POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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HSBC BANK USA, NATIONAL ASSOCIATION | TRUST ESTATE | WELLS FARGO ASSET SECURITIES CORPORATION | WELLS FARGO BANK, NA

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Title: POOLING AND SERVICING AGREEMENT
Date: 7/12/2007

POOLING AND SERVICING AGREEMENT, Parties: hsbc bank usa national association , trust estate , wells fargo asset securities corporation , wells fargo bank na

EXHIBIT 4.1

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WELLS FARGO ASSET SECURITIES CORPORATION

(Depositor)

and

WELLS FARGO BANK, N.A.

(Master Servicer)

and

HSBC BANK USA, NATIONAL ASSOCIATION

(Trustee)

POOLING AND SERVICING AGREEMENT

Dated as of June 28, 2007

$751,843,367.60

Mortgage Pass-Through Certificates

Series 2007-9

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<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.......................................................

Section 1.02 Acts of Holders...................................................

Section 1.03 Effect of Headings and Table of Contents..........................

Section 1.04 Benefits of Agreement.............................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF THE CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans......................................

Section 2.02 Acceptance by Custodian...........................................

Section 2.03 Representations and Warranties of the Master Servicer and the

Depositor........................................................

Section 2.04 Execution and Delivery of Certificates............................

Section 2.05 Designation of Certificates; Designation of Startup Day and

Latest Possible Maturity Date....................................

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING

OF THE MORTGAGE LOANS

Section 3.01 Certificate Account...............................................

Section 3.02 Permitted Withdrawals from the Certificate Account................

Section 3.03 Advances by Master Servicer and Trustee...........................

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

and Retained Mortgage Loan Files.................................

Section 3.05 Annual Compliance Statements......................................

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

Section 3.07 Amendments to Servicing Agreements, Modification of Standard

Provisions.......................................................

Section 3.08 Oversight of Servicing............................................

Section 3.09 Termination and Substitution of Servicing Agreements..............

Section 3.10 Application of Net Liquidation Proceeds...........................

Section 3.11 Assessment of Servicing Compliance; Registered Public

Accounting Firm Attestation Reports..............................

Section 3.12 Exchange Act Reports..............................................

ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

PAYMENTS TO CERTIFICATEHOLDERS;

STATEMENTS AND REPORTS

Section 4.01 Distributions.....................................................

Section 4.02 Allocation of Realized Losses.....................................

Section 4.03 Paying Agent......................................................

Section 4.04 Statements to Certificateholders; Reports to the Trustee and

the Depositor....................................................

Section 4.05 Grantor Trust Administration......................................

Section 4.06 Calculation of Amounts; Binding Effect of Interpretations and

Actions of Master Servicer.......................................

Section 4.07 Distributions on Exchangeable Certificates........................

ARTICLE V

THE CERTIFICATES

Section 5.01 The Certificates..................................................

Section 5.02 Registration of Certificates......................................

Section 5.03 Transfer of Exchangeable REMIC Certificates and Exchangeable

Certificates.....................................................

Section 5.04 Exchanges of Exchangeable REMIC Certificates and Exchangeable

Certificates.....................................................

Section 5.05 Mutilated, Destroyed, Lost or Stolen Certificates.................

Section 5.06 Persons Deemed Owners.............................................

Section 5.07 Access to List of Certificateholders' Names and Addresses.........

Section 5.08 Maintenance of Office or Agency...................................

Section 5.09 Definitive Certificates...........................................

Section 5.10 Notices to Clearing Agency........................................

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01 Liability of the Depositor and the Master Servicer................

Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer...

Section 6.03 Limitation on Liability of the Depositor, the Master Servicer

and Others.......................................................

Section 6.04 Resignation of the Master Servicer................................

Section 6.05 Compensation to the Master Servicer...............................

Section 6.06 Assignment or Delegation of Duties by Master Servicer.............

Section 6.07 Indemnification of Trustee and Depositor by Master Servicer.......

Section 6.08 Master Servicer Errors and Omissions Policy.......................

ARTICLE VII

DEFAULT

Section 7.01 Events of Default.................................................

