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-OA4

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

Section 1.1

Definitions.

2

Section 1.2

Allocation of Certain Interest Shortfalls.

2

Section 1.3

Rights of the NIMS Insurer.

2

ARTICLE II
CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1

Conveyance of Trust Fund.

2

Section 2.2

Acceptance by Trustee.

2

Section 2.3

Repurchase or Substitution of Loans.

2

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as

REMIC Regular and Residual Interests.

2

Section 2.5

Representations and Warranties of the Master Servicer.

2

Section 2.6

[Reserved].

2

Section 2.7

Establishment of the Trust.

2

Section 2.8

Purpose and Powers of the Trust.

2

Section 2.9

Tax Status and Reporting for Class CE-2 and Class CE-3 Certificates.

2

ARTICLE III
ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1

Master Servicer.

2

Section 3.2

REMIC-Related Covenants.

2

Section 3.3

Monitoring of Servicers.

2

Section 3.4

Fidelity Bond.

2

Section 3.5

Power to Act; Procedures.

2

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

2

Section 3.7

Release of Mortgage Files.

2

Section 3.8

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

for Trustee.

2

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

2

Section 3.10

Presentment of Claims and Collection of Proceeds.

2

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

2

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

2

Section 3.13

Realization Upon Defaulted Loans.

2

Section 3.14

Compensation for the Master Servicer.

2

Section 3.15

REO Property.

2

Section 3.16

Annual Statement as to Compliance.

2

Section 3.17

Assessments of Compliance.

2

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

2

Section 3.19

Annual Certification.

2

Section 3.20

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

2

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

2

Section 3.22

Protected Accounts.

2

Section 3.23

Distribution Account.

2

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

2

Section 3.25

Reserve Fund.

2

Section 3.26

[Reserved].

2

Section 3.27

[Reserved].

2

Section 3.28

[Reserved].

2

Section 3.29

[Reserved].

2

Section 3.30

Prepayment Penalty Verification.

2

Section 3.31

Reports Filed with Securities and Exchange Commission.

2

Section 3.32

Special Servicing.

2

Section 3.33

Purchase of Delinquent Loans.

2

ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS;  ADVANCES; STATEMENTS AND REPORTS

Section 4.1

Distributions to Certificateholders.

2

Section 4.2

Allocation of Realized Losses.

2

Section 4.3

Statements to Certificateholders.

2

Section 4.4

Advances.

2

Section 4.5

Compliance with Withholding Requirements.

2

Section 4.6

REMIC Distributions.

2

Section 4.7

Floor Account.

2

Section 4.8

[Reserved].

2

Section 4.9

Certificate Swap Account

2

Section 4.10

Class I-A-1B Swap Account.

2

Section 4.11

Class A-2A Swap Account.

2

Section 4.12

Supplemental Interest Trust

2

Section 4.13

Collateral Accounts

2

Section 4.14

Allocation of Net Deferred Interest

2

ARTICLE V
THE CERTIFICATES

Section 5.1

The Certificates.

2

Section 5.2

Certificates Issuable in Classes; Distributions of Principal and Interest;

Authorized Denominations.

2

Section 5.3

Registration of Transfer and Exchange of Certificates.

2

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

2

Section 5.5

Persons Deemed Owners.

2

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

Section 6.1

Liability of the Depositor and the Master Servicer.

2

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

2

Section 6.3

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

the Servicers, the Securities Administrator and Others.

2

Section 6.4

Limitation on Resignation of the Master Servicer.

2

Section 6.5

Assignment of Master Servicing.

2

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

2

Section 6.7

Duties of the Credit Risk Manager

2

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

2

Section 6.9

Removal of the Credit Risk Manager.

2

Section 6.10

Rights of the Class CE-2 and Class CE-3 Certificates upon Servicing Transfer

2

ARTICLE VII
DEFAULT

Section 7.1

Master Servicer Events of Default.

2

Section 7.2

Trustee to Act; Appointment of Successor.

2

Section 7.3

Notification to Certificateholders.

2

Section 7.4

Waiver of Master Servicer Events of Default.

2

ARTICLE VIII
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.1

Duties of Trustee and Securities Administrator.

2

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

2

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

2

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

2

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

2

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

2

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

2

Section 8.8

Successor Trustee or Securities Administrator.

2

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

2

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

2

Section 8.11

Appointment of Office or Agency.

2

Section 8.12

Representations and Warranties of the Trustee.

2

Section 8.13

Derivative Agreements

2

ARTICLE IX
TERMINATION

Section 9.1

Termination Upon Purchase or Liquidation of All Loans.

2

Section 9.2

Additional Termination Requirements.

2

ARTICLE X
REMIC PROVISIONS

Section 10.1

REMIC Administration.

2

Section 10.2

Prohibited Transactions and Activities.

2

Section 10.3

Indemnification.

2

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.1

Amendment.

2

Section 11.2

Recordation of Agreement; Counterparts.

2

Section 11.3

Limitation on Rights of Certificateholders.

2

Section 11.4

Governing Law.

2

Section 11.5

Notices.

2

Section 11.6

Severability of Provisions.

2

Section 11.7

Notice to Rating Agencies.

2

Section 11.8

Article and Section References.

2

Section 11.9

Grant of Security Interest.

2

Section 11.10

Third Party Rights.

2

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.  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-1, Class CE-2, Class CE-3, 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 and REMIC III, 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 (exclusive of the Class CE-2 Excess Servicing Fee and the Class CE-3 Excess Servicing Fee), the accounts (other than the Collateral Accounts, the Reserve Fund, the Floor Account, the Class I-A-1B Swap Account, the Class A-2A Swap Account and the Certificate Swap 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 “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)

The interest rate with respect to any Distribution Date (and the related Interest Accrual Period) for the T1-A Interest is a per annum rate equal to the weighted average of the Net Mortgage Rates of the Loans as of the first day of the related Interest Accrual Period (the “REMIC I 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) 10.95%, and (ii) the product of (a) the REMIC I 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 I Net WAC Rate and (b) 2, over (ii) 10.95%.

(4)

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

(5)

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.  

(6 )

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 I 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 T1-A interest until the outstanding principal balance of such interest is reduced to zero, and

(b)

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

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 (the “REMIC Maximum Rate”) with respect to any Distribution Date (and the related Interest Accrual Period) for this interest is a per annum rate equal to the weighted average of the interest rates of the regular interests in REMIC I provided , however , that for any Distribution Date on which the Class T2-IO Interest is entitled to a portion of the interest accruals on a REMIC I Regular Interest having an “F” in its class designation, as described in footnote three, such weighted average shall be computed by first subjecting the rate on such REMIC I interest to a cap equal to the product of the interest rate used to compute the Certificate Swap Provider Payment adjusted to reflect the day count convention used for such interest rate for such Distribution Date and 2 (“Certificate Swap LIBOR”).

(2)

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.

(3)

The Class T2-IO is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class T2-IO shall be entitled to interest accrued on the REMIC I 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 I Regular Interest for such Distribution Date over (ii) the Certificate Swap LIBOR for such Distribution Date.

(4)

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.  

(5)

This interest is a REMIC II Accretion Directed Class.

(6)

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

(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, provided however, that interest that accrues on the T2-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 T2-Accrual Interest.

On each Distribution Date the principal distributed on the interests in REMIC I (together with an amount equal to the interest deferred on the T2-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 II in the following order of priority:

(a)

First, to each interest in REMIC II 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 T2-Accrual Interest, any remaining amounts.

REMIC III:

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

____________________

(1)

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

(2)

The T3-X interest has a notional balance equal to the aggregate initial principal balance of the REMIC II Regular Interests.  The interest rate of the T3-X interest shall be a rate sufficient to cause all net interest from the Loans to accrue on the T3-X interest that is in excess of the total amount of interest that accrues on each other regular interest in REMIC III.  For any Distribution Date, the interest rate in respect of the T3-X interest shall be the excess of: (i) the weighted average interest rate of all interests in REMIC II (other than any interest-only regular interest) over (ii) the product of: (A) two and (B) the weighted average interest rate of the REMIC II Accretion Directed Classes and the T2-Accrual Interest, where the T2-Accrual Interest is subject to a cap equal to zero and each REMIC II Accretion Directed Class is subject to a cap equal to the 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 the Class I-A-1B Certificates shall be computed as if the Class I-A-1B Swap Agreement had been terminated and the margin of the Pass-Through Rate of the Class I-A-2A and Class III-A-2A Components shall be computed as if the Class A-2A Swap Agreement had been terminated.  The T3-X interest shall also be entitled to principal equal to the excess of the aggregate Principal Balance of the Loans as of the Cut-Off Date 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 T3-X interest shall be entitled to receive interest accrued on the Class T2-I-A-1B interest at a per annum rate equal to 0.12% per annum on or before the first related Optional Termination Date and 0.24% thereafter and shall be entitled to received interest accrued on the Class T2-I-2A and Class T2-III-A-2A interests at a per annum rate equal to 0.12% on or before the first Optional Termination Date and 0.24% thereafter.  Finally, the T3-X Interest shall be entitled to receive all amounts payable on the T2-IO interest.

(3)

This interest shall bear interest at the Pass-Through Rate for its Corresponding Class of Certificates or Component, provided that, for purposes of determining the Pass-Through Rate, the REMIC Maximum Rate shall be substituted for the Net WAC Pass-Through Rate in the definition thereof, and, in the case of the Class I-A-1B Certificates and the Class I-A-2A and Class II-A-2A Components, such rates shall be determined as if the Class I-A-1B Swap Agreement and the Class A-2A Swap Agreement had been terminated.

(4)

The T3-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 III shall also issue the R-III interest, which shall not have a principal amount and shall not bear interest.  The R-III interest is hereby designated as the sole class of residual interest in REMIC III.

(6)

For purposes of the REMIC Provisions, the Class of Certificates or Component 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 or Component on any Distribution Date in excess of the amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates or Component 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 or Component such Distribution Date in excess of the amount distributable on that Class of Certificates or Component 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 III based on the above-described interest rates.

On each Distribution Date, the principal distributed on the REMIC II interests  shall be distributed, and Realized Losses in respect of the Loans shall be allocated, among the interests in REMIC III in an amount equal to the principal distributions and Realized Loss allocations for such Distribution Date with respect to the Corresponding Class of Certificates or Component related to such interests, determined without regard to the Certificate Swap Agreement, the Class I-A-1B Swap Agreement or the Class A-2A 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 and Components:

___________________

(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-2A 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 above.  The Class A-2A Certificates will be entitled to all distributions of principal of and interest on the Class I-A-2A and Class III-A-2A Components.  The Components are not severable.

(4)

The Class A-2B 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 above.  The Class A-2B Certificates will be entitled to all distributions of principal of and interest on the Class I-A-2B and Class III-A-2B Components.  The Components are not severable.

(5)

The Class A-3 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 above.  The Class A-3 Certificates will be entitled to all distributions of principal of and interest on the Class I-A-3 and Class III-A-3 Components.  The Components are not severable.

(6)

The Class A-4 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 above.  The Class A-4 Certificates will be entitled to all distributions of principal of and interest on the Class I-A-4 and Class III-A-4 Components.  The Components are not severable

(7)

The Class CE-1 Certificates will not accrue interest on its Certificate Principal Balance.  For federal income tax purposes, the Class CE-1 Certificates shall be entitled to 100% of amounts distributed on the T3-X interest in the Master REMIC.

(8)

 The Class CE-2 Certificates are an interest only Class and for each Distribution Date the Class CE-2 Certificates shall receive the aggregate Class CE-2 Excess Servicing Fee.  The Class CE-2 Certificates shall represent an interest in the Trust Fund, but shall not represent an interest in any REMIC created hereby.

(9)

The Class CE-3 Certificates are an interest only Class and for each Distribution Date the Class CE-3 Certificates shall receive the aggregate Class CE-3 Excess Servicing Fee.  The Class CE-3 Certificates shall represent an interest in the Trust Fund, but shall not represent an interest in any REMIC created hereby.

(10)

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:

Book-Entry Certificates

The Offered Certificates and the Class CE-2 and Class CE-3 Certificates.

Components

The Group I Components and Group III Components.

ERISA-Restricted Certificates

The Offered Certificates (other than the ERISA-Restricted Trust Certificates), any Class of ERISA-Restricted Trust Certificates whose rating has fallen to below AA- or its equivalent upon its acquisition, the Private Certificates, the Residual Certificates and, in general, any Certificates that do not satisfy the applicable ratings requirement under the Underwriter’s Exemption.

ERISA-Restricted Trust

Certificates

The Class I-A-1A, Class I-A-1B, Class II-A-1, Class III-A-1 and Class A-4 Certificates.

Group I Components

The Class I-A-2A Component, Class I-A-2B Component, Class I-A-3 Component and Class I-A-4 Component.

Group II Components

The Class III-A-2A Component, Class III-A-2B Component, Class III-A-3 Component and Class III-A-4 Component.

Group I Senior Certificates

The Class I-A-1A and Class I-A-1B Certificates.

Group II Senior Certificates

The Class II-A-1 and Class II-A-2 Certificates.

Group III Senior Certificates

The Class III-A-1 Certificates.

Group I/III Senior Certificates

The Class A-2A, Class A-2B, Class A-3 and Class A-4 Certificates.

LIBOR Certificates

The Senior Certificates and Mezzanine Certificates.

Mezzanine Certificates

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates.

Offered Certificates

The Senior Certificates and Mezzanine Certificates.

Private Certificates

The Class P Certificates, Class CE-1 Certificates, Class CE-2 Certificates, Class CE-3 Certificates and Residual Certificates.

Physical Certificates

The Class P Certificates, Class CE-1 Certificates and Residual Certificates.

Regular Certificates

All Classes of Certificates, other than the Residual Certificates.

Residual Certificates

The Class R Certificates.

Senior Certificates

The Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates and Group I/III Senior Certificates.

Subordinate Certificates

The Mezzanine Certificates and Class CE Certificates.

ARTICLE I
DEFINITIONS

Section 1.1

Definitions.  

