POOLING AND SERVICING AGREEMENT

Execution Copy

ACE SECURITIES CORP.,

 as Depositor,

WELLS FARGO BANK, N.A.

as Master Servicer and Securities Administrator,

CLAYTON FIXED INCOME SERVICES INC.,

as Credit Risk Manager,

and

HSBC BANK USA, NATIONAL ASSOCIATION

as Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2007

_____________________

Mortgage Pass-Through Certificates

Series 2007-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

30

Section 1.1

Definitions.

30

Section 1.2

Allocation of Certain Interest Shortfalls.

90

Section 1.3

Rights of the NIMS Insurer.

91

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

92

Section 2.1

Conveyance of Trust Fund.

92

Section 2.2

Acceptance by Trustee.

93

Section 2.3

Repurchase or Substitution of Loans.

94

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as REMIC Regular and

Residual Interests.

96

Section 2.5

Representations and Warranties of the Master Servicer.

97

Section 2.6

Conveyance of Subsequent Loans

98

Section 2.7

Establishment of the Trust.

101

Section 2.8

Purpose and Powers of the Trust.

101

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

102

Section 3.1

Master Servicer.

102

Section 3.2

REMIC-Related Covenants.

103

Section 3.3

Monitoring of Servicers.

103

Section 3.4

Fidelity Bond.

106

Section 3.5

Power to Act; Procedures.

106

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

107

Section 3.7

Release of Mortgage Files.

107

Section 3.8

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

108

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

109

Section 3.10

Presentment of Claims and Collection of Proceeds.

109

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

109

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

110

Section 3.13

Realization Upon Defaulted Loans.

110

Section 3.14

Compensation for the Master Servicer.

110

Section 3.15

REO Property.

111

Section 3.16

Annual Statement as to Compliance.

112

Section 3.17

Assessments of Compliance.

113

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

114

Section 3.19

Annual Certification.

115

Section 3.20

Intention of the Parties and Interpretation and Additional Information;  Notice.

115

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

116

Section 3.22

Protected Accounts.

116

Section 3.23

Distribution Account.

117

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

119

Section 3.25

Reserve Fund.

120

Section 3.26

[Reserved].

121

Section 3.27

Pre-Funding Account

121

Section 3.28

Capitalized Interest Account .

123

Section 3.29

[Reserved.]

123

Section 3.30

Prepayment Penalty Verification.

123

Section 3.31

Reports Filed with Securities and Exchange Commission.

124

Section 3.32

Special Servicing.

130

Section 3.33

Purchase of Delinquent Loans.

131

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS;  ADVANCES; STATEMENTS AND REPORTS

132

Section 4.1

Distributions to Certificateholders.

132

Section 4.2

Allocation of Realized Losses.

152

Section 4.3

Statements to Certificateholders and the Auction Administrator.

153

Section 4.4

Advances.

157

Section 4.5

Compliance with Withholding Requirements.

157

Section 4.6

REMIC Distributions.

158

Section 4.7

Certificate Floor Account.

158

Section 4.8

[Reserved].

158

Section 4.9

Certificate Swap I Account

158

Section 4.10

Certificate Swap II Account

159

Section 4.11

Class I-A-3B Swap Account.

160

Section 4.12

Class I-A-4A Swap Account.

161

Section 4.13

Class II-A-1 Swap Account.

161

Section 4.14

Supplemental Interest Trust

162

Section 4.15

Collateral Accounts

162

Section 4.16

Class I-A-3C Swap Account.

163

ARTICLE V THE CERTIFICATES

165

Section 5.1

The Certificates.

165

Section 5.2

Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized

Denominations.

165

Section 5.3

Registration of Transfer and Exchange of Certificates.

166

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

171

Section 5.5

Persons Deemed Owners.

171

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK MANAGER

173

Section 6.1

Liability of the Depositor and the Master Servicer.

173

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

173

Section 6.3

Indemnification; Limitation on Liability of the Depositor, the Master Servicer, the Servicers, the

Securities Administrator and Others.

173

Section 6.4

Limitation on Resignation of the Master Servicer.

175

Section 6.5

Assignment of Master Servicing.

175

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

176

Section 6.7

Duties of the Credit Risk Manager

176

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

177

Section 6.9

Removal of the Credit Risk Manager.

177

ARTICLE VII DEFAULT

178

Section 7.1

Master Servicer Events of Default.