Section 7.02 Other Remedies of Trustee.........................................

Section 7.03 Directions by Certificateholders and Duties of Trustee During

Event of Default.................................................

Section 7.04 Action upon Certain Failures of the Master Servicer and upon

Event of Default.................................................

Section 7.05 Trustee to Act; Appointment of Successor..........................

Section 7.06 Notification to Certificateholders................................

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01 Duties of Trustee.................................................

Section 8.02 Certain Matters Affecting the Trustee.............................

Section 8.03 Trustee Not Required to Make Investigation........................

Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans.............

Section 8.05 Trustee May Own Certificates......................................

Section 8.06 The Master Servicer to Pay Fees and Expenses; Limitation on

Liability........................................................

Section 8.07 Eligibility Requirements..........................................

Section 8.08 Resignation and Removal...........................................

Section 8.09 Successor.........................................................

Section 8.10 Merger or Consolidation...........................................

Section 8.11 Authenticating Agent..............................................

Section 8.12 Separate Trustees and Co-Trustees.................................

Section 8.13 Tax Matters; Compliance with REMIC Provisions.....................

Section 8.14 Monthly Advances..................................................

Section 8.15 Indemnification of the Master Servicer and Depositor by the

Trustee..........................................................

Section 8.16 Trustee Errors and Omissions Policy...............................

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Purchase by the Depositor or Liquidation of

All Mortgage Loans...............................................

Section 9.02 Additional Termination Requirements...............................

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.........................................................

Section 10.02 Recordation of Agreement..........................................

Section 10.03 Limitation on Rights of Certificateholders........................

Section 10.04 Governing Law; Jurisdiction.......................................

Section 10.05 Notices...........................................................

Section 10.06 Severability of Provisions........................................

Section 10.07 Special Notices to Rating Agencies................................

Section 10.08 Covenant of Depositor.............................................

Section 10.09 Recharacterization................................................

Section 10.10 Regulation AB Compliance; Intent of Parties; Reasonableness.......

ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date......................................................

Section 11.02 Cut-Off Date Aggregate Principal Balance..........................

Section 11.03 Original Group I-A and Group II-A Percentages.....................

Section 11.04 Original Principal Balances of the Classes of Class A

Certificates.....................................................

Section 11.05 Original Aggregate Non-PO Principal Balance.......................

Section 11.06 Original Aggregate Class A Percentage.............................

Section 11.07 Original Class B Principal Balance................................

Section 11.08 Original Principal Balances of the Classes of Class B

Certificates.....................................................

Section 11.09 Original Class B-1 Fractional Interest............................

Section 11.10 Original Class B-2 Fractional Interest............................

Section 11.11 Original Class B-3 Fractional Interest............................

Section 11.12 Original Class B-4 Fractional Interest............................

Section 11.13 Original Class B-5 Fractional Interest............................

Section 11.14 Closing Date......................................................

Section 11.15 Right to Purchase.................................................

Section 11.16 Single Certificate................................................

Section 11.17 Servicing Fee Rate................................................

Section 11.18 Master Servicing Fee Rate.........................................

SCHEDULE I Applicable Unscheduled Principal Receipt Period

<PAGE>

EXHIBITS

--------

EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate

EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate

EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate

EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate

EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate

EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate

EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate

EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate

EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate

EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate

EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate

EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate

EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate

EXHIBIT A-II-A-3 - Form of Face of Class II-A-3 Certificate

EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate

EXHIBIT B-1 - Form of Face of Class B-1 Certificate

EXHIBIT B-2 - Form of Face of Class B-2 Certificate

EXHIBIT B-3 - Form of Face of Class B-3 Certificate

EXHIBIT B-4 - Form of Face of Class B-4 Certificate

EXHIBIT B-5 - Form of Face of Class B-5 Certificate

EXHIBIT B-6 - Form of Face of Class B-6 Certificate

EXHIBIT C - Form of Reverse of Series 2007-9 Certificates

EXHIBIT D - Reserved

EXHIBIT E - Custodial Agreement

EXHIBIT F - Addresses for Requesting Mortgage Loan Schedule

EXHIBIT G - Request for Release

EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the Internal

Revenue Code of 1986, as amended, and for Non-ERISA

Investors

EXHIBIT I - Letter from Transferor of Residual Certificate

EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6] Certificates)