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

Accepted Master Servicing Practices :  With respect to any Loan, as applicable, those customary mortgage servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer (except in its capacity as successor to a Servicer).  

Account :  The Distribution Account, the Floor Account, the Class I-A-1B Swap Account, the Class A-2A Swap Account, the Certificate Swap Account, the Reserve Fund, the Collateral Accounts and any Protected Account as the context may require.

Additional Disclosure Notification:   Has the meaning set forth in Section 3.30(a)(ii) of this Agreement.

Additional Form 10-D Disclosure :  Has the meaning set forth in Section 3.30(a)(i) of this Agreement.

Additional Form 10-K Disclosure :  Has the meaning set forth in Section 3.30(d)(i) of this Agreement.  

Adjusted Cap Rate :  For any Distribution Date and any Class of Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates and Mezzanine Certificates and any Component will equal the following:

(i)

with respect to any Class of Group I Senior Certificates (other than the Class I-A-1B Certificates) and the Class I-A-2B, Class I-A-3 and Class I-A-4 Components, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Class of Certificates or Component for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group I Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group I Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(ii)

with respect to any Class of Group II Senior Certificates, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Class of Certificates for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group II Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group II Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(iii)

with respect to any Class of Group III Senior Certificates and the Class III-A-2B, Class III-A-3 and Class III-A-4 Components, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Class of Certificates or Component for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group III Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group III Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(iv)

with respect to the Class I-A-1B Certificates,

(a)

only if payments are not made under the Class I-A-1B Swap Agreement or the Class I-A-1B Swap Agreement has been terminated, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Class of Certificates or Component for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group I Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group I Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period; and

(b)  so long as payments are made under the Class I-A-1B Swap Agreement and the Class I-A-1B Swap Agreement has not been terminated, will equal the Pass-Through Rate for the Class I-A-1B Certificates;  

(v)

with respect to the Class I-A-2A Component,

(a)

only if payments are not made under the Class A-2A Swap Agreement or the Class A-2A Swap Agreement has been terminated, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Component for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group I Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group I Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period; and

(b)  so long as payments are made under the Class A-2A Swap Agreement and the Class A-2A Swap Agreement has not been terminated, will equal the Pass-Through Rate for the Class I-A-2A Component;

(v)

with respect to the Class III-A-2A Component,

(a)

only if payments are not made under the Class A-2A Swap Agreement or the Class A-2A Swap Agreement has been terminated, the product of (x) the excess, if any, of (A) the related Net WAC Pass-Through Rate for such Component for that Distribution Date over (B) a fraction (expressed as a percentage) the numerator of which is the product of (i) the Net Deferred Interest, if any, on the Group III Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the Group III Loans as of the Due Date occurring in the month of that Distribution Date (after giving effect to unscheduled principal collections received in the related Prepayment Period) and (y) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period; and

(b)  so long as payments are made under the Class A-2A Swap Agreement and the Class A-2A Swap Agreement has not been terminated, will equal the Pass-Through Rate for the Class III-A-2A Component;

Adjustment Date : With respect to each Adjustable-Rate Loan, the first day of the month in which the Mortgage Rate of such Adjustable-Rate Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-Off Date as to each Adjustable-Rate Loan is set forth in the Loan Schedule.

Adjustable-Rate Certificates :  The Class A Certificates and the Class M Certificates.

Adjustable-Rate Loan:  Any of the Loans that has an adjustable-rate Mortgage Interest Rate.

Adjusted Net Securities Administrator Class I-A-1B Swap Payment :  For each Distribution Date (other than the earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class I-A-1B Certificates has been reduced to zero or (b) the Distribution Date in August 2047), an amount equal to the excess, if any, of (A) the sum of (x) the Net Securities Administrator Class I-A-1B Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class I-A-1B Swap Amount for such Distribution Date over (B) any Deferred Adjusted Net Class I-A-1B Swap Amount for the current Distribution Date.  For the earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class I-A-1B Certificates has been reduced to zero or (b) the Distribution Date in August 2047, an amount equal to the sum of (x) the Net Securities Administrator Class I-A-1B Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class I-A-1B Swap Amount for such Distribution Date.

Adjusted Net Securities Administrator Class A-2A Swap Payment :  For each Distribution Date (other than the earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class A-2A Certificates has been reduced to zero or (b) the Distribution Date in August 2047), an amount equal to the excess, if any, of (A) the sum of (x) the Net Securities Administrator Class A-2A Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class A-2A Swap Amount for such Distribution Date over (B) any Deferred Adjusted Net Class A-2A Swap Amount for the current Distribution Date.  For the earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class A-2A Certificates has been reduced to zero or (b) the Distribution Date in August 2047, an amount equal to the sum of (x) the Net Securities Administrator Class A-2A Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class A-2A Swap Amount for such Distribution Date.

Administration Fee: W ith respect to each Loan and any Distribution Date, will be equal to the product of one-twelfth of (x) the Administration Fee Rate for such Loan multiplied by (y) the principal balance of that Loan as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to principal prepayments received during the related Prepayment Period.

Administration Fee Rate :  With respect to each Loan will be equal to the sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee Rate, (iii) the Credit Risk Management Fee Rate and (iv) the rate at which the premium payable in connection with any lender paid primary mortgage insurance policy is calculated, if applicable.

Advance :  Either (i) a Monthly Advance made by a Servicer as such term is defined in and pursuant to the related Servicing Agreement or (ii) a Monthly Advance made by the Master Servicer or the Trustee pursuant to Section 4.4.

Adverse REMIC Event :  As defined in Section 10.1(f).

Affiliate :  With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and the NIMS Insurer, if any, may obtain and rely on an Officer’s Certificate of a Servicer or the Depositor to determine whether any Person is an Affiliate of such party.

Aggregate Available Funds : With respect to any Distribution Date, the sum of the Available Funds for Loan Group I, Loan Group II and Loan Group III.

Aggregate Interest Funds : With respect to any Distribution Date, the sum of the Interest Funds for Loan Group I, Loan Group II and Loan Group III.

Aggregate Interest Remittance Amount : With respect to any Distribution Date, the sum of the Interest Remittance Amount for Loan Group I, Loan Group II and Loan Group III.

Aggregate Principal Funds : with respect to any Distribution Date, the sum of the Principal Funds for Loan Group I, Loan Group II and Loan Group III.

Aggregate Principal Remittance Amount : with respect to any Distribution Date, the sum of the Principal Remittance Amount for Loan Group I, Loan Group II and Loan Group III.

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

Allocated Realized Loss Amount :  With respect to any Class of Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates or Mezzanine Certificates or Component and any Distribution Date, an amount equal to the sum of any Realized Loss allocated to that Class of Certificates or Component on all prior Distribution Dates minus the sum of all payments in respect of Allocated Realized Loss Amounts distributed to that Class or Component pursuant to Sections 4.1(a)(iii), (vi) and (vii) on all previous Distribution Dates.

Anniversary :  Each anniversary of the Cut-Off Date.

Appraised Value :  The amount set forth in an appraisal made by or for the mortgage originator in connection with its origination of each Loan.

Assignment :  An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect of record the sale and assignment of the Loan to the Trustee, which assignment, notice of transfer or equivalent instrument may, if permitted by law, be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county.

Assignment Agreements :  Shall mean (i) the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007, among the Seller, the Depositor and Countrywide Servicing, pursuant to which the Countrywide Servicing Agreement was assigned to the Depositor and (ii) the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007 among the Seller, the Depositor and GMACM pursuant to which the GMACM Servicing Agreement was assigned to the Depositor.

Authorized Denomination :  With respect to the Class A Certificates and the Class M Certificates, minimum initial Certificate Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.  With respect to the Class P Certificates, minimum initial Certificate Principal Balances of $20 and integral multiples thereof. With respect to the Class CE-1 Certificates, minimum initial Certificate Principal Balances of $10,000 and integral multiples of $1.00 in excess thereof.  With respect to the Class CE-2 and  Class CE-3 Certificates, minimum initial Notional Amounts of $10,000 and integral multiples of $1.00 in excess thereof.  With respect to the Class R Certificate, a single denomination of 100% Percentage Interest in such Certificate.  

Available Distribution Amount :  With respect to a Distribution Date, the sum of the following amounts:

(1)

the total amount of all cash received by or on behalf of each Servicer with respect to the Loans by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries), except:

(a)

all Prepaid Monthly Payments;

(b)

all Curtailments received after the applicable Prepayment Period, together with all interest paid by the related Mortgagor in connection with such Curtailments;

(c)

all Payoffs received after the applicable Prepayment Period, together with all interest paid by the related Mortgagor in connection with such Payoffs;

(d)

Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Loans received after the applicable Prepayment Period;

(e)

all amounts which are due and reimbursable to the related Servicer pursuant to the terms of the related Servicing Agreement or to the Master Servicer, the Securities Administrator, the Trustee or the Custodians pursuant to the terms of this Agreement or the Custodial Agreements;

(f)

the Servicing Fee, the Master Servicing Fee and the Credit Risk Management Fee for each such Loan for such Distribution Date;

(g)

all investment earnings, if any, on amounts on deposit in the Distribution Account and each Protected Account;

(h)

any premiums payable in connection with any lender paid primary mortgage insurance policies; and

(i)

the amount of any Prepayment Charges (other than any Prepayment Charges that any servicer is entitled to retain) collected by the related Servicer in connection with the Principal Prepayment of any of the Loans;

(2)

to the extent advanced by the related Servicer and/or the Master Servicer and not previously distributed, the amount of any Advance made by the related Servicer and/or the Master Servicer or Trustee with respect to such Distribution Date relating to the Loans;

(3)

to the extent advanced by the related Servicer and/or the Master Servicer and not previously distributed, any amount payable as Compensating Interest by the related Servicer and/or the Master Servicer on such Distribution Date relating to the Loans; and

(4)

the total amount, to the extent not previously distributed, of all cash received by the Distribution Date by the Trustee or the Master Servicer, in respect of a Purchase Obligation under Section 2.3 or any permitted repurchase of a Loan or a purchase by the Special Servicer pursuant to Section 6.10.

Available Funds : for any Distribution Date and each Loan Group, the sum of the Principal Remittance Amount and the Interest Remittance Amount for such Distribution Date and such Loan Group.

Bankruptcy Loss :  A loss on a Loan as reported by the related Servicer, arising out of (i) a reduction in the scheduled Monthly Payment for such Loan by a court of competent jurisdiction in a case under the United States Bankruptcy Code, other than any such reduction that arises out of clause (ii) of this definition of “Bankruptcy Loss,” including, without limitation, any such reduction that results in a permanent forgiveness of principal, or (ii) with respect to any Loan, a valuation, by a court of competent jurisdiction in a case under such Bankruptcy Code, of the related Mortgaged Property in an amount less than the then outstanding Principal Balance of such Loan.

Beneficial Holder :  A Person holding a beneficial interest in any Book-Entry Certificate as or through a Depository Participant or an Indirect Depository Participant or a Person holding a beneficial interest in any Definitive Certificate.

Book-Entry Certificates :  The Class A Certificates, the Class M Certificates, the Class CE-2 Certificates and the Class CE-3 Certificates, beneficial ownership and transfers of which shall be made through book entries as described in Section 5.1 and Section 5.3.

Business Day :  Any day other than a Saturday, a Sunday, or a day on which banking institutions in the States of Maryland, Minnesota or New York are authorized or obligated by law or executive order to be closed.

Certificate :  Any one of the Certificates issued pursuant to this Agreement, executed and authenticated by or on behalf of the Securities Administrator hereunder in substantially one of the forms set forth in Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-7 hereto.

Certificate Principal Balance :  The Certificate Principal Balance with respect to a Class A Certificate, Class M Certificate, Class P Certificate or Component outstanding at any time, represents the then maximum amount that the holder of such Certificate or Component is entitled to receive as distributions allocable to principal from the cash flow on the Loans and the other assets in the Trust Fund. The Certificate Principal Balance of a Class A Certificate (other than the Group I/III Senior Certificates), Class M Certificate, Class P Certificate or Component as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate or Component (a) reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate or Component, and (ii) any reductions in the Certificate Principal Balance of such Certificate or Component deemed to have occurred in connection with allocations of Realized Losses, if any, and (b) increased by the amount of Net Deferred Interest allocated to such Class or Component, if any, and any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate or Component pursuant to Section 4.2. The Certificate Principal Balance of the Class A-2A Certificates as of any date of determination is equal to the aggregate Certificate Principal Balance of the Class I-A-2A Component and Class III-A-2A Component as of such date of determination.  The Certificate Principal Balance of the Class A-2B Certificates as of any date of determination is equal to the aggregate Certificate Principal Balance of the Class I-A-2B Component and Class III-A-2B Component as of such date of determination.  The Certificate Principal Balance of the Class A-3 Certificates as of any date of determination is equal to the aggregate Certificate Principal Balance of the Class I-A-3 Component and Class III-A-3 Component as of such date of determination.  The Certificate Principal Balance of the Class A-4 Certificates as of any date of determination is equal to the aggregate Certificate Principal Balance of the Class I-A-4 Component and Class III-A-4 Component as of such date of determination.  The Certificate Principal Balance of the Class CE-1 Certificates as of any date of determination is equal to the excess, if any, of (i) the then aggregate Principal Balance of the Loans over (ii) the then aggregate Certificate Principal Balance of the Class A Certificates, the Class M Certificates and the Class P Certificates. The initial Certificate Principal Balance of each Class of Certificates and Components is set forth in the Preliminary Statement hereto.  When used in reference to a Class, the term Certificate Principal Balance means the aggregate of the Certificate Principal Balances of all Certificates of such Class, and when used in reference to a group of Classes or Components (such as the Class A Certificates and Class M Certificates, or the Group I Components) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates or Components included in such group.

Certificate Register :  The register maintained pursuant to Section 5.3.