178

Section 7.2

Trustee to Act; Appointment of Successor.

180

Section 7.3

Notification to Certificateholders.

181

Section 7.4

Waiver of Master Servicer Events of Default.

181

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

182

Section 8.1

Duties of Trustee and Securities Administrator.

182

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

183

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

185

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

185

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

186

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

186

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

187

Section 8.8

Successor Trustee or Securities Administrator.

188

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

189

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

189

Section 8.11

Appointment of Office or Agency.

190

Section 8.12

Representations and Warranties of the Trustee.

190

Section 8.13

Auction Administration Agreement; Auction Swap Agreement.

191

Section 8.14

Insurance Agreement; Derivative Agreements.

192

ARTICLE IX TERMINATION

193

Section 9.1

Termination Upon Purchase or Liquidation of All Loans.

193

Section 9.2

Additional Termination Requirements.

196

ARTICLE X REMIC PROVISIONS

197

Section 10.1

REMIC Administration.

197

Section 10.2

Prohibited Transactions and Activities.

200

Section 10.3

Indemnification.

200

ARTICLE XI MISCELLANEOUS PROVISIONS

202

Section 11.1

Amendment.

202

Section 11.2

Recordation of Agreement; Counterparts.

203

Section 11.3

Limitation on Rights of Certificateholders.

204

Section 11.4

Governing Law.

204

Section 11.5

Notices.

205

Section 11.6

Severability of Provisions.

205

Section 11.7

Notice to Rating Agencies.

205

Section 11.8

Article and Section References.

206

Section 11.9

Grant of Security Interest.

206

Section 11.10

Third Party Rights.

207

ARTICLE XII THE CLASS I-A-4A CERTIFICATE INSURANCE POLICY AND THE CLASS I-A-4A

CERTIFICATE INSURER

Section 12.1

The Class I-A-4A Certificate Insurance Policy.

Section 12.2

Rights of the Class I-A-4A Certificate Insurer.

EXHIBITS

This Pooling and Servicing Agreement, dated and effective as of June 1, 2007 (this “Agreement”), is executed by and among ACE Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and as securities administrator (the “Securities Administrator”), Clayton Fixed Income Services Inc., as credit risk manager (the “Credit Risk Manager”), and HSBC Bank USA, National Association, as trustee (the “Trustee”).  Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund.  The Trust Fund will consist of a segregated pool of assets comprised of the Loans and certain other assets. On the Closing Date, the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates.  The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Loans and the issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund.  All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and the Class I-A-4A Certificate Insurer.  The Depositor, the Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

The Certificates issued hereunder, other than the Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus Supplement dated June 29, 2007 to a Prospectus dated June 11, 2007 (together, the “Prospectus”).  The Trust Fund created hereunder is intended to be the “Trust” as described in the Prospectus and the Certificates are intended to be the “Certificates” described therein.

The Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII and REMIC IX be treated as a REMIC under Section 860D of the Code.  Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.  The assets of REMIC I shall include the Loans, the accounts (other than the Certificate Floor Account, the Certificates Swap I Account, the Certificate Swap II Account, the Class I-A-3B Swap Account, the Class I-A-3C Swap Account, the Class I-A-4A Swap Account, the Class II-A-1 Swap Account, the Reserve Fund, the Collateral Accounts, the Pre-Funding Account and the Capitalized Interest Account), any REO Property, and any proceeds of the foregoing.  The REMIC I Regular Interests shall constitute the assets of REMIC II.  The REMIC II Regular Interests shall constitute the assets of REMIC III.  The REMIC III Regular Interests shall constitute the assets of REMIC IV.  The REMIC IV Regular Interests shall constitute the assets of REMIC V.  The REMIC V Regular Interests shall constitute the assets of REMIC VI.  The REMIC VI Regular Interests shall constitute the assets of REMIC VII.  The REMIC VII Regular Interests shall constitute the assets of REMIC VIII.  The REMIC VIII Regular Interests shall constitute the assets of REMIC IX (the “Master REMIC”).  The Class R Certificate shall represent ownership of the sole class of residual interest in each REMIC formed hereby.  For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each regular interest created hereby shall be the 36th month following the latest maturity date of any Loan held in the Trust on the Closing Date.

REMIC I:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC I, each of which (other than the R-I interest) is hereby designated as a regular interest in REMIC I (the “REMIC I Regular Interests”):

____________________

(1)

This interest shall have an initial principal balance equal to the aggregate Principal Balance of the Loans (other than any Subsequent Loans) as of the Cut-Off Date.

