relevant Servicing Criteria by the Master Servicer, the Trustee, the Custodian,
any Servicer, any Special Servicer (if applicable), or any Servicing Function
Participant engaged by such parties.

(b) The Master Servicer, at its own expense, shall cause a
registered public accounting firm which is a member of the Institute of
Certified Public Accountants to furnish to the Depositor, and each of the
Trustee, the Custodian and any Special Servicer (if applicable) at their own
expense, shall cause, and shall cause any Servicing Function Participant engaged
by any such party from which an assessment of servicing compliance is required
pursuant to Section 3.11 (a), at such party's expense, to cause, and the Master
Servicer shall use reasonable efforts to cause each Servicer, at such Servicer's
expense, with respect to such Servicer and each Servicing Function Participant
engaged by such Servicer and identified to the Master Servicer, to cause a
registered public accounting firm which is a member of the Institute of
Certified Public Accountants to furnish to the Master Servicer, not later than
March 5 of each year, or if such day is not a Business Day, the next Business
Day (with a 10 calendar day cure period, but in no event later than March 15),
commencing in March 2008, an electronic report (with a hard copy to follow
within 10 calendar days) to the effect that (i) it has obtained a representation
regarding certain matters from the management of such party, which includes an
assertion that such party has complied with the Relevant Servicing Criteria, and
(ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the Public Company
Accounting Oversight Board, it is expressing an opinion as to whether such
party's assessment of compliance with the Relevant Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion
regarding such party's assessment of compliance with the Relevant Servicing
Criteria. In the event that an overall opinion cannot be expressed, such
registered public accounting firm shall state in such report why it was unable
to express such an opinion. Such report must be available for general use and
not contain restricted use language. If requested by the Master Servicer or the
Depositor, such report shall contain or be accompanied by a consent of such
accounting firm to inclusion or incorporation of such report in the Depositor's
Registration Statement on Form S-3 relating to the Certificates and the Trust's
Form 10-K.

Promptly after receipt of such report from the Master Servicer, the
Depositor shall review the report and, if applicable, consult with the Master
Servicer if any such report (i) states that the party's assessment of compliance
was not fairly stated in a material respect or (ii) is unable to state an
overall opinion.

Promptly after receipt of such report from the Trustee, the
Custodian, the applicable Servicer, the Special Servicer (if applicable), or any
Servicing Function Participant engaged by such parties, the Master Servicer
shall review the report and shall promptly notify the Depositor if any such
report (i) states that the party's assessment of compliance was not fairly
stated in a material respect or (ii) is unable to state an overall opinion and
the Depositor shall promptly review each such report and the Depositor and the
Master Servicer shall consult with the parties to which such report relates.

The Master Servicer shall make available any report from the Master
Servicer, the Trustee, the Custodian, the applicable Servicer, the Special
Servicer (if applicable), or any Servicing Function Participant furnished
pursuant to Section 3.05 and this Section 3.11, as well as any documents
incorporated by reference into the Prospectus (to the extent such documents are
either in its possession or have been filed with the Commission), to any
Certificateholder requesting such information.

Section 3.12 Exchange Act Reports.

(a) Within 15 days after each Distribution Date, the Master Servicer
shall prepare, an authorized officer of the Master Servicer shall sign, and the
Master Servicer shall file with the Commission, on behalf of the Trust, any Form
10-D required by the Exchange Act, in form and substance as required by the
Exchange Act. The Master Servicer shall file each Form 10-D with a copy of the
related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D
("Additional Form 10-D Disclosure") shall be reported by the parties set forth
on Exhibit S and directed and approved by the Depositor, and the Master Servicer
will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-D Disclosure (other than with respect to itself) absent
such reporting, direction and approval. If a Form 10-D cannot be filed on time
or if a previously filed Form 10-D needs to be amended, the Master Servicer will
follow the procedures set forth in Section 3.12(d). Promptly (but no later than
1 Business Day) after filing with the Commission, the Master Servicer will make
available on its internet website a final executed copy of each Form 10-D.