Certificateholder or Holder :  The person in whose name a Certificate is registered in the Certificate Register, except that solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Master Servicer, the Securities Administrator, the Trustee or any Affiliate thereof shall be deemed not to be outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite percentage of Percentage Interests necessary to effect any such consent has been obtained.  The Trustee or the Securities Administrator, and the NIMS Insurer, if any, may conclusively rely upon a certificate of the Depositor, the Seller or the Master Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee or the Securities Administrator shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.  

Certificate Owner :  With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an Indirect Depository Participant. `

Certificate Swap Account :  A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.10 of this Agreement.

Certificate Swap Agreement :  The Certificate Swap Agreement, dated as of June 29, 2007, between HSBC Bank USA, National Association, as trustee, as trustee on behalf of the Supplemental Interest Trust, and the Certificate Swap Provider, together with any schedules, confirmations or other agreements relating thereto.  A copy of the Certificate Swap Agreement is attached hereto as Exhibit P.

Certificate Swap Credit Support Annex:  The credit support annex to the Certificate Swap Agreement dated as of June 29, 2007, between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust, and the Certificate Swap Provider.  

Certificate Swap Provider Payment :  For any Distribution Date, the product of (a) one-month LIBOR (as calculated pursuant to Certificate Swap Agreement), (b) the product of (x) the notional amount set forth in Certificate Swap Agreement (and shown on Schedule III) and (y) 250 and (c) a fraction, the numerator of which is the actual number of days elapsed from the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from the Closing Date to but excluding the first Distribution Date) and the denominator of which is 360.

Certificate Swap Provider :  The Certificate Swap Provider under each Certificate Swap Agreement and any successor in interest or assign.  Initially, the Certificate Swap Provider shall be Deutsche Bank AG New York Branch.

Certificate Swap Provider Trigger Event:  With respect to the Certificate Swap Provider and a Certificate Swap Agreement, a Certificate Swap Provider Trigger Event shall have occurred if any of the following has occurred:  (i) an Event of Default under the Certificate Swap Agreement with respect to which the Certificate Swap Provider is a Defaulting Party (as defined in the Certificate Swap Agreement), (ii) a Termination Event under the Certificate Swap Agreement with respect to which the Certificate Swap Provider is the sole Affected Party (as defined in the Certificate Swap Agreement) or (iii) an Additional Termination Event under the Certificate Swap Agreement with respect to which the Certificate Swap Provider is the sole Affected Party.

Class :  All Certificates having the same priority and rights to payments from the Available Distribution Amount, designated as a separate Class under the heading Certificates in the preliminary statement, as set forth in the forms of Certificates attached hereto as Exhibits A-1, A-2, A-3, A-4, A-5, A-6 and A-7, as applicable.

Class A Certificates :  The Class I-A-1A, Class I-A-1B, Class II-A-1, Class II-A-2, Class III-A-1, Class A-2A, Class A-2B, Class A-3 and Class A-4 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-1.

Class I-A-1B Swap Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.10 of this Agreement.

Class I-A-1B Swap Agreement: The Class I-A-1B Swap Agreement between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust and the Class I-A-1B Swap Provider, relating to the Class I-A-1B Certificates, together with any schedules, confirmations, credit support annex or other agreements relating thereto, in the form attached hereto as Exhibit Q.

Class I-A-1B Swap Credit Support Annex:  The credit support annex to the Class I-A-1B Swap Agreement dated as of June 29, 2007, between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust, and the Class I-A-1B Swap Provider.  

Class I-A-1B Swap Fee Rate:   With respect to any Distribution Date, a per annum rate equal to the lesser of (1) the sum of (A) One-Month LIBOR plus 0.13%, for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.26% for any Distribution Date after the first possible Optional Termination Date and (B) a per annum rate equal to 0.06% for any Distribution Date on or prior to the first possible Optional Termination Date, or 0.12% for any Distribution Date after the first possible Optional Termination Date; and (2) the related Swap Net WAC Pass-Through Rate for the Class I-A-1B Certificates for the related Interest Accrual Period.

Class I-A-1B Swap Provider Payment : For any Distribution Date on and after July 2007 and on or prior to the Distribution Date in August 2047, an amount equal to the product of (x) One-Month LIBOR plus 0.13% for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.26% for any Distribution Date after the first possible Optional Termination Date, (y) a notional amount equal to the Certificate Principal Balance of the Class I-A-1B Certificates immediately prior to that Distribution Date and (z) a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360.

Class I-A-1B Swap Provider :  The Class I-A-1B Swap Provider under each Class I-A-1B Swap Agreement and any successor in interest or assign.  Initially, the Class I-A-1B Swap Provider shall be Deutsche Bank AG New York Branch.

Class I-A-1B Swap Provider Trigger Event:  With respect to the Class I-A-1B Swap Provider and a Class I-A-1B Swap Agreement, a Class I-A-1B Swap Provider Trigger Event shall have occurred if any of the following has occurred:  (i) an Event of Default under the Class I-A-1B Swap Agreement with respect to which the Class I-A-1B Swap Provider is a Defaulting Party (as defined in the Class I-A-1B Swap Agreement), (ii) a Termination Event under the Class I-A-1B Swap Agreement with respect to which the Class I-A-1B Swap Provider is the sole Affected Party (as defined in the Class I-A-1B Swap Agreement) or (iii) an Additional Termination Event under the Class I-A-1B Swap Agreement with respect to which the Class I-A-1B Swap Provider is the sole Affected Party.

Class A-2A Swap Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.10 of this Agreement.

Class A-2A Swap Agreement: The Class A-2A Swap Agreement between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust and the Class A-2A Swap Provider, relating to the Class A-2A Certificates, together with any schedules, confirmations, credit support annex or other agreements relating thereto, in the form attached hereto as Exhibit R.

Class A-2A Swap Credit Support Annex:  The credit support annex to the Class A-2A Swap Agreement dated as of June 29, 2007, between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust, and the Class A-2A Swap Provider.  

Class A-2A Swap Fee Rate:   With respect to any Distribution Date, a per annum rate equal to the lesser of (1) the sum of (A) One-Month LIBOR plus 0.17%, for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.34% for any Distribution Date after the first possible Optional Termination Date and (B) a per annum rate equal to 0.06% for any Distribution Date on or prior to the first possible Optional Termination Date, or 0.12% for any Distribution Date after the first possible Optional Termination Date; and (2) the weighted average of (x) the related Swap Net WAC Pass-Through Rate for the Class I-A-2A Component and (y) the related Swap Net WAC Pass-Through Rate for the Class III-A-2A Component, weighted on the basis of the related Certificate Principal Balance of such Components, for the related Interest Accrual Period.

Class A-2A Swap Provider Payment : For any Distribution Date on and after July 2007 and on or prior to the Distribution Date in August 2047, an amount equal to the product of (x) One-Month LIBOR plus 0.17% for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.34% for any Distribution Date after the first possible Optional Termination Date, (y) a notional amount equal to the Certificate Principal Balance of the Class A-2A Certificates immediately prior to that Distribution Date and (z) a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360.

Class A-2A Swap Provider :  The Class A-2A Swap Provider under each Class A-2A Swap Agreement and any successor in interest or assign.  Initially, the Class A-2A Swap Provider shall be Deutsche Bank AG New York Branch.

Class A-2A Swap Provider Trigger Event:  With respect to the Class A-2A Swap Provider and a Class A-2A Swap Agreement, a Class A-2A Swap Provider Trigger Event shall have occurred if any of the following has occurred:  (i) an Event of Default under the Class A-2A Swap Agreement with respect to which the Class A-2A Swap Provider is a Defaulting Party (as defined in the Class A-2A Swap Agreement), (ii) a Termination Event under the Class A-2A Swap Agreement with respect to which the Class A-2A Swap Provider is the sole Affected Party (as defined in the Class A-2A Swap Agreement) or (iii) an Additional Termination Event under the Class A-2A Swap Agreement with respect to which the Class A-2A Swap Provider is the sole Affected Party.

Class CE-1 Certificates :  The Class CE-1 Certificates designated as such on the face thereof in substantially the form attached hereto as Exhibit A-4.

Class CE-2 Excess Servicing Fee :  As to each GMACM Serviced Adjustable-Rate Loan and any Distribution Date, an amount equal to one month’s interest at the Class CE-2 Excess Servicing Fee Rate on the Stated Principal Balance of such Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Loan on such Due Date).

Class CE-2 Excess Servicing Fee Rate :  With respect to any GMACM Serviced Adjustable-Rate Loan, a per annum rate equal to the lesser of (i) 0.300% and (ii) the excess, if any, of the applicable Servicing Fee Rate for such GMACM Serviced Loan over the GMACM Servicing Fee Rate.

Class CE-3 Adjustable-Rate Excess Servicing Fee :  As to each GMACM Serviced Adjustable-Rate Loan and any Distribution Date, an amount equal to one month’s interest at the Class CE-3 Adjustable-Rate Excess Servicing Fee Rate on the Stated Principal Balance of such Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Loan on such Due Date).

Class CE-3 Adjustable-Rate Excess Servicing Fee Rate :  With respect to any GMACM Adjustable-Rate Serviced Loan, a per annum rate equal to the excess, if any, of the applicable  Servicing Fee Rate for such GMACM Adjustable-Rate Serviced Loan over the sum of (x) the GMACM Servicing Fee Rate and (y) the Class CE-2 Excess Servicing Fee Rate for such Distribution Date.

Class CE-3 Excess Servicing Fee :  With respect to any Distribution Date, the sum of the Class CE-3 Adjustable-Rate Excess Servicing Fee and the Class CE-3 Fixed-Rate Excess Servicing Fee for that Distribution Date.

Class CE-3 Fixed-Rate Excess Servicing Fee :  As to each GMACM Serviced Fixed-Rate Loan and any Distribution Date, an amount equal to one month’s interest at the Class CE-3 Fixed-Rate Excess Servicing Fee Rate on the Stated Principal Balance of such Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Loan on such Due Date).

Class CE-3 Fixed-Rate Excess Servicing Fee Rate :  With respect to any GMACM Fixed-Rate Serviced Loan, a per annum rate equal to the excess, if any, of the applicable  Servicing Fee Rate for such GMACM Fixed-Rate Serviced Loan over the GMACM Servicing Fee Rate.

Class M Certificates :  The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-3.

Class M-1 Principal Distribution Amount :  The Class M-1 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 85.750%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 88.600% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-2 Principal Distribution Amount :  The Class M-2 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 87.500%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 90.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-3 Principal Distribution Amount :  The Class M-3 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 88.750%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 91.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-4 Principal Distribution Amount :   The Class M-4 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 90.000%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 92.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-5 Principal Distribution Amount :  The Class M-5 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 91.250%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 93.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-6 Principal Distribution Amount :  The Class M-6 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 92.500%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 94.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-7 Principal Distribution Amount :  The Class M-7 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 93.750%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 95.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-8 Principal Distribution Amount :  The Class M-8 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 95.000%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and  96.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-9 Principal Distribution Amount :  The Class M-9 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 96.250%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 97.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-10 Principal Distribution Amount :  The Class M-10 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 97.500%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 98.000% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class M-11 Principal Distribution Amount :  The Class M-10 Principal Distribution Amount for any Distribution Date is an amount equal to the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates after taking into account the payment of the Senior Principal Distribution Amount on the Distribution Date, (ii) the Certificate Principal Balance of the Class M-1 Certificates after taking into account the payment of the Class M-1 Principal Distribution Amount on the Distribution Date, (iii) the Certificate Principal Balance of the Class M-2 Certificates after taking into account the payment of the Class M-2 Principal Distribution Amount on the Distribution Date, (iv) the Certificate Principal Balance of the Class M-3 Certificates after taking into account the payment of the Class M-3 Principal Distribution Amount on the Distribution Date, (v) the Certificate Principal Balance of the Class M-4 Certificates after taking into account the payment of the Class M-4 Principal Distribution Amount on the Distribution Date, (vi) the Certificate Principal Balance of the Class M-5 Certificates after taking into account the payment of the Class M-5 Principal Distribution Amount on the Distribution Date, (vii) the Certificate Principal Balance of the Class M-6 Certificates after taking into account the payment of the Class M-6 Principal Distribution Amount on the Distribution Date, (viii) the Certificate Principal Balance of the Class M-7 Certificates after taking into account the payment of the Class M-7 Principal Distribution Amount on the Distribution Date, (ix) the Certificate Principal Balance of the Class M-8 Certificates after taking into account the payment of the Class M-8 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-9 Certificates after taking into account the payment of the Class M-9 Principal Distribution Amount on the Distribution Date, (x) the Certificate Principal Balance of the Class M-10 Certificates after taking into account the payment of the Class M-10 Principal Distribution Amount on the Distribution Date, (xi) the Certificate Principal Balance of the Class M-11 Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 98.375%, with respect to any Distribution Date prior to the Distribution Date in July 2013, and 98.700% with respect to any Distribution Date on or after the Distribution Date in July 2013 and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any, of, the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) over the OC Floor.

Class P Certificates :  The Class P Certificates, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-5.

Class R Certificate :  The Certificate designated as “Class R” on the face thereof in substantially the form attached hereto as Exhibit A-7, which has been designated as the sole Class of “residual interests” in each REMIC formed hereby pursuant to Section 2.4.

Class R Certificateholder :  The registered Holder of the Class R Certificate.

Clearing Agency :  An organization registered as a “clearing agency” pursuant to Section 17A of the Securities and Exchange Act of 1934, as amended, which initially shall be the Depository.

Closing Date :  June 29, 2007.

Code :  The Internal Revenue Code of 1986, as amended.

Collateral Accounts:   The accounts maintained by the Securities Administrator in accordance with the provisions of Section 4.13.

Commission :  Means the United States Securities and Exchange Commission.

Compensating Interest :  For any Distribution Date and (i) each Servicer, as set forth in the related Servicing Agreement and (ii) the Master Servicer, the amount described in Section 3.21.