(2)

This interest shall bear interest at a rate equal to the weighted average of the Net Mortgage Rate of the Loans, computed without regard to any Subsequent Loans for the first three Distribution Dates but adjusted to take into account Aggregate Insurer Premium payments (the “REMIC I Net WAC Rate”).

(3)

This interest shall have an initial principal balance equal to the Original Pre-Funded Amount.

(4)

For the first three Distribution Dates, this interest shall not bear interest.  Thereafter, this interest shall bear interest at the REMIC I Net WAC Rate.

(5)

This interest shall be an interest-only interest.  For the first three Distribution Dates, this interest shall be entitled to receive all interest that accrues on the Subsequent Loans.

(6)

The R-I interest shall not have a principal balance and shall not bear interest.  The R-I interest is hereby designated as the sole class of residual interest in REMIC I.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC I based on the above-described interest rates.

On each Distribution Date, principal shall be distributed, and Realized Losses in respect of the Loans shall be allocated, among the interests in REMIC I in the following order of priority:

(a)

First, to the T1-P&I interest, all such amounts relating to the Loans other than the Subsequent Loans; and

(b)

Second, to the T1-Subs-PO, all such amounts relating to the related Subsequent Loans.

On each Distribution Date, all Trust Prepayment Charges received in respect of the Subsequent Loans shall be allocated to the T1-Subs-PO interest, and all other Trust Prepayment Charges received in respect of the Loans shall be allocated to the T1-P&I interest.

REMIC II:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC II, each of which (other than the R-II interest) is hereby designated as a regular interest in REMIC II (the “REMIC II Regular Interests”):

____________________

(1)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the T2-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC I other than any interest-only regular interest (the “REMIC II Net WAC Rate”).

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) 11.035%, and (ii) the product of (a) the REMIC II Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the REMIC II Net WAC Rate and (b) 2, over (ii) 11.035%.

(4)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T1-Subs-IO interest.

(5)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC I Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC II Regular Interests.

(6)

The R-II interest shall not have a principal balance and shall not bear interest.  The R-II interest is hereby designated as the sole class of residual interest in REMIC II.  

(7)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC II based on the above-described interest rates.

On each Distribution Date, all Realized Losses and all payments of principal in respect of Loans shall be allocated in the following order of priority:

(a)

First, to the T2-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

Second, sequentially, to the other REMIC II Regular Interests in ascending order of their numerical designation, and, with respect to each pair of REMIC II Regular Interests having the same numerical designation, in equal amounts to each such REMIC II Regular Interest, until the principal balance of each is reduced to zero.

REMIC III:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC III, each of which (other than the R-III interest) is hereby designated as a regular interest in REMIC III (the “REMIC III Regular Interests”):

____________________

(1)

The interest rate (the “REMIC III Net WAC Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for the T3-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC II provided , however , for any Distribution Date on which the Class T3-IO-1 Interest is entitled to a portion of the interest accruals on a REMIC II Regular Interest having an “F” in its class designation, as described in footnote 8 below, such weighted average shall be computed by first subjecting the rate on such REMIC II interest to a cap equal to the product of the interest rate used to compute the Certificate Swap I Provider Payment adjusted to reflect the day count convention used for such interest rate for such Distribution Date and 2 (“Certificate Swap I LIBOR”).

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) 11.50%, and (ii) the product of (a) the REMIC III Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for each of these Lower Tier Interests shall be the excess, if any, of (i) the product of (a) the REMIC III Net WAC Rate and (b) 2, over (ii) 11.50%.

(4)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T2-Subs-IO interest.

(5)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC II Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC III Regular Interests.

(6)

The R-III interest shall not have a principal balance and shall not bear interest.  The R-III interest is hereby designated as the sole class of residual interest in REMIC III.  

(7)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(8)

The Class T3-IO-1 is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class T3-IO-1 shall be entitled to interest accrued on the REMIC II Regular Interest listed in  the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC II Regular Interest for such Distribution Date over (ii) the Certificate Swap I LIBOR for such Distribution Date.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC III based on the above-described interest rates.