For so long as the Trust is subject to the Exchange Act reporting
requirements, within five (5) calendar days (or, solely in the case of Item 7 of
Exhibit S, the greater of five (5) calendar days or three (3) Business Days)
after the related Distribution Date, the parties identified on Exhibit S shall
(i) provide to the Master Servicer and the Depositor, to the extent known by a
Responsible Officer, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Master Servicer and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable and (ii) include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification
in the form attached hereto as Exhibit V, and the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Master Servicer has no duty
under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit S of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-D Disclosure; except that the
Master Servicer shall enforce the obligations of the Servicers under the
Servicing Agreements. After preparing the Form 10-D, if the Form 10-D contains
any Additional Form 10-D Disclosure, the Master Servicer shall forward
electronically a draft copy of the Form 10-D to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(a) relating to the timely preparation and
filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
3.12(a). The Master Servicer shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 10-D, where such failure results from the Master
Servicer's inability or failure to receive, on a timely basis, any information
from any other party hereto, any Servicer, the Custodian or any Special Servicer
(if applicable) needed to prepare, arrange for execution or file such Form 10-D,
not resulting from its own negligence, bad faith or willful misconduct. The
Depositor will be responsible for any reasonable fees assessed and expenses
incurred by the Master Servicer in connection with including any Additional Form
10-D Disclosure on Form 10-D pursuant to this paragraph.

(b) Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (it being understood
that the fiscal year for the Trust ends on December 31st of each year),
commencing in March 2008, the Master Servicer shall prepare, a senior officer of
the Master Servicer in charge of the master servicing function shall sign, and
the Master Servicer shall file with the Commission, on behalf of the Trust, a
Form 10-K, in form and substance as required by the Exchange Act. Each such Form
10-K shall include the following items, in each case to the extent they have
been delivered to the Master Servicer within the applicable timeframes set forth
in this Agreement, the related Servicing Agreements, the Custodial Agreement or,
if applicable, the Special Servicing Agreement:

(i) an annual compliance statement for the Master Servicer, any
Additional Master Servicer and each Servicer, as described under Section
3.05;

(ii) (A) the annual reports on assessment of compliance with
servicing criteria for the Master Servicer, the Trustee, each Servicer,
the Custodian, any Special Servicer (if applicable), and each Servicing
Function Participant, as described under Section 3.11(a), and (B) if any
party's report on assessment of compliance with Servicing Criteria
described under Section 3.11(a) identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or
if any party's report on assessment of compliance with servicing criteria
described under Section 3.11(a) is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation of
why such report is not included;

(iii) (A) the registered public accounting firm attestation report
for each of the Master Servicer, the Trustee, each Servicer, the
Custodian, any Special Servicer (if applicable), and each Servicing
Function Participant, as described under Section 3.11(b), and (B) if any
registered public accounting firm attestation report described under
Section 3.11(b) identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any such
registered public accounting firm attestation report is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and
an explanation of why such report is not included; and

(iv) a certification, signed by a senior officer of the Master
Servicer in charge of the master servicing function, in the form attached
hereto as Exhibit P or in such other form as may be required by Rules
13a-14 and 15d-14 under the Exchange Act, as applicable, and any
directives or interpretations thereof by the Commission (the
"Sarbanes-Oxley Certification").

Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit T and directed and approved by the Depositor, and the
Master Servicer will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-K Disclosure (other than with
respect to itself) absent such reporting, direction and approval. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended,
the Master Servicer will follow the procedures set forth in Section 3.12(d).
Promptly (but no later than 1 Business Day) after filing with the Commission,
the Master Servicer will make available on its internet website a final executed
copy of each Form 10-K.