Controlling Person :  Means, with respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

Corporate Trust Office :  The principal corporate trust office of the Trustee or the Securities Administrator, as the case may be, at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) with respect to the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New York 10018, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Securities Administrator, or (ii) with respect to the Securities Administrator, (A) for Certificate transfer and surrender purposes, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:  DBALT 2007-OA4 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  DBALT 2007-OA4, or at such other address as the Securities Administrator may designate from time to time by notice to the Certificateholders, the Depositor, the Master Servicer and the Trustee.

Corresponding Class of Certificate or Component :  With respect to each REMIC II Regular Interest and each REMIC V Regular Interest, the Class of Certificate or Component with the corresponding designation.

Countrywide :  Countrywide Home Loans, Inc., or any successor thereto.

Countrywide Servicing: Countrywide Home Loans Servicing LP, or any successor thereto.

Countywide Servicing Agreement:  (a) The Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement dated as of May 1, 2004, as amended and restated to and including August 1, 2005 as further amended by the Amendment Reg AB dated as of January 31, 2006, between the Seller and Countrywide and Amendment Number One, dated as of December 21, 2006 and (b) the Flow Servicing Agreement, dated as of June 30, 2006, by and between the Seller and Countrywide Servicing, as modified by that certain Commitment Letter, dated June 29, 2007, and as modified by the related Assignment Agreement.

Credit Enhancement Percentage :  For any Distribution Date and the Senior Certificates is the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates (which includes the Overcollateralization Amount) by the aggregate Principal Balance of the Loans, calculated after taking into account distributions of principal on the Loans and distribution of the Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on the Distribution Date.

Credit Risk Management Agreement or Credit Risk Management Agreements : Each agreement between the Credit Risk Manager and a Servicer or the Master Servicer, regarding the loss mitigation and advisory services to be provided by the Credit Risk Manager.

Credit Risk Management Fee : The amount payable to the Credit Risk Manager on each Distribution Date as compensation for all services rendered by it in the exercise and performance of any and all powers and duties of the Credit Risk Manager under any Credit Risk Management Agreement, which amount shall equal one twelfth of the product of (i) the Credit Risk Management Fee Rate multiplied by (ii) the aggregate of the Scheduled Principal Balance of each Loan and any related REO Properties as of the first day of the related Due Period.

Credit Risk Management Fee Rate :  0.009% per annum.

Credit Risk Manager :  Clayton Fixed Income Services Inc., a Colorado corporation, and its successors and assigns.

Curtailment :  Any voluntary payment of principal on a Loan, made by or on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid Monthly Payment or a Payoff, which is applied to reduce the outstanding Principal Balance of the Loan.

Curtailment Shortfall :  With respect to any Distribution Date and any Curtailment received during the related Prepayment Period, an amount equal to one month’s interest on such Curtailment at the applicable Mortgage Interest Rate on such Loan, net of the related Servicing Fee Rate.

Custodial Agreement :  Either (i) the DBNTC Custodial Agreement or (ii) the Wells Fargo Custodial Agreement.

Custodian :  DBNTC or Wells Fargo or any other custodian appointed under any custodial agreement entered into after the date of this Agreement.

Cut-Off Date :  June 1, 2007.

DBNTC :  Deutsche Bank National Trust Company, a national banking association, or its successor in interest.

DBNTC Custodial Agreement :  The Custodial Agreement, dated as of June 1, 2007, among DBNTC, GMACM, and Wells Fargo, as may be amended from time to time.

Deferred Adjusted Net Class I-A-1B Swap Amount:  For any Distribution Date, an amount equal to the lesser of (a) the excess of (x) the sum of (i) the Net Securities Administrator Class I-A-1B Swap Payment plus (ii) the Unpaid Deferred Adjusted Net Class I-A-1B Swap Amount for such Distribution Date over (y) Available Funds for Loan Group I for that Distribution Date and (b) the Net Deferred Interest for that Distribution Date.  

Deferred Adjusted Net Class A-2A Swap Amount:  For any Distribution Date, an amount equal to the lesser of (a) the excess of (x) the sum of (i) the Net Securities Administrator Class A-2A Swap Payment plus (ii) the Unpaid Deferred Adjusted Net Class A-2A Swap Amount for such Distribution Date over (y) the Aggregate Available Funds for that Distribution Date and (b) the Net Deferred Interest for that Distribution Date.  

Deferred Interest:  For any Distribution Date, will be the excess, if any, of the amount of interest accrued on the Loans from the preceding Due Date to such Due Date, over the interest portion of the monthly payment due for such Due Date.

Definitive Certificates :  As defined in Section 5.3.

Deleted Loan :  A Loan replaced or to be replaced by a Substitute Loan.

Delinquency Percentage:   As of the last day of the related Due Period, the percentage equivalent of a fraction, the numerator of which is the Principal Balance of all Loans that, as of the last day of the previous calendar month, are 60 or more days delinquent, are in foreclosure, have been converted to REO Properties or have been discharged by reason of bankruptcy, and the denominator of which is the aggregate Principal Balance of the Loans and REO Properties as of the last day of the previous calendar month.

Depositor :  ACE Securities Corp., a Delaware corporation, or its successor-in-interest.

Depository :  The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is CEDE & Co. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York and a Clearing Agency.

Depository Agreement :  The Letter of Representations, dated June 29, 2007 by and among the Depository, the Depositor and the Trustee.

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

Derivative Account :  The Class I-A-1B Swap Account, the Class A-2A Swap Account, the Floor Account and Certificate Swap Account, as applicable.

Derivative Agreement :  The Class I-A-1B Swap Agreement, the Class A-2A Swap Agreement, the Floor Agreement and the Certificate Swap Agreement, as applicable.

Derivative Amount :  The amounts distributable pursuant to Sections 4.1(a)(vi) through Sections 4.1(a)(ix), as applicable.

Derivative Payment :  A Class I-A-1B Swap Payment, a Class A-2A Swap Payment, a Floor Payment and a Certificate Swap Payment, as applicable.

Derivative Provider :  The Class I-A-1B Swap Provider, the Class A-2A Swap Provider, the Floor Provider and the Certificate Swap Provider, as applicable.

Determination Date :  With respect to each Servicer, the day of the month set forth as the Determination Date in the related Servicing Agreement. With respect to Article IX hereto, the fifteenth (15th) day of the month or if such day is not a Business Day, the Business Day immediately following such fifteenth (15th) day.

Disqualified Organization:   A “disqualified organization” as defined in Section 860E(e)(5) of the Code, and, for purposes of Article V herein, any Person which is not a Permitted Transferee; provided, that a Disqualified Organization does not include any Pass-Through Entity which owns or holds a Class R Certificate and if which a Disqualified Organization, directly or indirectly, may be a stockholder, partner or beneficiary.

Distribution Account :  The trust account or accounts created and maintained by the Securities Administrator pursuant to Section 3.23 for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A., as Securities Administrator, in trust for registered holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4”.  Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Distribution Account must be an Eligible Account.

Distribution Account Deposit Date :  With respect to any Distribution Date, the Business Day prior to such Distribution Date.

Distribution Date :  The 25th day (or, if such 25th day is not a Business Day, the Business Day immediately succeeding such 25th day) of each month, beginning in July 2007.

Due Date :  The first day of each calendar month, which is the day on which the Monthly Payment for each Loan is due, exclusive of any days of grace.  The “related Due Date” for any Distribution Date is the Due Date immediately preceding such Distribution Date.

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

Eligible Account :  Any account or accounts (1) maintained by the Securities Administrator with a federal or state chartered depository institution or trust company that complies with the definition of “Eligible Institution,” or (2) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity.

Eligible Direct Support Account :  Any account or accounts (1) maintained by the Securities Administrator with a federal or state chartered depository institution or trust company that complies with the definition of “Eligible Direct Support Institution,” or (2) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has corporate trust powers and is acting in its fiduciary capacity.

Eligible Institution :  An institution meeting all of the following requirements:

(a)  that is rated a minimum of “A-2” (or “BBB+” or above if it has no short-term rating) by S&P; provided that within 30 calendar days of a downgrade below the minimum required rating level, the Securities Administrator (with respect to Eligible Account, other than a Protected Account) or the Servicer (with respect to a Protected Account), shall transfer all funds in the applicable Eligible Account to an account with an Eligible Institution that meets the requirements of clause (a) of this definition; and

(b) that has (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of Moody’s and Fitch, (ii) with respect to the Distribution Account, an unsecured long-term debt rating of at least one of the two highest unsecured long-term debt ratings of Fitch and Moody’s, or (iii) the approval of Fitch and Moody’s.

Eligible Direct Support Institution :  An institution meeting all of the following requirements:

(a)  that is rated a minimum of “A-1” (or “A+” or above if it has no short-term rating) by S&P; provided that within 60 calendar days of a downgrade below the minimum required rating level, the Securities Administrator shall transfer all funds in the applicable Eligible Direct Support Account to an account with an Eligible Direct Support Institution that meets the requirements of clause (a) of this definition; and

(b) that has (i) the highest short-term debt rating, and one of the two highest long-term debt ratings of Moody’s and Fitch or (ii) the approval of Fitch and Moody’s.

Eligible Investments :  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the following Distribution Date (or, with respect to the Distribution Account maintained with the Securities Administrator, having a scheduled maturity on or before the following Distribution Date; provided that, such Eligible Investments shall be managed by, or an obligation of, the institution that maintains the Distribution Account if such Eligible Investments mature on the Distribution Date), regardless of whether any such obligation is issued by the Depositor, the applicable Servicer, the Trustee, the Master Servicer, the Securities Administrator or any of their respective Affiliates and having at the time of purchase, or at such other time as may be specified, the required ratings, if any, provided for in this definition:

(j)

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

(k)

direct obligations of, or guaranteed as to timely payment of principal and interest by, Freddie Mac, Fannie Mae or the Federal Farm Credit System, provided, that any such obligation, at the time of purchase or contractual commitment providing for the purchase thereof, is qualified by each Rating Agency as an investment of funds backing securities rated “AAA” in the case of S&P and “Aaa” in the case of Moody’s (the initial rating of the Class A Certificates);

(l)

demand and time deposits in or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, provided, that the short-term deposit ratings and/or long-term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institutions in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company) have, in the case of commercial paper, the highest rating available for such securities by each Rating Agency and, in the case of long-term unsecured debt obligations, one of the two highest ratings available for such securities by each Rating Agency, or in each case such lower rating as will not result in the downgrading or withdrawal of the rating or ratings then assigned to any Class of Certificates or the NIM securities by any Rating Agency but in no event less than the initial rating of the Class A Certificates;

(m)

commercial or finance company paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) that is rated by each Rating Agency in its highest short-term unsecured rating category at the time of such investment or contractual commitment providing for such investment, and is issued by a corporation the outstanding senior long-term debt obligations of which are then rated by each Rating Agency in one of its two highest long-term unsecured rating categories, or such lower rating as will not result in the downgrading or withdrawal of the rating or ratings then assigned to any Class of Certificates or the NIM securities by any Rating Agency but in no event less than the initial rating of the Class A Certificates;

(n)

guaranteed reinvestment agreements issued by any bank, insurance company or other corporation rated in one of the two highest rating levels available to such issuers by each Rating Agency at the time of such investment, provided, that any such agreement must by its terms provide that it is terminable by the purchaser without penalty in the event any such rating is at any time lower than such level;

(o)

[reserved];

(p)

securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and rated by each Rating Agency in one of its two highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment; provided, however, that securities issued by any such corporation will not be Eligible Investments to the extent that investment therein would cause the outstanding principal amount of securities issued by such corporation that are then held as part of the Distribution Account to exceed 20% of the aggregate principal amount of all Eligible Investments then held in the Distribution Account;

(q)

units of taxable money market funds (including those managed or advised by, or for which the Trustee, the Securities Administrator, the Master Servicer or any affiliate thereof receives compensation with respect to such investment) which funds have been rated by each Rating Agency rating such fund in its highest rating category or which have been designated in writing by each Rating Agency as Eligible Investments with respect to this definition;

(r)

if previously confirmed in writing to the Trustee, the Securities Administrator and the NIMS Insurer, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to each Rating Agency as a permitted investment of funds backing securities having ratings equivalent to the initial rating of the Class A Certificates; and

(s)

such other obligations as are acceptable as Eligible Investments to each Rating Agency;

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) and that no instrument or security shall be an Eligible Investment if (i) such instrument or security evidences a right to receive only interest payments or (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

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

ERISA-Qualifying Underwriting:   With respect to any ERISA-Restricted Certificate, a best efforts or firm commitment underwriting or private placement that meets the requirements of the Underwriters’ Exemption.

ERISA-Restricted Certificate:  The Class II-A-2, Class A-2A, Class A-2B, Class A-3, Class A-4, Class M, Class CE-1, Class CE-2, Class CE-3, Class P and Class R Certificates and Certificates of any Class that no longer satisfy the applicable rating requirements of the Underwriters’ Exemption.

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

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

Fannie Mae :  Fannie Mae, formerly known as the Federal National Mortgage Association, or any successor thereto.

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

Fitch: Fitch Ratings or any successor thereto.

Fixed-Rate Loan:   Any of the Loans that has a fixed-rate Mortgage Interest Rate.

Floor Account : A segregated trust account established and maintained by the Securities Administrator pursuant to Section 4.7 of this Agreement.

Floor Agreement: The interest rate floor agreement between the Trustee on behalf of the Supplemental Interest Trust and the Floor Provider relating to the Certificates in the form attached hereto as Exhibit S.

Floor Ceiling Rate: With respect to the Floor Agreement and each Distribution Date, the floor ceiling rate set forth for such Distribution Date on Schedule Five hereto.

Floor Payment :  With respect to the Floor Agreement, the product of (i) the excess, if any, of (x) the Floor Strike Rate, over (y) the greater of (a) one-month LIBOR (as calculated pursuant to the Floor Agreement) and (b) the Floor Ceiling Rate, (ii) the Floor Notional Balance (as set forth on Schedule Five hereto) and (iii) a fraction, the numerator of which is the actual number of days elapsed from the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from the Closing Date to but excluding the first Distribution Date), and the denominator of which is 360.