On each Distribution Date, all Realized Losses and all payments of principal in respect of Loans shall be allocated in the following order of priority:

(a)

First, to the T3-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

Second, sequentially, to the other REMIC III Regular Interests in ascending order of their numerical designation, and, with respect to each pair of REMIC III Regular Interests having the same numerical designation, in equal amounts to each such REMIC III Regular Interest, until the principal balance of each is reduced to zero.

REMIC IV:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC IV, each of which (other than the R-IV interest) is hereby designated as a regular interest in REMIC IV (the “REMIC IV Regular Interests”):

___________________

(1)

The interest rate (the “REMIC IV Net WAC Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for the T4-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC III provided , however , that for any Distribution Date on which the Class T4-IO-2 Interest is entitled to a portion of the interest accruals on a REMIC III Regular Interest having an “F” in its class designation, as described in footnote 7 below, such weighted average shall be computed by first subjecting the rate on such REMIC III interest to a cap equal to the product of the interest rate used to compute the Certificate Swap II Provider Payment adjusted to reflect the day count convention used for such interest rate for such Distribution Date and 2 (“Certificate Swap II LIBOR”).

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the Class I-A-3B REMIC Swap Rate, and (ii) the product of (a) the REMIC IV Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for this Lower Tier Interest shall be the excess, if any, of (i) the product of (a) the REMIC IV Net WAC Rate and (b) 2, over (ii) the Class I-A-3B REMIC Swap Rate.

(4)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC III Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC IV Regular Interests.

(5)

The R-IV interest shall not have a principal balance and shall not bear interest.  The R-IV interest is hereby designated as the sole class of residual interest in REMIC IV.  

(6)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(7)

The Class T4-IO-2 is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class T4-IO-2 shall be entitled to interest accrued on the REMIC III Regular Interest listed in  the second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC III Regular Interest for such Distribution Date over (ii) the Certificate Swap II LIBOR for such Distribution Date.

(8)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T3-Subs-IO interest.

(9)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T3-IO-1 interest.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC IV based on the above-described interest rates.

On each Distribution Date, distributions of principal on the interests in REMIC IV shall be allocated in the following order of priority:

(a)

First, to the T4-F1 and T4-V1 interests, in equal amounts, until their aggregate principal balance equals the Principal Balance of the Class I-A-3B Certificates, and

(b)

Second, to the T4-A interest until the outstanding principal balance of such interest is reduced to zero.

REMIC V:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC V, each of which (other than the R-V interest) is hereby designated as a regular interest in REMIC V (the “REMIC V Regular Interests”):

___________________

(1)

The interest rate (the “REMIC V Net WAC Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for the T5-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC IV provided , however , that for any Distribution Date on which the Class T5-IO-3 Interest is entitled to a portion of the interest accruals on the T4-F1 interest, such weighted average shall be computed by first subjecting the rate on such REMIC IV interest to a cap equal to the product of the interest rate used to compute the Class I-A-3B Swap Provider Payment adjusted to reflect the day count convention used for such interest rate (“Class I-A-3B Swap LIBOR”) for such Distribution Date and 2.

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the Class I-A-3C REMIC Swap Rate, and (ii) the product of (a) the REMIC V Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for this Lower Tier Interest shall be the excess, if any, of (i) the product of (a) the REMIC V Net WAC Rate and (b) 2, over (ii) the Class I-A-3C REMIC Swap Rate.

(4)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC IV Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC V Regular Interests.

(5)

The R-V interest shall not have a principal balance and shall not bear interest.  The R-V interest is hereby designated as the sole class of residual interest in REMIC V.  

(6)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(7)

The Class T5-IO-3 is an interest only class that does not have a principal balance.  For each Distribution Date on which the Class I-A-3B Certificates are outstanding, the Class T5-IO-3 shall be entitled to interest accrued on the T4-F1 interest at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC IV Regular Interest for such Distribution Date over (ii) the product of the Class I-A-3B Swap LIBOR for such Distribution Date, and 2.

(8)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T4-Subs-IO interest.

(9)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T4-IO-1 interest.

(10)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T4-IO-2 interest.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC V based on the above-described interest rates.

On each Distribution Date, distributions of principal on the interests in REMIC V shall be allocated in the following order of priority:

(a)

First, to the T5-F1 and T5-V1 interests, in equal amounts, until their aggregate principal balance equals the Principal Balance of the Class I-A-3C Certificates, and

(b)

Second, to the T5-A interest until the outstanding principal balance of such interest is reduced to zero.