No later than March 5 (with a 10 calendar day cure period, but in no
event later than March 15) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in March 2008, (i) the parties
identified on Exhibit T shall provide to the Master Servicer and the Depositor,
to the extent known by a Responsible Officer, in EDGAR-compatible format, or in
such other format as otherwise agreed upon by the Master Servicer and such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable, and (ii) the parties identified on Exhibit T shall include with such
Additional Form 10-K Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit V, and the Depositor will approve, as to form
and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-K Disclosure on Form 10-K. The Master Servicer has no duty
under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit T of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information;
except that the Master Servicer shall enforce the obligations of the Servicers
under the Servicing Agreements. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Master Servicer in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.

After preparing the Form 10-K, if the Form 10-K contains any
Additional Form 10-K Disclosure, the Master Servicer shall forward
electronically a draft copy of the Form 10-K to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(b) relating to the timely preparation and
filing of Form 10-K is contingent upon such parties strictly observing all
applicable timeframes in the performance of their duties under Sections 3.05,
3.11 or this Section 3.12(b). The Master Servicer shall have no liability for
any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 10-K, where such failure
results from the Master Servicer's inability or failure to obtain or receive, on
a timely basis, any information from any other party hereto, any Servicer, any
Special Servicer (if applicable) or the Custodian needed to prepare, arrange for
execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.

(c) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
directed by the Depositor, the Master Servicer shall prepare, an authorized
officer of the Master Servicer shall sign, and the Master Servicer shall file
with the Commission, on behalf of the Trust, any Form 8-K, as required by the
Exchange Act, provided that the Depositor shall prepare and file the initial
Form 8-K in connection with the issuance of the Certificates. Any disclosure or
information related to a Reportable Event or that is otherwise required to be
included on Form 8-K ("Form 8-K Disclosure Information") shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Exhibit U
and directed and approved by the Depositor, and the Master Servicer will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than with respect to itself) absent such
reporting, direction and approval. If a Form 8-K cannot be filed on time or if a
previously filed Form 8-K needs to be amended, the Master Servicer will follow
the procedures set forth in Section 3.12(d). Promptly (but no later than 1
Business Day) after filing with the Commission, the Master Servicer will, make
available on its internet website a final executed copy of each Form 8-K.

For so long as the Trust is subject to the Exchange Act reporting
requirements, no later than the end of business on the second Business Day after
the occurrence of a Reportable Event (i) the parties identified on Exhibit U
shall provide to the Master Servicer and the Depositor, to the extent known by a
Responsible Officer, in EDGAR-compatible form, or in such other form as
otherwise agreed upon by the Master Servicer and such party, the form and
substance of any Form 8-K Disclosure Information, if applicable, and (ii) the
parties identified on Exhibit U shall include with such Additional Form 8-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as
Exhibit V and the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Master Servicer has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit U of their
duties under this paragraph or proactively solicit or procure from such parties
any Form 8-K Disclosure Information; except that the Master Servicer shall
enforce the obligations of the Servicers under the Servicing Agreements. The
Depositor will be responsible for any reasonable fees and expenses assessed or
incurred by the Master Servicer in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph.

After preparing the Form 8-K, the Master Servicer shall forward
electronically a draft copy of the Form 8-K to the Depositor for review. Each
party to this Agreement acknowledges that the performance by the Master Servicer
of its duties under this Section 3.12(c) relating to the timely preparation and
filing of Form 8-K is contingent upon such party strictly observing all
applicable timeframes in the performance of its duties under this Section
3.12(c). The Master Servicer shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file such Form 8-K, where such failure results from the Master
Servicer's inability or failure to obtain or receive, on a timely basis, any
information from any other party hereto, any Servicer, the Custodian or any
Special Servicer (if applicable) needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful
misconduct.