Floor Provider:  The floor provider under the Floor Agreement and any successor in interest or assign.  Initially, the Floor Provider shall be The Bank of New York.

Floor Strike Rate: With respect to the Floor Agreement and each Distribution Date, the floor strike rate set forth for such Distribution Date on Schedule Five hereto.

Form 8-K Disclosure Information :  Has the meaning set forth in Section 3.30(b) of this Agreement.

Freddie Mac :  The Federal Home Loan Mortgage Corporation, or any successor thereto.

GMACM :  GMAC Mortgage, LLC, or any successor thereto.

GMACM Serviced Loans: The Loans identified as such on the Loan Schedule, for which GMACM is the applicable Servicer.

GMACM Serviced Adjustable-Rate Loans: The GMACM Serviced Loans that are Adjustable-Rate Loans.

GMACM Serviced Fixed-Rate Loans: The GMACM Serviced Loans that are Fixed-Rate Loans.

GMACM Servicing Agreement :  The Amended and Restated Servicing Agreement, dated as of January 2, 2007, between the Seller and GMACM and as modified pursuant to the related Assignment Agreement.

GMACM Servicing Fee Rate :  As set forth in the GMACM Servicing Agreement, or with respect to any successor servicer to GMACM, the servicing fee rate as set forth in the related servicing agreement for such servicer.

Gross Margin : With respect to each Adjustable-Rate Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate Loan.

Group I Allocation Percentage :  For any Distribution Date, the aggregate Scheduled Principal Balance of the Group I Loans divided by the aggregate Scheduled Principal Balance of all of the Group I Loans and Group III Loans, in each case, as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period.

Group I Certificate Swap Allocation Percentage :  For any Distribution Date, the aggregate Scheduled Principal Balance of the Group I Loans divided by the aggregate Scheduled Principal Balance of all of the Loans, in each case, as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period.

Group I Components: As specified in the Preliminary Statement.

Group I Interest Funds:   With respect to any Distribution Date, the Interest Funds for Loan Group I for that Distribution Date.

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

Group I Principal Distribution Amount :  For any Distribution Date, the product of (i) the Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group I for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group I Principal Funds:   With respect to any Distribution Date, the Principal Funds for Loan Group I for that Distribution Date.

Group I Senior Principal Distribution Amount :  For any Distribution Date, the product of (i) the Senior Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group I for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group I Senior Certificate: As specified in the Preliminary Statement.

Group II Certificate Swap Allocation Percentage :  For any Distribution Date, the aggregate Scheduled Principal Balance of the Group II Loans divided by the aggregate Scheduled Principal Balance of all of the Loans, in each case, as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period.

Group II Interest Funds:   With respect to any Distribution Date, the Interest Funds for Loan Group II for that Distribution Date.

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

Group II Principal Distribution Amount :  For any Distribution Date, the product of (i) the Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group II for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group II Principal Funds:   With respect to any Distribution Date, the Principal Funds for Loan Group II for that Distribution Date.

Group II Rolling Sixty-Day Delinquency Rate :  With respect to any Distribution Date, the average of the Group II Sixty-Day Delinquency Rates for that Distribution Date and the two immediately preceding Distribution Dates.

Group II Senior Certificate: As specified in the Preliminary Statement.

Group II Senior Principal Distribution Amount :  For any Distribution Date, the product of (i) the Senior Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group II for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group II Sixty-Day Delinquency Rate :  With respect to any Distribution Date, is a fraction, expressed as a percentage, the numerator of which is the aggregate Scheduled Principal Balance for such Distribution Date of all Group II Loans that were 60 or more days delinquent as of the close of business on the last day of the calendar month preceding such Distribution Date (including Group II Loans in foreclosure, bankruptcy and REO Properties) and the denominator of which is the aggregate Stated Principal Balance for such Distribution Date of the Group II Loans as of the related Due Date (after giving effect to principal prepayments in the Prepayment Period related to that prior Due Date).

Group III Allocation Percentage :  For any Distribution Date, the aggregate Scheduled Principal Balance of the Group III Loans divided by the aggregate Scheduled Principal Balance of all of the Group I Loans and Group III Loans, in each case, as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period.

Group III Certificate Swap Allocation Percentage :  For any Distribution Date, the aggregate Scheduled Principal Balance of the Group III Loans divided by the aggregate Scheduled Principal Balance of all of the Loans, in each case, as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period.

Group III Components: As specified in the Preliminary Statement.

Group III Interest Funds:   With respect to any Distribution Date, the Interest Funds for Loan Group III for that Distribution Date.

Group III Loans:  The Loans identified on the Loan Schedule as Group III Loans.  

Group III Principal Distribution Amount :  For any Distribution Date, the product of (i) the Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group III for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group III Principal Funds:   With respect to any Distribution Date, the Principal Funds for Loan Group III for that Distribution Date.

Group III Senior Principal Distribution Amount :  For any Distribution Date, the product of (i) the Senior Principal Distribution Amount and (ii) a fraction, the numerator of which is the Principal Funds for Loan Group III for that Distribution Date and the denominator of which is the Aggregate Principal Funds for that Distribution Date.

Group III Senior Certificate: As specified in the Preliminary Statement.

Group Subordinate Component :  For any Distribution Date and Loan Group I, is the excess, if any, of (i) the then outstanding aggregate principal balance of the Group I Loans over (ii) the then outstanding aggregate Class Principal Balance of the Group I Senior Certificates and Group I Components.  For any Distribution Date and Loan Group II, the Group Subordinate Component is the excess, if any, of (i) the then outstanding aggregate principal balance of the Group II Loans over (ii) the then outstanding aggregate Class Principal Balance of the Group II Senior Certificates.  For any Distribution Date and Loan Group III, is the excess, if any, of (i) the then outstanding aggregate principal balance of the Group III Loans over (ii) the then outstanding aggregate Class Principal Balance of the Group III Senior Certificates and Group III Components.

Indenture :  The agreement pursuant to which any NIM securities are issued.

Independent :  When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, each Servicer, the Master Servicer and the Securities Administrator, (ii) does not have any direct financial interest or any material indirect financial interest in the Depositor, any Servicer, the Master Servicer, the Securities Administrator or any Affiliate of any such party and (iii) is not connected with the Depositor, any Servicer, the Master Servicer or the Securities Administrator as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.  When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation S-X.  Independent means, when used with respect to any other Person, a Person who (A) is in fact independent of another specified Person and any affiliate of such other Person, (B) does not have any material direct or indirect financial interest in such other Person or any affiliate of such other Person, (C) is not connected with such other Person or any affiliate of such other Person as an officer, employee, promoter, underwriter, Securities Administrator, partner, director or Person performing similar functions and (D) is not a member of the immediate family of a Person defined in clause (B) or (C) above.

Index : As of any Adjustment Date, the index applicable to the determination of the Mortgage Rate on each Adjustable-Rate Loan, as specified in the related Mortgage Note.

Indirect Depository Participants :  Entities such as banks, brokers, dealers or trust companies that clear through or maintain a custodial relationship with a Depository Participant, either directly or indirectly.

Insurance Proceeds :  Proceeds of any title policy, hazard policy, mortgage guaranty policy or other insurance policy covering a Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the applicable Servicing Agreement.

Interest Accrual Period :  With respect to the Class A Certificates (other than the Group I/III Senior Certificates), the Class M Certificates and the Components, (i) with respect to the first Distribution Date, the period commencing on the Closing Date and ending on the day preceding that Distribution Date and (ii) with respect to any Distribution Date thereafter, the period commencing on the Distribution Date in the month immediately preceding the month in which that Distribution Date occurs and ending on the day preceding that Distribution Date. Interest on each such Class of Certificates and Component will be calculated based on a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.  With respect to any Distribution Date and any REMIC Regular Interest, the one-month period ending on the last day of the calendar month immediately preceding the month in which such Distribution Date occurs.

Interest Carry Forward Amount :  With respect to any Distribution Date and any Class of Class A Certificates (other than the Group I/III Senior Certificates) or Class M Certificates or Component, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class of Certificates or Component as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class of Certificates or Component in respect of interest on such immediately preceding Distribution Date and (ii) the amount of any Interest Carry Forward Amount for such Class of Certificates or Component remaining unpaid from the previous Distribution Date, plus accrued interest on such sum calculated at the related Pass-Through Rate for the most recently ended Interest Accrual Period.

Interest Distribution Amount :  On any Distribution Date, for any Class of Certificates (other than the Group I/III Senior Certificates, the Class CE-1 Certificates, the Class CE-2 Certificates, the Class CE-3 Certificates, the Class P Certificates and the Class R Certificates) or Component, the amount of interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of that Class or Component which shall be an amount, not less than zero, equal to (a) the product of (1) 1/12th of the Pass-Through Rate for such Class or Component and (2) the Certificate Principal Balance for such Class or Component before giving effect to allocations of Realized Losses in connection with such Distribution Date or distributions to be made on such Distribution Date, reduced by (b) the sum of (i) Uncompensated Interest Shortfalls allocated to such Class or Component pursuant to Section 1.2, (ii) the interest portion of Realized Losses allocated to such Class or Component pursuant to Section 1.2 and (iii) such class’ allocable share of Net Deferred Interest on the Loans for such Distribution Date.  On any Distribution Date, for the Class CE-1 Certificates, the amount of interest accrued during the related Interest Accrual Period with respect to the T5-X interest in the Master REMIC, reduced by Uncompensated Interest Shortfalls allocated to the Class CE-1 Certificates pursuant to Section 1.2 and the interest portion of Realized Losses allocated to the Class CE-1 Certificates pursuant to Section 1.2.

Interest Funds :  For any Distribution Date and any  Loan Group is equal to the sum of (i) the Interest Remittance Amount for that Loan Group for such Distribution Date and (ii) the aggregate Deferred Interest for the Loans in that Loan Group for the related Due Date up to the Principal Remittance Amount for that Loan Group for that Distribution Date.

Interest Remittance Amount :  For any Distribution Date and any Loan Group, the sum of the following amounts:

(1)

all interest received by or on behalf of each Servicer with respect to the Loans in such Loan Group by the Determination Date for such Distribution Date and not previously distributed;

(2)

all Advances in respect of interest made by a Servicer and/or the Master Servicer with respect to Loans in such Loan Group for that Distribution Date;

(3)

any amounts paid as Compensating Interest on the Loans in such Loan Group by a Servicer and/or the Master Servicer for that Distribution Date;

(4)

the interest portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation with respect to a Loan in such Loan Group under Section 2.3, any permitted purchase of a Loan in such Loan Group pursuant to Section  3.31 or any permitted repurchase of a Loan in such Loan Group; and

(5)

the interest portions of the Termination Price related to Loans in such Loan Group;

minus the sum of the following amounts:

(1)

the interest portion of all Prepaid Monthly Payments with respect to Loans in such Loan Group;

(2)

the interest portion of all Curtailments with respect to Loans in such Loan Group received after the related Prepayment Period, together with all interest paid by the related Mortgagor in connection with such Curtailments;

(3)

the interest portion of all Payoffs with respect to Loans in such Loan Group received after the related Prepayment Period, together with all interest paid by the related Mortgagor in connection with such Payoffs;

(4)

all amounts (other than Advances in respect of principal) reimbursable to a Servicer pursuant to the terms of the related Servicing Agreement or to the Master Servicer, the Securities Administrator, the Trustee or the Custodians pursuant to this Agreement or the related Custodial Agreement with respect to Loans in such Loan Group; and

(5)

the Servicing Fee, the Master Servicing Fee and the Credit Risk Management Fee for each Loan in such Loan Group and any premiums payable in connection with any lender paid primary mortgage insurance policies for the related Due Period with respect to Loans in such Loan Group.

Investment Withdrawal Distribution Date :  As defined in Section 3.23(c).

Issuing Entity :  Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4.

Last Scheduled Distribution Date :  The Distribution Date in August 2047.

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

LIBOR Determination Date :  With respect to each Interest Accrual Period (other than the initial Interest Accrual Period) and the Adjustable-Rate Certificates, the second LIBOR Business Day preceding such Interest Accrual Period on which the Securities Administrator will determine One-Month LIBOR for such Interest Accrual Period.

Liquidated Loan :  A Loan as to which the related Servicer has determined in accordance with its customary servicing practices that all amounts which it expects to recover from or on account of such Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise, have been recovered. For purposes of this definition, acquisition of a Mortgaged Property by the Trust Fund shall not constitute final liquidation of the related Loan.

Liquidation Proceeds :  The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the applicable Servicer pursuant to the related Servicing Agreement or the Master Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Loan through a trustee’s sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale of a Loan or an REO Property pursuant to or as contemplated by Section 2.3 or Section 9.1.

Loan Documents :  The documents evidencing or relating to each Loan delivered to the Custodians under the related Custodial Agreement on behalf of the Trustee.

Loan Group:   Any of Loan Group I, Loan Group II and Loan Group III, as applicable.

Loan Group I:   The Group I Loans.

Loan Group II:   The Group II Loans.

Loan Group III:   The Group III Loans.

Loan Schedule :  The schedule, as amended from time to time, of Loans, attached hereto as Schedule One, which shall set forth as to each Loan the following, among other things:

(i)

the loan number of the Loan and name of the related Mortgagor;

(ii)

the street address of the Mortgaged Property including city, state and zip code;

(iii)

the Mortgage Interest Rate as of the Cut-Off Date;

(iv)

the original term and maturity date of the related Mortgage Note;

(v)

the original Principal Balance;

(vi)

the first payment date;

(vii)

the Monthly Payment in effect as of the Cut-Off Date;

(viii)

the date of the last paid installment of interest;

(ix)

the unpaid Principal Balance as of the close of business on the Cut-Off Date;

(x)

the Loan-to-Value ratio at origination;

(xi)

the type of property and the Original Value of the Mortgaged Property;

(xii)

whether a primary mortgage insurance policy is in effect as of the Cut-Off Date;

(xiii)

the nature of occupancy at origination;

(xiv)

the first Adjustment Date, if applicable;

(xv)

the Gross Margin, if applicable;

(xvi)

the Maximum Mortgage Rate under the terms of the Mortgage Note, if applicable;

(xvii)

the Minimum Mortgage Rate under the terms of the Mortgage Note, if applicable;

(xviii)

the Periodic Rate Cap, if applicable;

(xix)

the first Adjustment Date immediately following the Cut-Off Date, if applicable;

(xx)

the Index, if applicable;

(xxi)

a code indicating whether the Loan is subject to Prepayment Charge, the term of such Prepayment Charge and the amount of such Prepayment Charge;

(xxii)

the Servicer;

(xxiii)

the Servicing Fee Rate; and

(xxiv)

the Custodian.