REMIC VI:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC VI, each of which (other than the R-VI interest) is hereby designated as a regular interest in REMIC VI (the “REMIC VI Regular Interests”):

___________________

(1)

The interest rate (the “REMIC VI Net WAC Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for the T6-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC V provided , however , that for any Distribution Date on which the Class T6-IO-4 Interest is entitled to a portion of the interest accruals on the T5-F1 interest, such weighted average shall be computed by first subjecting the rate on such REMIC V interest to a cap equal to the product of the interest rate used to compute the Class I-A-3C Swap Provider Payment adjusted to reflect the day count convention used for such interest rate (“Class I-A-3C Swap LIBOR”) for such Distribution Date and 2.

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the Class I-A-4A REMIC Swap Rate, and (ii) the product of (a) the REMIC VI Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for this Lower Tier Interest shall be the excess, if any, of (i) the product of (a) the REMIC VI Net WAC Rate and (b) 2, over (ii) the Class I-A-4A REMIC Swap Rate.

(4)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC V Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC VI Regular Interests.

(5)

The R-VI interest shall not have a principal balance and shall not bear interest.  The R-VI interest is hereby designated as the sole class of residual interest in REMIC VI.  

(6)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(7)

The Class T6-IO-4 is an interest only class that does not have a principal balance.  For each Distribution Date on which the Class I-A-3C Certificates are outstanding, the Class T6-IO-4 shall be entitled to interest accrued on the T5-F1 interest at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC V Regular Interest for such Distribution Date over (ii) the product of the Class I-A-3C Swap LIBOR for such Distribution Date, and 2.

(8)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T5-Subs-IO interest.

(9)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T5-IO-1 interest.

(10)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T5-IO-2 interest.

(11)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T5-IO-3 interest.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC VI based on the above-described interest rates.

On each Distribution Date, distributions of principal on the interests in REMIC VI shall be allocated in the following order of priority:

(a)

First, to the T6-F1 and T6-V1 interests, in equal amounts, until their aggregate principal balance equals the Principal Balance of the Class I-A-4A Certificates, and

(b)

Second, to the T6-A interest until the outstanding principal balance of such interest is reduced to zero.

REMIC VII:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC VII, each of which (other than the R-VII interest) is hereby designated as a regular interest in REMIC VII (the “REMIC VII Regular Interests”):

___________________

(1)

The interest rate (the “REMIC VII Net WAC Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for the T7-A Interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC VI provided , however , that for any Distribution Date on which the Class T7-IO-5 Interest is entitled to a portion of the interest accruals on the T6-F1 interest, such weighted average shall be computed by first subjecting the rate on such REMIC VI interest to a cap equal to the product of the interest rate used to compute the Class I-A-4A Swap Provider Payment adjusted to reflect the day count convention used for such interest rate (“Class I-A-4A Swap LIBOR”) for such Distribution Date and 2.

(2)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the lesser of (i) the Class II-A-1 REMIC Swap Rate, and (ii) the product of (a) the REMIC VII Net WAC Rate and (b) 2.

(3)

For any Distribution Date (and the related Interest Accrual Period) the interest rate for this Lower Tier Interest shall be the excess, if any, of (i) the product of (a) the REMIC VII Net WAC Rate and (b) 2, over (ii) the Class II-A-1 REMIC Swap Rate.

(4)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC VI Regular Interests over (ii) the aggregate initial principal balance of all remaining REMIC VII Regular Interests.

(5)

The R-VII interest shall not have a principal balance and shall not bear interest.  The R-VII interest is hereby designated as the sole class of residual interest in REMIC VII.  

(6)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(7)

The Class T7-IO-5 is an interest only class that does not have a principal balance.  For each Distribution Date on which the Class I-A-4A Certificates are outstanding, the Class T7-IO-5 shall be entitled to interest accrued on the T6-F1 interest at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC VI Regular Interest for such Distribution Date over (ii) the product of the Class I-A-4A Swap LIBOR for such Distribution Date, and 2.

(8)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T6-Subs-IO interest.

(9)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T6-IO-1 interest.

(10)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T6-IO-2 interest.

(11)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T6-IO-3 interest.

(12)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T6-IO-4 interest.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC VII based on the above-described interest rates.

On each Distribution Date, distributions of principal on the interests in REMIC VII shall be allocated in the following order of priority:

(a)

First, to the T7-F1 and T7-V1 interests, in equal amounts, until their aggregate principal balance equals the Principal Balance of the Class II-A-1 Certificates, and

(b)

Second, to the T7-A interest until the outstanding principal balance of such interest is reduced to zero.