(d) In the event that the Master Servicer is unable to timely file
with the Commission all or any required portion of any Form 8-K, 10-D or 10-K
required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Master Servicer will
promptly notify the Depositor and, in the case of Form 10-D or 10-K, the Master
Servicer will prepare, sign and file a Form 12b-25 pursuant to Rule 12b-25 of
the Exchange Act not later than the Business Day following the due date of the
applicable report. Within five days following the due date of any Form 10-D as
to which it has filed a Form 12b-25, the Master Servicer shall prepare, sign and
file the related Form 10-D. Within 15 days following the due date of any Form
10-K as to which it has filed a Form 12b-25, the Master Servicer shall prepare,
sign and file the related Form 10-K. In the case of Form 8-K, the Master
Servicer will, upon receipt of all required Form 8-K Disclosure Information and
at the direction of the Depositor, include such disclosure information on the
next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K
needs to be amended, the Master Servicer will notify the Depositor and each
party whose cooperation is required in connection with the preparation of such
amendment; provided however that such notice shall not be required in connection
with an amendment to Form 10-D due to a revision made to any Distribution Date
Statement. The parties to this Agreement acknowledge that the performance by the
Master Servicer of its duties under this Section 3.12(d) related to the timely
preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or
10-K is contingent upon each such party performing its duties under this
Section. The Master Servicer shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, 10-D or
10-K, where such failure results from the Master Servicer's inability or failure
to obtain or receive, on a timely basis, any information from any other party
hereto, any Servicer, the Custodian or any Special Servicer (if applicable)
needed to prepare, arrange for execution or file such Form 12b-25 or any
amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence,
bad faith or willful misconduct.

(e) On or prior to January 30 of the first year in which the Master
Servicer is able to do so under applicable law, the Master Servicer shall
prepare, an authorized officer of the Master Servicer shall sign, and the Master
Servicer shall file with the Commission, on behalf of the Trust, a Form 15
relating to the automatic suspension of reporting in respect of the Trust under
the Exchange Act. At the beginning of any year after the filing of a Form 15, if
the number of Certificateholders of record exceeds the number set forth in
Section 15(d) of the Exchange Act or the regulations promulgated pursuant
thereto which would cause the Trust to again become subject to the reporting
requirements of the Exchange Act, the Master Servicer shall recommence preparing
and filing reports on Form 10-D, 10-K and 8-K as required pursuant to this
Section.

(f) To the extent the Master Servicer is obligated to give any
notice to the Depositor pursuant to this Section 3.12, such notice may,
notwithstanding the provisions of Section 10.05 in this Agreement, be delivered
via facsimile to 301-816-8152 or via electronic mail to
Structuredfinance-frederick@wellsfargo.com.

<PAGE>

ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;
PAYMENTS TO CERTIFICATEHOLDERS;
STATEMENTS AND REPORTS

Section 4.01 Distributions.

(a) On each Distribution Date, the Pool Distribution Amount will be
applied in the following amounts, to the extent the Pool Distribution Amount is
sufficient therefor, in the manner and in the order of priority as follows:

first, to the Classes of Class A Certificates, pro rata, based upon
their respective Interest Accrual Amounts, in an aggregate amount up to the
Class A Interest Accrual Amount with respect to such Distribution Date;

second, to the Classes of Class A Certificates, pro rata, based upon
their respective Class A Unpaid Interest Shortfalls in an aggregate amount up to
the Aggregate Class A Unpaid Interest Shortfall;

third, concurrently, to the Class A Certificates (other than the
Class A-PO Certificates) and the Class A-PO Certificates, pro rata, based on
their respective Class A Non-PO Optimal Principal Amount and Class A-PO Optimal
Principal Amount, (1) to the Classes of Class A Certificates (other than the
Class A-PO Certificates), in an aggregate amount up to the Class A Non-PO
Optimal Principal Amount, such distribution to be allocated among such Classes
in accordance with Section 4.01(b) or Section 4.01(c), as applicable, and (2) to
the Class A-PO Certificates in an amount up to the Class A-PO Optimal Principal
Amount;

fourth, to the Class A-PO Certificates in an amount up to the Class
A-PO Deferred Amount from amounts otherwise