Loans :  The Mortgages and the related Mortgage Notes, each transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as part of the Trust Fund, as so identified in the Loan Schedule. Each of the Loans is referred to individually in this Agreement as a “Loan”.  

Loan-to-Value Ratio :  The original principal amount of a Loan divided by the Original Value; however, references to “current Loan-to-Value Ratio” shall mean the then current Principal Balance of a Loan divided by the Original Value.

Majority Class CE-1 Certificateholder: The Holder of a 50.01% or greater Percentage Interest in the Class CE-1 Certificates.

Master Servicer :  As of the Closing Date, Wells Fargo Bank, N.A., and thereafter, its respective successors in interest who meet the qualifications of this Agreement. The Master Servicer and the Securities Administrator shall at all times be the same Person.

Master Servicer Event of Default :  One or more of the events described in Section 7.1 hereof.

Master Servicing Compensation:   As defined in Section 3.14(a).

Master Servicing Fee:   As to each Loan and any Distribution Date, an amount equal to one twelfth of the product of the Master Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Loan as of the Due Date in the month preceding the month of such Distribution Date.

Master Servicing Fee Rate:  0.00% per annum.

Maximum Mortgage Rate : With respect to each Adjustable-Rate Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

Mezzanine Certificates: As specified in the Preliminary Statement.

Minimum Mortgage Rate : With respect to each Adjustable-Rate Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

Monthly Advance :  As to any Loan or REO Property, any advance made by a Servicer in respect of any Determination Date or in respect of any Distribution Date by a successor Servicer (including the Master Servicer) or by the Master Servicer or Trustee pursuant to Section 4.4 of this Agreement (which advances shall not include principal or interest shortfalls due to bankruptcy proceedings or application of the Relief Act or similar state or local laws).

Monthly Payment :  The scheduled payment of principal and interest on a Loan which is due on any Due Date for such Loan after giving effect to any reduction in the amount of interest collectible from any Mortgagor pursuant to the Relief Act.

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, or first priority security interest in, a Mortgaged Property securing a Mortgage Note.

Mortgage File :  The Loan Documents pertaining to a particular Loan.

Mortgage Interest Rate :  For any Loan, the per annum rate at which interest accrues on such Loan pursuant to the terms of the related Mortgage Note without regard to any reduction thereof as a result of the Relief Act.

Mortgage Loan Purchase Agreement :  The Mortgage Loan Purchase Agreement dated as of June 29, 2007, between the Depositor and the Seller, a copy of which is attached hereto as Exhibit J hereto.

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

Mortgage Pool :  All of the Loans.

Mortgaged Property :  With respect to any Loan, the real property, together with improvements thereto, securing the indebtedness of the Mortgagor under the related Loan.

Mortgagor :  The obligor on a Mortgage Note.

Net Deferred Interest:  For any Distribution Date and any Loan Group is equal to the excess, if any, of the Deferred Interest for each Loan in such Loan Group for the related Due Date, over the Principal Remittance Amount for such Loan Group for such Distribution Date.

Net Monthly Excess Cashflow:   With respect to any Distribution Date, the sum of (i) any Overcollateralization Reduction Amount and (ii) the excess of (x) the Available Distribution Amount for the Distribution Date over (y) the sum for that Distribution Date of (a) the Senior Interest Distribution Amount payable to the Holders of the Class A Certificates (other than the Group I/III Senior Certificates) and Components, (b) the aggregate of the Interest Distribution Amounts payable to the Holders of the Class M Certificates, (c) the Aggregate Principal Funds, (d) the Prepayment Charges, (e) any Adjusted Net Securities Administrator Class I-A-1B Swap Payment or Swap Termination Payment (not caused by the occurrence of a Class I-A-1B Swap Provider Trigger Event) owed to the Class I-A-1B Swap Provider, (f) any Adjusted Net Securities Administrator Class A-2A Swap Payment or Swap Termination Payment (not caused by the occurrence of a Class A-2A Swap Provider Trigger Event) owed to the Class A-2A Swap Provider, and (g) any Net Securities Administrator Certificate Swap Payment or Swap Termination Payment (not caused by the occurrence of a Certificate Swap Provider Trigger Event) owed to the Certificate Swap Provider.

Net Mortgage Rate:   For each Loan and for any date of determination, a per annum rate equal to the Mortgage Interest Rate for such Loan less the Administration Fee Rate.

Net Certificate Swap Provider Payment:  For any Distribution Date, the excess, if any, of (x) the Certificate Swap Provider Payment over (y) the Securities Administrator Certificate Swap Payment.

Net Class I-A-1B Swap Provider Payment:   With respect to any Distribution Date, the excess, if any, of (x) the Class I-A-1B Swap Provider Payment over (y) the Securities Administrator Class I-A-1B Swap Payment.

Net Class A-2A Swap Provider Payment:   With respect to any Distribution Date, the excess, if any, of (x) the Class A-2A Swap Provider Payment over (y) the Securities Administrator Class A-2A Swap Payment.

Net Securities Administrator Certificate Swap Payment:  For any Distribution Date, the excess, if any, of (x) the Securities Administrator Certificate Swap Payment over (y) the Certificate Swap Provider Payment.

Net Securities Administrator Class I-A-1B Swap Payment:   With respect to any Distribution Date, the excess, if any, of (x) the Securities Administrator Class I-A-1B Swap Payment over (y) the Class I-A-1B Swap Provider Payment.

Net Securities Administrator Class A-2A Swap Payment:   With respect to any Distribution Date, the excess, if any, of (x) the Securities Administrator Class A-2A Swap Payment over (y) the Class A-2A Swap Provider Payment.

Net WAC Pass-Through Rate :  With respect to any Distribution Date, the Net WAC Pass-Through Rate for each Class of Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates and Mezzanine Certificates, and each Component, will be as follows: `

(a)  

with respect to the Class I-A-1A Certificates and the Class I-A-2B, Class I-A-3 and Class I-A-4 Components, a per annum rate equal to the product of :

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group I Loans in the prior calendar month minus the aggregate Administration Fees for the Group I Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group I Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(b)  

with respect to the Class I-A-1B Certificates, a per annum rate equal to the excess, if any of:

(I) the Net WAC Pass-Through Rate for the Class I-A-1A Certificates and the Class I-A-2B, Class I-A-3 and Class I-A-4 Components for that Distribution Date, over

(II) the product of:

(x) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is any Adjusted Net Securities Administrator Class I-A-1B Swap Payment and Swap Termination Payment (which was not caused by a Class I-A-1B Swap Provider Trigger Event) payable to the Class I-A-1B Swap Provider for such Distribution Date, and (B) the denominator of which is the Certificate Principal Balance of the Class I-A-1B Certificates immediately prior to that Distribution Date, multiplied by

(y)  a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(c)  

with respect to the Class II-A-1 and Class II-A-2 Certificates, a per annum rate equal to the product of :

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group II Loans in the prior calendar month minus the aggregate Administration Fees for the Group II Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group II Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group II Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(d)

with respect to the Class III-A-1A Certificates and the Class III-A-2B, Class III-A-3 and Class III-A-4 Components, a per annum rate equal to the product of :

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group III Loans in the prior calendar month minus the aggregate Administration Fees for the Group III Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group III Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group III Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(e)  

with respect to the Class I-A-2A Component, a per annum rate equal to the excess, if any of:

(I) the Net WAC Pass-Through Rate for the Class I-A-1A Certificates and the Class I-A-2B, Class I-A-3 and Class I-A-4 Components for that Distribution Date, over

(II) the product of:

(x) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the product of (1) any Adjusted Net Securities Administrator Class A-2A Swap Payment and Swap Termination Payment (which was not caused by a Class A-2A Swap Provider Trigger Event) payable to the Class A-2A Swap Provider for such Distribution Date and (2) the Group I Allocation Percentage, and (B) the denominator of which is the Certificate Principal Balance of the Class I-A-2A Component immediately prior to that Distribution Date, multiplied by

(y)  a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(f)  

with respect to the Class III-A-2A Component, a per annum rate equal to the excess, if any of:

(I) the Net WAC Pass-Through Rate for the Class III-A-1 Certificates and the Class III-A-2B, Class III-A-3 and Class III-A-4 Components for that Distribution Date, over

(II) the product of:

(x) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the product of (1) any Adjusted Net Securities Administrator Class A-2A Swap Payment and Swap Termination Payment (which was not caused by a Class A-2A Swap Provider Trigger Event) payable to the Class A-2A Swap Provider for such Distribution Date and (2) the Group III Allocation Percentage, and (B) the denominator of which is the Certificate Principal Balance of the Class III-A-2A Component immediately prior to that Distribution Date, multiplied by

(y)  a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(g)  

with respect to each Class of Class M Certificates, a per annum rate equal to the weighted average (weighted with respect to clause (x), (y) and (z), on the basis of the Group Subordinate Component for Loan Group I, Loan Group II and Loan Group III, respectively) of:

(x)  a per annum rate equal to the product of:

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group I Loans in the prior calendar month minus the aggregate Administration Fees for the Group I Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group I Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group I Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(y)  a per annum rate equal to the product of:

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group II Loans in the prior calendar month minus the aggregate Administration Fees for the Group II Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group II Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group II Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period;

(z)  a per annum rate equal to the product of:

(I) the product of (i) 12 and (ii) a fraction, expressed as a percentage, (A) the numerator of which is the excess, if any, of (a) the amount of interest which accrued on the Group III Loans in the prior calendar month minus the aggregate Administration Fees for the Group III Loans for such Distribution Date, over (b) the product of (x) any Net Securities Administrator Certificate Swap Payment and Swap Termination Payment (which was not caused by a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider for such Distribution Date multiplied by (y) the Group III Certificate Swap Allocation Percentage, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the Group III Loans as of the last day of the immediately preceding Due Period (or as of the Cut-Off Date with respect to the first Distribution Date), after giving effect to Payoffs and Curtailments received during the related Prepayment Period, multiplied by

(II) a fraction, the numerator of which is 30, and the denominator of which is the actual number of days that elapsed in the Interest Accrual Period.

Net WAC Rate Carryover Amount:   With respect to any Class of the Class A Certificates (other than the Group I/III Senior Certificates) or Class M Certificates or Component and any Distribution Date on which the related Pass-Through Rate is limited to the related Net WAC Pass-Through Rate, an amount equal to the sum of (i) the excess of (x) the amount of interest such Class of Certificates or Component would have been entitled to receive on such Distribution Date if the related Net WAC Pass-Through Rate had not been applicable to such Class of Certificates or Component on such Distribution Date over (y) the amount of interest accrued on such Class of Certificates or Component for Distribution Date at the related Net WAC Pass-Through Rate plus (ii) the related Net WAC Rate Carryover Amount for previous Distribution Dates not previously distributed, together with interest thereon at a rate equal to the related Pass-Through Rate for such Class of Certificates or Component for the most recently ended Interest Accrual Period determined without taking into account the related Net WAC Pass-Through Rate.

NIMS Insurer :  With respect to any Date, an insurer, if any, that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class CE-1 Certificates, Class P Certificates and/or the Residual Certificates.   `

NIMS Insurer Default : The continuance of any failure by the NIMS Insurer, if any, to make a required payment under the policy insuring the net interest margin securities.

Nonrecoverable Advance :  With respect to any Loan, any Advance or Servicing Advance which the related Servicer shall have determined to be a Nonrecoverable Advance as defined in and pursuant to the related Servicing Agreement, or which the Master Servicer (including the Trustee as successor Master Servicer) shall have determined to be nonrecoverable pursuant to Section 4.4, respectively, and which was or is proposed to be made by such Servicer or the Master Servicer (including the Trustee as successor Master Servicer) .

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

OC Floor :  The product of (x) 0.50% and (y) the aggregate principal balance of the Loans as of the Cut-Off Date.

Officer’s Certificate :  With respect to any Person, a certificate signed by the Chairman of the Board, the President or a Vice-President, however denominated, of such Person (or, in the case of a Person which is not a corporation, signed by the person or persons having like responsibilities), and delivered to the Trustee.

One-Month LIBOR : For the initial Interest Accrual Period, the Securities Administrator will determine One-Month LIBOR for such Interest Accrual Period based on information available on the second LIBOR Business Day preceding the Closing Date with respect to the Adjustable-Rate Certificates, and for any Interest Accrual Period thereafter, on the second LIBOR Business Day preceding the related Interest Accrual Period, the one month rate which appears on the Dow Jones Telerate System, page 3750, as of 11:00 a.m., London time on the LIBOR Determination Date. If such rate is not provided, One-Month LIBOR shall mean the rate determined by the Securities Administrator (or a calculation agent on its behalf) in accordance with the following procedure:

(i)

The Securities Administrator on the LIBOR Determination Date will request the principal London offices of each of four major Reference Banks in the London interbank market, as selected by the Securities Administrator, to provide the Securities Administrator with its offered quotation for deposits in United States dollars for the upcoming one-month period, commencing on the second LIBOR Business Day immediately following such LIBOR Determination Date, to prime banks in the London interbank market at approximately 11:00 a.m. London time on such LIBOR Determination Date and in a principal amount that is representative for a single transaction in United States dollars in such market at such time. If at least two such quotations are provided, One-Month LIBOR determined on such LIBOR Determination Date will be the arithmetic mean of such quotations.