REMIC VIII:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC VIII, each of which (other than the R-VIII interest) is hereby designated as a regular interest in REMIC VIII (the “REMIC VIII Regular Interests”):

____________________

(1)

The interest rate for each of these interests (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) is a per annum rate equal to the weighted average of the interest rates on the REMIC VII Regular Interests (other than any interest-only regular interest), provided , however , that for any Distribution Date on which the Class T8-IO-6 Interest is entitled to a portion of the interest accruals on the T7-F1 interest, such weighted average shall be computed by first subjecting the rate on such REMIC VII interest to a cap equal to the product of the interest rate used to compute the Class II-A-1 Swap Provider Payment adjusted to reflect the day count convention used for such interest rate (“Class II-A-1 Swap LIBOR”) for such Distribution Date and 2.

(2)

The Class T8-IO-6 is an interest only class that does not have a principal balance.  For each Distribution Date on which the Class II-A-1 Certificates are outstanding, the Class T8-IO-6 shall be entitled to interest accrued on the T7-F1 interest at a per annum rate equal to the excess, if any, of (i) the interest rate for such REMIC VII Regular Interest for such Distribution Date over (ii) the product of the Class II-A-1 Swap LIBOR for such Distribution Date, and 2.

(3)

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

(4)

The R-VIII interest shall not have a principal amount and shall not bear interest.  The R-VIII interest is hereby designated as the sole class of residual interest in REMIC VIII.

(5)

This interest is a REMIC VIII Accretion Directed Class.

(6)

This interest shall have an initial principal balance equal to the excess of (i) the aggregate initial principal balance of the REMIC VII Regular Interests over (ii) the aggregate initial principal balance of the REMIC VIII Accretion Directed Classes.

(7)

This interest shall also be entitled to all Trust Prepayment Charges received in respect of the Loans.

(8)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-Subs-IO interest.

(9)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-IO-1 interest.

(10)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-IO-2 interest.

(11)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-IO-3 interest.

(12)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-IO-4 interest.

(13)

This interest shall be an interest-only interest.  This interest shall be entitled to receive all interest that accrues on the T7-IO-5 interest.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC VIII based on the above-described interest rates, provided however, that interest that accrues on the T8-Accrual Interest shall be deferred to the extent necessary to make the distributions of principal described below.  Any interest so deferred shall itself bear interest at the interest rate for the T8-Accrual Interest.

On each Distribution Date the principal distributed on the interests in REMIC VII (together with an amount equal to the interest deferred on the T8-Accrual Interest for such Distribution Date) shall be distributed, and Realized Losses in respect of the Loans shall be allocated, among the interests in REMIC VIII in the following order of priority:

(a)

First, to each interest in REMIC VIII having a Corresponding Class in the Master REMIC until the outstanding principal amount of each such interest equals one-half of the outstanding principal amount of such Corresponding Class for such interest immediately after such Distribution Date; and

(b)

Second, to the T8-Accrual Interest, any remaining amounts.

REMIC IX:

The following table sets forth characteristics of the interests in REMIC IX, each of which, except for the Class R-IX interest, is hereby designated as a “regular interest” in REMIC IX (the “REMIC IX Regular Interests”):

____________________

(1)

This interest shall have an initial principal balance equal to the Initial Certificate Principal Balance of its Corresponding Class of Certificates.

(2)