EXHIBIT K - List of Recordation States

EXHIBIT L - Servicing Agreements

EXHIBIT M - Form of Special Servicing Agreement

EXHIBIT N - Form of Initial Certification of the Custodian

EXHIBIT O - Form of Final Certification of the Custodian

EXHIBIT P - Form of Sarbanes Oxley Certification

EXHIBIT Q - Reserved

EXHIBIT R - Servicing Criteria to be Addressed in Assessment of

Compliance

EXHIBIT S - Additional Form 10-D Disclosure

EXHIBIT T - Additional Form 10-K Disclosure

EXHIBIT U - Form 8-K Disclosure Information

EXHIBIT V - Additional Disclosure Notification

EXHIBIT W - Combination Groups

EXHIBIT X - Form of Request for Exchange of Exchangeable REMIC

Certificates or Exchangeable Certificates

<PAGE>

This Pooling and Servicing Agreement, dated as of June 28, 2007

executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO

BANK, N.A., as Master Servicer and HSBC BANK USA, NATIONAL ASSOCIATION, as

Trustee.

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

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article.

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

Accepted Master Servicing Practices: Accepted Master Servicing

Practices shall consist of the customary and usual master servicing practices of

prudent master servicing institutions which master service mortgage loans of the

same type as the Mortgage Loans in the jurisdictions in which the related

Mortgaged Properties are located, regardless of the date upon which the related

Mortgage Loans were originated.

Accretion Termination Date: The earlier to occur of (i) the

Distribution Date following the Distribution Date on which the Principal Balance

of the Class I-A-2 Certificates has been reduced to zero or (ii) the

Subordination Depletion Date.

Accrual Certificates: The Class I-A-7 Certificates.

Accrual Distribution Amount: As to any Distribution Date prior to

the Accretion Termination Date and the Accrual Certificates, an amount equal to

the sum of (i) the Group I-A Interest Percentage of such Certificates of the

Current Group I-A Interest Distribution Amount and (ii) the Group I-A Interest

Shortfall Percentage of such Certificates of the amount distributed in respect

of the Classes of Group I-A Certificates pursuant to Paragraph second clause (A)

of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date and

the Accrual Certificates on or after the Accretion Termination Date, zero.

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

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

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

Adjusted Principal Balance: As to any Distribution Date and any

Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal

Balance of such Class with respect to such Distribution Date minus (ii) the

Adjustment Amount for such Distribution Date less the Principal Balances for any

Classes of Class B Certificates with higher numerical designations.

Adjustment Amount: For any Distribution Date, the difference between

(A) the sum of the Aggregate Class A Non-PO Principal Balance and the Class B

Principal Balance as of the related Determination Date and (B) the sum of (i)

the sum of the Aggregate Class A Non-PO Principal Balance and the Class B

Principal Balance as of the Determination Date succeeding such Distribution Date

and (ii) the aggregate amount that would have been distributed to all Classes of

Class A Non-PO Certificates and the Class B Certificates as principal in

accordance with Section 4.01(a) for such Distribution Date; without regard to

the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2

Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal

Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal

Principal Amount.

Aggregate Adjusted Pool Amount: With respect to any Distribution

Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool

Amount.

Aggregate Adjusted Pool Amount (Non-PO Portion): With respect to any

Distribution Date, the sum of the Group I Adjusted Pool Amount (Non-PO Portion)

and Group II Adjusted Pool Amount (Non-PO Portion).

Aggregate Class A Non-PO Principal Balance: With respect to any

Determination Date, the sum of the Group I-A Non-PO Principal Balance and the

Group II-A Non-PO Principal Balance.

Aggregate Class A Percentage: As to any Distribution Date, the

percentage obtained by dividing (i) the Aggregate Class A Non-PO Principal

Balance by (ii) the Pool Balance (Non-PO Portion).

Aggregate Class A Principal Balance: With respect to any

Determination Date, the sum of the Group I-A Principal Balance and Group II-A

Principal Balance.