(ii)

If fewer than two quotations are provided, One-Month LIBOR determined on such LIBOR Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in New York City on such LIBOR Determination Date by three major banks in New York City selected by the Securities Administrator for one-month United States dollar loans to lending European banks, in a principal amount that is representative for a single transaction in United States dollars in such market at such time; provided, however, that if the banks so selected by the Securities Administrator are not quoting as mentioned in this sentence, One-Month LIBOR determined on such LIBOR Determination Date will continue to be One-Month LIBOR as then currently in effect on such LIBOR Determination Date.

(iii)

The establishment of One-Month LIBOR and each Pass-Through Rate for the Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of an Adjustable-Rate Certificate and the Securities Administrator.

Opinion of Counsel :  A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, a Servicer, the Securities Administrator or the Master Servicer acceptable to the Trustee and the NIMS Insurer, except that any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

Optional Termination Date :  The Distribution Date on which the aggregate Scheduled Principal Balance of the Loans (and REO Properties acquired in respect thereof)  remaining in the Trust Fund as of the last day of the related Due Period is reduced to less than or equal to 10% of the aggregate Scheduled Principal Balance of the Loans as of the Cut-Off Date.

Original Value :  With respect to any Loan other than a Loan originated for the purpose of refinancing an existing mortgage debt, the lesser of (a) the Appraised Value (if any) of the Mortgaged Property at the time the Loan was originated or (b) the purchase price paid for the Mortgaged Property by the Mortgagor. With respect to a Loan originated for the purpose of refinancing existing mortgage debt, the Original Value shall be equal to the lesser of (a) the Appraised Value of the Mortgaged Property at the time the Loan was originated or (b) the appraised value at the time the refinanced mortgage debt was incurred.

OTS :  The Office of Thrift Supervision, or any successor thereto.

Overcollateralization Amount:   With respect to any Distribution Date following the Closing Date will be an amount by which the aggregate Scheduled Principal Balance of the Loans immediately following the Distribution Date exceeds the sum of the Certificate Principal Balances of the Class A Certificates, the Class M Certificates and the Class P Certificates after taking into account distribution of the Principal Distribution Amount on such Distribution Date.

Overcollateralization Increase Amount :  With respect to any Distribution Date will be the lesser of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii) the amount, if any, by which the Required Overcollateralization Amount for such Distribution Date exceeds the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Aggregate Principal Funds is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Certificates and Components in reduction of their respective Certificate Principal Balances on such Distribution Date).

Overcollateralization Reduction Amount:   With respect to any Distribution Date, the lesser of (i) the Principal Funds and (ii) excess, if any, of (a) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Aggregate Principal Funds is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Certificates and Components in reduction of their respective Certificate Principal Balances on such Distribution Date) over (b) the Required Overcollateralization Amount; provided however that on any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Reduction Amount shall equal zero.

Ownership Interest :  With respect to any Residual Certificate, any ownership or security interest in such Residual Certificate, including any interest in a Residual Certificate as the Holder thereof and any other interest therein whether direct or indirect, legal or beneficial, as owner or as pledge.

Pass-Through Entity :  Any regulated investment company, real estate investment trust, common trust fund, partnership, trust or estate, and any organization to which Section 1381 of the Code applies.

Pass-Through Rate :  The Pass-Through Rate with respect to each Class of Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates and Mezzanine Certificates, and with respect to each Component, for each Distribution Date through and including the Optional Termination Date will be the lesser of (i) One-Month LIBOR plus the applicable margin set forth below for such Class or Component and (ii) the related Net WAC Pass-Through Rate; provided, however, that (i) the Pass-Through Rate for the Class I-A-1B Certificates will only be subject to the related Net WAC Pass-Through Rate if payments are not made under the Class I-A-1B Swap Agreement or the Class I-A-1B Swap Agreement has been terminated and (ii) the Pass-Through Rates for the Class I-A-2A Component and Class III-A-2A Component will only be subject to the related Net WAC Pass-Through Rate if payments are not made under the Class A-2A Swap Agreement or the Class A-2A Swap Agreement has been terminated; and provided, further, that the margins applicable to each of the Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates and Components will increase by 100% and the margins applicable to each of the Class M Certificates will increase by 50% on the Distribution Date following the first possible Optional Termination Date with respect to the Loans; and provided, further, that (i) in the event that the Class I-A-1B Swap Agreement is terminated early, the current margin for the Class I-A-1B Certificates will increase by 0.06% per annum on or before the first possible Optional Termination Date and will increase by 0.12% per annum after the first possible Optional Termination Date and (ii) in the event that the Class A-2A Swap Agreement is terminated early, the current margins for the Class I-A-2A Component and the Class III-A-2A Component will increase by 0.06% per annum on or before the first possible Optional Termination Date and will increase by 0.12% per annum after the first possible Optional Termination Date.  

Payoff :  Any voluntary payment of principal on a Loan by a Mortgagor equal to the entire outstanding Principal Balance of such Loan, if received in advance of the last scheduled Due Date for such Loan and is not accompanied by scheduled interest due on any date or dates in any month or months subsequent to the month of such payment-in-full.

PCAOB :  Means the Public Company Accounting Oversight Board.

Percentage Interest:   With respect to any Class of Certificates (other than the Residual Certificates) and any date of determination, the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance represented by such Certificate and the denominator of which is the aggregate initial Certificate Principal Balance of all of the Certificates of such Class. Each Certificate is issuable only in minimum Percentage Interests corresponding to the Authorized Denomination of the related Class of Certificates; provided, however, that a single Certificate of each such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance of such Class or to an otherwise Authorized Denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate, is as set forth on the face of such Certificate.

Periodic Rate Cap : With respect to each Adjustable-Rate Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Adjustable-Rate Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.

Permitted Transferee :  With respect to the holding or ownership of any Residual Certificate, any Person other than (i) the United States, a State or any political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government or International Organization, or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Code Section 521) which is exempt from the taxes imposed by Chapter 1 of the Code (unless such organization is subject to the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Code Section 1381(a)(2)(C), (v) any electing large partnership under Section 775 of the Code, (vi) any Person from whom the Securities Administrator has not received an affidavit to the effect that it is not a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code, and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the transfer of an Ownership Interest in a Residual Certificate to such Person may cause any REMIC created hereunder to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” shall have the meanings set forth in Code Section 7701 or successor provisions. A corporation shall not be treated as an instrumentality of the United States or of any State or political subdivision thereof if all of its activities are subject to tax, and, with the exception of Freddie Mac, a majority of its board of directors is not selected by such governmental unit.

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

Plan :  An employee benefit plan or arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or an entity whose underlying assets include such plan’s or arrangement’s assets by reason of their investment in the entity.

Prepaid Monthly Payment :  Any Monthly Payment received prior to its scheduled Due Date, which is intended to be applied to a Loan on its scheduled Due Date and held in the related Protected Account until the related Servicer Remittance Date following its scheduled Due Date.

Prepayment Charge:   With respect to any Principal Prepayment, any prepayment premium, penalty or charge payable by a Mortgagor in connection with any Principal Prepayment on a Loan pursuant to the terms of the related Mortgage Note, as set forth on the Prepayment Charge Schedule.

Prepayment Charge Schedule:   As of any date, the list of Loans providing for a Prepayment Charge included in the Trust Fund on such date, attached hereto as Schedule Two (including the prepayment charge summary attached thereto).  The Depositor shall deliver or cause the delivery of the Prepayment Charge Schedule to the Master Servicer, the Trustee and the Credit Risk Manager on the Closing Date. The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:

(i)

the Loan identifying number;

(ii)

a code indicating the type of Prepayment Charge;

(iii)

the date on which the first Monthly Payment was due on the related Mortgaged Loan;

(iv)

the term of the related Prepayment Charge;

(v)

the original Principal Balance of the related Loan; and

(vi)

the Principal Balance of the related Loan as of the Cut-Off Date.

Prepayment Interest Shortfall :  For any Distribution Date and any Loan on which a Payoff was made by a Mortgagor during the related Prepayment Period, an amount equal to one month’s interest at the applicable Net Mortgage Rate on such Loan less the amount of interest actually paid by the Mortgagor with respect to such Payoff.

Prepayment Period :  With respect to each Servicer, as set forth in the related Servicing Agreement.

Principal Balance :  For any Loan and at the time of any determination, the principal balance of such Loan remaining to be paid at the close of business on the Cut-Off Date or Subsequent Cut-Off Date, as applicable, after deduction of all principal payments due on or before the Cut-Off Date or Subsequent Cut-Off Date, as applicable, whether or not received, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date or Subsequent Cut-Off Date, as applicable, and distributed or to be distributed to Certificateholders through the Distribution Date in the month of such determination. In the case of a Substitute Loan, “Principal Balance” shall mean, at the time of any determination, the principal balance of such Substitute Loan on the related Cut-Off Date, or Subsequent Cut-Off Date, as applicable, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date or Subsequent Cut-Off Date, as applicable, and distributed or to be distributed to Certificateholders through the Distribution Date in the month of determination.  The Principal Balance of a Liquidated Loan shall be zero.

Principal Distribution Amount :  For any Distribution Date will equal (i) the excess of the Aggregate Principal Funds for such Distribution Date plus (ii) any Overcollateralization Increase Amount minus (iii) the amount of any Overcollateralization Reduction Amount for such Distribution Date and any amounts payable or reimbursable therefrom to the Servicers, the Trustee, the Custodians, the Master Servicer or the Securities Administrator prior to distributions being made on the Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates, Mezzanine Certificates and Components.  In no event will the Principal Distribution Amount with respect to any Distribution Date be less than zero or greater than the then outstanding aggregate Certificate Principal Balance of the Certificates.

Principal Funds:   For any Distribution Date and any Loan Group is equal to the excess, if any, of (i) the Principal Remittance Amount for that Loan Group for such Distribution Date over (ii) the aggregate Deferred Interest for the Loans in that Loan Group for the related Due Date.

Principal Prepayment :  Any payment of principal on a Loan which constitutes a Payoff or a Curtailment.

Principal Remittance Amount:   With respect to any Distribution Date and any Loan Group, the sum of the following amounts:

(1)

the total amount of all principal received by or on behalf of each Servicer with respect to the Loans in such Loan Group by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries and, with respect to any Distribution Date immediately following the termination of the Pre-Funding Period, any Remaining Pre-Funded Amount);

(2)

all Advances in respect of principal made by a Servicer and/or the Master Servicer with respect to Loans in such Loan Group for that Distribution Date;

(3)

the principal portions of the total amount deposited in the Distribution Account in connection with a Purchase Obligation with respect to Loans in such Loan Group under Section 2.3, any permitted repurchase of a Loan in such Loan Group or purchase of a Loan in such Loan Group pursuant to Section 3.31; and

(4)

the principal portions of the Termination Price with respect to Loans in such Loan Group;

minus, the sum of the following amounts:

(1)

the principal portion of all Prepaid Monthly Payments with respect to Loans in such Loan Group;

(2)

the principal portion of all Curtailments with respect to Loans in such Loan Group received after the related Prepayment Period;

(3)

the principal portion of all Payoffs with respect to Loans in such Loan Group received after the related Prepayment Period;

(4)

the principal portion of Liquidation Proceeds, Insurance Proceeds, and Subsequent Recoveries received on the Loans in such Loan Group after the related Prepayment Period;

(5)

all Advances in respect of principal with respect to Loans in such Loan Group reimbursable to a Servicer pursuant to the terms of the related servicing agreement or to the Master Servicer, the Securities Administrator or the Trustee pursuant to the terms of this Agreement; and

(6) all other amounts reimbursable to a Servicer pursuant to the terms of the related Servicing Agreement or to the Master Servicer, the Securities Administrator, the Trustee or the Custodians pursuant to the terms of this Agreement or the Custodial Agreements for the related Due Period to the extent not reimbursed from the Interest Remittance Amount for that Loan Group for the related Due Period, with respect to Loans in such Loan Group.

Protected Account :  An account or accounts established and maintained for the benefit of the Certificateholders by each Servicer with respect to the related Loans and with respect to REO Property pursuant to the applicable Servicing Agreement and which are Eligible Accounts.

Purchase Obligation :  An obligation of the Depositor or the Seller to repurchase Loans under the circumstances and in the manner provided in Section 2.3.

Purchase Price :  With respect to any Loan to be purchased pursuant to a Purchase Obligation, any Loan to be purchased pursuant to Section 3.32, or any Loan to be purchased or repurchased relating to an REO Property, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee and the Securities Administrator, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or in the case of an REO Property being purchased as provided in Section 9.1, 100% of the fair market value of such REO Property, such valuation to be conducted by an appraiser mutually agreed upon between the Terminator and the Securities Administrator, in their reasonable discretion), (ii) in the case of (x) a Loan, accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance was last made by the applicable Servicer or the Master Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.1, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Principal Balance at the applicable Net Mortgage Rate from the date interest was last paid by the related Mortgagor or the date an Advance was last made by the Servicer or the Master Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest in accordance with the Servicing Agreement, (iii) any unreimbursed Servicing Advances and Advances (including Nonrecoverable Advances) and any unpaid Servicing Fees or Master Servicing Fees allocable to such Loan or REO Property, any amounts due and owing to the Trustee, the Custodians, the Servicer, the Master Servicer and the Securities Administrator as of the Optional Termination Date, (iv) any Net Securities Administrator Certificate Swap Payments and Swap Termination Payments (not due to a Certificate Swap Provider Trigger Event) payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, (v) any Adjusted Net Securities Administrator Class I-A-1B Swap Payments and Swap Termination Payments (not due to a Class I-A-1B Swap Provider Trigger Event) payable to the Class I-A-1B Swap Provider which remain unpaid or which are due to the exercise of the optional termination right, (vi) any Net Securities Administrator Class A-2A Swap Payments and Swap Termination Payments (not due to a Class A-2A Swap Provider Trigger Event) payable to the Class A-2A Swap Provider which remain unpaid or which are due to the exercise of the optional termination right,  and any Swap Termination Payments payable to the Certificate Swap Provider which remain unpaid or which are due to the exercise of the optional termination right and (vii) in the case of a Loan required to be purchased pursuant to Section 2.3, expenses reasonably incurred or to be incurred by the Master Servicer, the Servicer, the Trustee or the Securities Administrator in respect of the breach or defect giving rise to a Purchase Obligation and any costs and damages incurred by the Trust Fund in connection with any violation by any such Loan of any predatory or abusive lending law.   