The T9-X interest has a notional balance equal to the aggregate initial principal balance of the REMIC VIII Regular Interests.  The interest rate of the T9-X interest shall be a rate sufficient to cause all net interest from the Loans to accrue on the T9-X interest that is in excess of the total amount of interest that accrues on each other regular interest in REMIC IX.  For any Distribution Date, the interest rate in respect of the T9-X interest shall be the excess of: (i) the weighted average interest rate of all interests in REMIC VIII (other than any interest-only regular interests) over (ii) the product of: (A) two and (B) the weighted average interest rate of the REMIC VIII Accretion Directed Classes and the T8-Accrual Interest, where the T8-Accrual Interest is subject to a cap equal to zero and each REMIC VIII Accretion Directed Class is subject to a cap equal to the related Pass-Through Rate on its Corresponding Class of Certificates, provided that , for purposes of determining the Pass-Through Rate, (i) the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof and (ii) the margin of the Pass-Through Rate of each of the Class I-A-3B, Class I-A-3C, Class I-A-4A and Class II-A-1 Certificates shall be computed as if the Class I-A-3B Swap Agreement, the Class I-A-3C Swap Agreement, the Class I-A-4A Swap Agreement and the Class II-A-1 Swap Agreement, respectively, had been terminated.  The T9-X interest shall also be entitled to principal equal to the excess of the sum of the aggregate Principal Balance of the Loans as of the Cut-Off Date and the Original Pre-Funded Amount over the aggregate Initial Certificate Principal Balance of the other Certificates as of the Closing Date.  Such principal balance shall not bear interest.  In addition, the T9-X interest shall be entitled to receive interest accrued on the Class T8-I-A-3B, Class T8-I-A-3C, Class T8-I-A-4A and Class T8-II-A-1 interests at a per annum rate equal to 0.14%, 0.14%, 0.24% and 0.16% per annum, respectively, on or before the first related Optional Termination Date and 0.28%, 0.28%, 0.48% and 0.32%, respectively, thereafter.  Finally, the T9-X Interest shall be entitled to receive all amounts payable on the T8-Subs-IO, T8-IO-1, T8-IO-2, T8-IO-3, T8-IO-4, T8-IO-5 and T8-IO-6 interests.

(3)

This interest shall bear interest at the Pass-Through Rate for its Corresponding Class of Certificates, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the applicable Net WAC Pass-Through Rate in the definition thereof and, in the case of the Class I-A-3B, Class I-A-3C, Class I-A-4A and Class II-A-1 Certificates, such rate shall be determined as if each of the Class I-A-3B Swap Agreement, the Class I-A-3C Swap Agreement, the Class I-A-4A Swap Agreement and the Class II-A-1 Swap Agreement had been terminated.

(4)

The T9-P interest shall not be entitled to payments of interest, but shall be entitled to receive all Trust Prepayment Charges in respect of the Loans.  

(5)

REMIC IX shall also issue the R-IX interest, which shall not have a principal amount and shall not bear interest.  The R-IX interest is hereby designated as the sole class of residual interest in REMIC IX.

(6)

For purposes of the REMIC Provisions, the Class of Certificates corresponding to an interest in the Master REMIC shall represent beneficial ownership of such interest in the Master REMIC.  Any amount distributed on a Corresponding Class of Certificates on any Distribution Date in excess of the amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates shall be treated as having been paid from the Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates on such Distribution Date in excess of the amount distributable on that Class of Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.1 hereof.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC IX based on the above-described interest rates.

On each Distribution Date, the principal distributed on the REMIC VIII interests shall be distributed, and Realized Losses in respect of the Loans shall be allocated, among the interests in REMIC IX in an amount equal to the principal distributions and Realized Loss allocations for such Distribution Date with respect to the Corresponding Class of Certificates related to such interests, determined without regard to the Certificate Swap I Agreement, the Certificate Swap II Agreement, the Class I-A-3B Swap Agreement, the Class I-A-3C Swap Agreement, the Class I-A-4A Swap Agreement or the Class II-A-1 Swap Agreement.

The Certificates:

The following table irrevocably sets forth the designations, initial Certificate Principal Balance or Notional Amount and Pass-Through Rate for each Class of Certificates:

___________________

(1)

Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the 36 ^th month following the maturity date for the Loan held in the Trust on the Closing Date with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.

(2)

The Pass-Through Rate for each Class A Certificate and each Class M Certificate, and each Component, are as set forth in the definition of  “Pass-Through Rate” herein.  

(3)

The Class A-5 Certificates will be deemed for purposes of the distribution of interest and principal, and any other distributions, and the allocation of Realized Losses to consist of two Components as described under “Components” in the table aboce.  The Class A-5 Certificates will be entitled to all distributions of principal of and interest on the Class I-A-5 and Clss II-A-5 Components.  The Components are not severable.

(4)

The Class CE Certificates will not accrue interest on its Certificate Principal Balance.  For federal income tax purposes, the Class CE Certificates shall be entitled to 100% of amounts distributed on the T9-X interest in the Master REMIC.

(5)

 The Class P and Class R Certificates will not accrue interest.

W I T N E S S E T H

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

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

Auction Certificates

The Class II-A-1 Certificates.

Book-Entry Certificates