Rating Agency :  Initially, each of S&P, Moody’s and Fitch; thereafter, each nationally recognized statistical rating organization that has rated the Certificates at the request of the Depositor, or their respective successors in interest.

Ratings :  As of any date of determination, the ratings, if any, of the Certificates as assigned by each Rating Agency.

Realized Loss :  For any Distribution Date and any Loan which became a Liquidated Loan during the related Prepayment Period, the sum of (i) the Principal Balance of such Loan remaining outstanding (after all recoveries of principal, including net Liquidation Proceeds, have been applied thereto) and the principal portion of Advances which have been reimbursed with respect to such Loan, and (ii) the accrued interest on such Loan remaining unpaid and the interest portion of Advances which have been reimbursed from Liquidation Proceeds with respect to such Loan. The amounts described in clause (i) shall be the principal portion of Realized Losses and the amounts described in clause (ii) shall be the interest portion of Realized Losses.  For any Distribution Date and any Loan which is not a Liquidated Loan, the amount of any Bankruptcy Loss incurred with respect to such Loan as of the related Due Date shall be treated as a Realized Loss.

Record Date :  With respect to each Distribution Date and any Class of Book-Entry Certificates (other than the Class CE-2 and Class CE-3 Certificates), the Business Day preceding the related Distribution Date.  With respect to each Distribution Date and the Class CE-1, Class CE-2, Class CE-3, Class P and Class R Certificates, the last Business Day of the month immediately preceding the month in which the Distribution Date occurs.

Reference Banks :  Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank PLC and their successors in interest; provided, however, that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Securities Administrator which are engaged in transactions in Eurodollar deposits in the International Eurocurrency market (i) with an established place of business in London, (ii) not controlling, under the control of or under common control with the Depositor or any Affiliate thereof and (iii) which have been designated as such by the Securities Administrator

Regular Interest Certificates:   The Certificates (other than the Class R Certificates).

Regulation AB :  Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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

Relief Act :  The Servicemembers Civil Relief Act, or similar state or local laws.

Relief Act Interest Shortfall :  With respect to any Distribution Date and a Loan, the reduction in the amount of interest collectible on such Loan for the most recently ended calendar month immediately preceding such Distribution Date as a result of the application of the Relief Act.

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

REMIC Provisions :  Provisions of the United States federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

REMIC Regular Interest :  A REMIC I Regular Interest, REMIC II Regular Interest or a REMIC III Regular Interest.

Remittance Report :  A report by the Securities Administrator pursuant to Section 4.3.

REO Disposition :  The sale or other disposition of an REO Property on behalf of REMIC I.

REO Imputed Interest :  As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Net Mortgage Rate on the Scheduled Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

REO Property :  A Mortgaged Property, title to which has been acquired by a Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise.

Required Overcollateralization Amount: With respect to any Distribution Date, (a) if such Distribution Date is prior to the Stepdown Date, 0.65% of the aggregate Scheduled Principal Balance of the Loans as of the Cut-Off Date, or (b) if such Distribution Date is on or after the Stepdown Date, the greater of (i) 1.625% (for any Distribution Date on or after the Stepdown Date but prior to the Distribution Date in July 2013) or 1.300% (for any Distribution Date on or after the Stepdown Date and on or after the Distribution Date in July 2013), in each case, of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period, and after reduction for Realized Losses on the Loans incurred during the related Prepayment Period) and (ii) the OC Floor.  If a Trigger Event is in effect on any Distribution Date, the Required Overcollateralization Amount will be the same as the Required Overcollateralization Amount for the previous Distribution Date.

Reportable Event :  Has the meaning set forth in Section 3.30(b) of this Agreement.

Residual Certificate :  The Class R Certificate, which is being issued in a single Class. The R-I, R-II and R-III interests are hereby each designated the sole Class of “residual interests” in REMIC I, REMIC II and REMIC III, respectively, for purposes of Section 860G(a)(2) of the Code.

Reserve Fund :  Shall mean the separate trust account created and maintained by the Securities Administrator pursuant to Section 3.25 hereof.

Responsible Officer :  When used with respect to the Trustee, any officer in the corporate trust department or similar group of the Trustee with direct responsibility for the administration of this Agreement and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. When used with respect to the Master Servicer or the Securities Administrator, the Chairman or Vice-Chairman of the Board of Directors or Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee of the Board of Directors or Trustees, the President, the Chairman of the Committee on Trust Matters, any Vice-President, any Assistant Vice-President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, the Controller, any Assistant Controller or any other officer customarily performing functions similar to those performed by any of the above-designated officers and in each case having direct responsibility for the administration of this Agreement, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.  When used with respect to the Depositor or any other Person, the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of any executive committee of the Board of Directors, the President, any Vice-President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, or any other officer of the Depositor customarily performing functions similar to those performed by any of the above-designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

S&P :  Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. provided, that at any time it is a Rating Agency.

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

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

Scheduled Principal Balance :  With respect to any Loan and a Due Date, the unpaid principal balance of such Loan as specified in the amortization schedule (before any adjustment to such schedule by reason of bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) for such Due Date, after giving effect to (i) any previously applied Curtailments, (ii) the payment of principal on such Due Date and any reduction of the principal balance of such Loan by a bankruptcy court, irrespective of any delinquency in payment by the related Mortgagor and (iii) any Deferred Interest added to the principal balance of that Loan pursuant to the terms of the related mortgage note on or prior to that Due Date.  

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

Securities Administrator :  As of the Closing Date, Wells Fargo Bank, N.A., and thereafter, its respective successors in interest who meet the qualifications of this Agreement. The Securities Administrator and the Master Servicer shall at all times be the same Person.

Securities Administrator Certificate Swap Payment : For any Distribution Date on and after July 2007 and on or prior to the Distribution Date in June 2012, an amount equal to the product of (a) 5.475% per annum, (b) the product of (x) the notional amount set forth in the Certificate Swap Agreement (and set forth on Schedule III) and (y) 250 and (c) a fraction, the numerator of which is 30 and the denominator of which is 360.  

Securities Administrator Class I-A-1B Swap Payment : For any Distribution Date on and after July 2007 and on or prior to the Distribution Date in August 2047, an amount equal to the product of (x) the Class I-A-1B Swap Fee Rate, (y) a notional amount equal to the Certificate Principal Balance of the Class I-A-1B Certificates immediately prior to that Distribution Date and (z) a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360.  

Securities Administrator Class A-2A Swap Payment : For any Distribution Date on and after July 2007 and on or prior to the Distribution Date in August 2047, an amount equal to the product of (x) the Class A-2A Swap Fee Rate, (y) a notional amount equal to the Certificate Principal Balance of the Class A-2A Certificates immediately prior to that Distribution Date and (z) a fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360.  

Seller :  DB Structured Products, Inc., or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement and in its capacity as assignor under the Assignment Agreements.

Senior Interest Distribution Amount :   With respect to any Distribution Date and any Class of Group I Senior Certificates, Group II Senior Certificates and Group III Senior Certificates and any Component, an amount equal to the sum of (i) the Interest Distribution Amount for such Distribution Date for such Class or Component and (ii) the Interest Carry Forward Amount, if any, for such Distribution Date for such Class or Component.

Senior Principal Distribution Amount :   With respect to any Distribution Date is an amount equal to the excess of (x) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to the Distribution Date over (y) the lesser of (A) the product of (i) 80.625% (for any Distribution Date on or after the Stepdown Date but prior to the Distribution Date in July 2013) or 84.500% (for any Distribution Date on or after the Stepdown Date and on or after the Distribution Date in July 2013) and (ii) the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the excess, if any of the aggregate Scheduled Principal Balance of the Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the OC Floor.

Sequential Trigger Event :  A Sequential Trigger Event is in effect on any Distribution Date if (x) on any Distribution Date before the Distribution Date in July 2010, the aggregate amount of Realized Losses on the Group II Loans incurred since the Cut-Off Date through the last day of the related Prepayment Period divided by the aggregate Stated Principal Balance of the Group II Loans as of the Cut-Off Date exceeds 0.55% or (y) on any Distribution Date on or after the Distribution Date in July 2010, a Trigger Event is in effect or (z) on any Distribution Date before the Distribution Date in July 2010, the Group II Rolling Sixty-Day Delinquency Rate equals or exceeds 40.00% of the Credit Enhancement Percentage for the Group II Senior Certificates for the prior Distribution Date.

Servicer :  GMACM and Countrywide Servicing, as applicable, or any successor appointed under the applicable Servicing Agreement.

Servicer Remittance Date :  With respect to each Servicer, as set forth in the related Servicing Agreement.

Servicing Advances :  The customary reasonable and necessary “out-of-pocket” costs and expenses incurred by the applicable Servicer in connection with a default, delinquency or other unanticipated event by the applicable Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Loan and (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property. No Servicer shall be required to make any Servicing Advance in respect of a Loan or REO Property that, in the good faith business judgment of such Servicer, would not be ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds on such Loan or REO Property as provided herein.

Servicing Agreement :  The GMACM Servicing Agreement and the Countrywide Servicing Agreement, as applicable.

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 each Loan and for any Distribution Date, an amount equal to one twelfth of the product of the related Servicing Fee Rate multiplied by the Scheduled Principal Balance of such Loan as of the Due Date in the month preceding the month of such Distribution Date. The Servicing Fee is payable solely from collections of interest on the Loans or as otherwise provided in the related Servicing Agreement.

Servicing Fee Rate :  With respect to each Loan, the related per annum rate for such Loan, as set forth on the Loan Schedule.

Servicing Function Participant :  Means any Sub-Servicer, Subcontractor, each Servicer, the Master Servicer, each Custodian, the Securities Administrator and any other Person that is deemed to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB.

Servicing Officer :  Any individual involved in, or responsible for, the administration and servicing of the Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee, the Depositor and the Securities Administrator on the Closing Date by each Servicer and the Master Servicer, as such lists may from time to time be amended.

Special Servicer :  A designee of the Majority Class CE-1 Certificateholder appointed hereunder that (i) (A) is an affiliate of the Master Servicer and services mortgage loans similar to the Loans in the jurisdictions in which the related Mortgaged Properties are located or (B) has a rating of at least “Above Average” by S&P or a rating of at least “SQ2” as a special servicer by Moody’s, (ii) the Rating Agencies have confirmed to the Trustee that such appointment will not result in the reduction or withdrawal of  the then current ratings of any of the Certificates, (iii) has a net worth of at least $25,000,000, (iv) agrees to the conditions set forth in Section 6.10 of this Agreement and (v) is reasonably acceptable to the Master Servicer.

Special Servicer Agreement :  An agreement among the Special Servicer, the Majority Class CE-1 Certificateholder, the Master Servicer and the Trustee which will (i) contain (a) special servicing terms, provisions and conditions for the servicing and administration of defaulted Loans for which the servicing obligations have been transferred to the Special Servicer pursuant to this Agreement and (b) certain representations and warranties of the Special Servicer regarding the Special Servicer and the performance of its servicing obligations and (ii) be reasonably acceptable to the Master Servicer, the Trustee and the Rating Agencies.

Startup Day:  With respect to each REMIC, the day designated as such pursuant to Section 10.1(b) hereof.

Stepdown Date:    The earlier to occur of (1) the Distribution Date following the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date in July 2010 and (y) the first Distribution Date on which the Credit Enhancement Percentage of the Senior Certificates (calculated for this purpose only after taking into account distributions of principal on the Loans, but prior to any distribution of the Principal Distribution Amount to the Certificateholders then entitled to distributions of principal on such Distribution Date) is greater than or equal to (a) 19.375% on any Distribution Date prior to the Distribution Date in July 2013 and (b) 15.50% on any Distribution Date on or after the Distribution Date in July 2013.

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

Subordinate Certificates :  The Class M Certificates and the Class CE-1 Certificates.

Subsequent Recoveries :  With respect to any Distribution Date, all amounts received during the related Prepayment Period by the related Servicer specifically related to a defaulted Loan or disposition of an REO Property prior to the related Prepayment Period that resulted in a Realized Loss, after the liquidation or disposition of such defaulted Loan.

Sub-Servicer :  Means any Person that (i) services Loans on behalf of any Servicer or any party hereto, and (ii) is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of servicing functions required to be performed under this Agreement, any related Servicing Agreement or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB.

Substitute Loan:   A mortgage loan substituted for a Deleted Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Interest Rate not less than (and not more than one percentage point in excess of) the Mortgage Interest Rate of the Deleted Loan, (iii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Loan, (iv) have the same Due Date as the Due Date on the Deleted Loan, (v) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Loan as of such date, (vi) have a risk grading at least equal to the risk grading assigned on the Deleted Loan, (vii) is a “qualified mortgage” as defined in the REMIC Provisions and (viii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Loan.  In the event that one or more mortgage loans are substituted for one or more Deleted Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Interest Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Interest  Rates, the terms described in clause (iii) hereof shall be determined on the basis of weighted average remaining term to maturity, the Loan-to-Value Ratios described in clause (v) hereof shall be satisfied as to each such Substitute Loan, the risk gradings described in clause (vi) hereof shall be satisfied as to each such Substitute Loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clauses (vii) and (viii) hereof must be satisfied as to each Substitute Loan or in the aggregate, as the case may be.  

Substitution Shortfall Amount :  Has the meaning set forth in Section 2.3(b) of this Agreement.

Supplemental Interest Trust : Has the meaning set forth in Section 4.12 of this Agreement.

Swap Net WAC Pass-Through Rate :  With respect to any Distribution Date, the Swap Net WAC Pass-Through Rate for the Class I-A-1B Certificates and Class I-A-2A and Class III-A-2A Com