Aggregate Group I-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group I-A Certificates (or in the case of the Accrual

Certificates prior to the Accretion Termination Date, the amount included in the

Accrual Distribution Amount pursuant to clause (ii) of the definition thereof).

Aggregate Group II-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group II-A Certificates.

Aggregate Non-PO Principal Balance: As of any Determination Date,

the sum of the Aggregate Class A Non-PO Principal Balance and the Class B

Principal Balance as of such date.

Aggregate Principal Balance: As of any Determination Date, the sum

of the Aggregate Class A Principal Balance and the Class B Principal Balance as

of such date.

Aggregate Subordinate Percentage: The sum of the Principal Balances

of the Class B Certificates divided by the Pool Balance (Non-PO Portion).

Agreement: This Pooling and Servicing Agreement and all

amendments and supplements hereto.

Applicable Unscheduled Principal Receipt Period: With respect to the

Mortgage Loans serviced by each Servicer and each of the Full Unscheduled

Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled

Principal Receipt Period specified on Schedule I hereto, as amended by the

Master Servicer pursuant to Section 10.01(b) hereof.

Apportioned Class B Principal Distribution Amount: As to any

Distribution Date and any Class of Class B Certificates, the product of (i) the

applicable Class B Principal Distribution Amount less the amount, if any, that

would have been distributable to such Class pursuant to Section 4.01(a)(ii) that

is used to pay the Class A-PO Deferred Amounts as provided in Paragraph fourth

of Section 4.01(a)(i) and (ii) the Apportionment Fraction for such Class.

Apportionment Fraction: As to any Class of Class B Certificates and

any Distribution Date occurring prior to the Subordination Depletion Date and

(i) on or after the Distribution Date on which the Group I-A Non-PO Principal

Balance has been reduced to zero, a fraction, the numerator of which is the

applicable Class B Loan Group I Optimal Principal Amount and the denominator of

which is the applicable Class B Optimal Principal Amount without regard to the

proviso thereto or (ii) on or after the Distribution Date on which the Group

II-A Non-PO Principal Balance has been reduced to zero, a fraction, the

numerator of which is the applicable Class B Loan Group II Optimal Principal

Amount and the denominator of which is the applicable Class B Optimal Principal

Amount without regard to the proviso thereto.

Authenticating Agent: Any authenticating agent appointed by the

Trustee pursuant to Section 8.11. Initially, the Master Servicer shall be the

Authenticating Agent for the Certificates.

Available Master Servicer Compensation: With respect to any

Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution

Date, (b) interest earned through the business day preceding the applicable

Distribution Date on any Prepayments in Full remitted to the Master Servicer and

Master Servicer pursuant to the related Servicing Agreements.

Balloon Loan: A Mortgage Loan that provides for the payment of the

unamortized principal balance of such Mortgage Loan in a single payment at the

maturity of such Mortgage Loan that is greater than the preceding Monthly

Payment.

Balloon Payment: A payment of the unamortized principal balance of a

Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is

greater than the preceding Monthly Payment.

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

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss

shall not be deemed a Bankruptcy Loss hereunder so long as the applicable

Servicer has notified the Master Servicer and the Trustee in writing that such

Servicer is diligently pursuing any remedies that may exist in connection with

the representations and warranties made regarding the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any premiums on any applicable primary hazard

insurance policy and any related escrow payments in respect of such Mortgage

Loan are being advanced on a current basis by such Servicer without giving

effect to any Debt Service Reduction.

Beneficial Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate, as reflected

on the books of the Clearing Agency, or on the books of a Person maintaining an

account with such Clearing Agency (directly or as an indirect participant, in

accordance with the rules of such Clearing Agency), as the case may be.

Book-Entry Certificate: Any one of the Class I-A-1 Certificates,

Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates,

Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates,

Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-PO Certificates,

Class II-A-1 Certificates, Class II-A-2 Certificates, Class II-A-3 Certificates,

Class II-A-PO Certificates, Class B-1 Certificates, Class B-2 Certificates and

Class B-3 Certificates, beneficial ownership and transfers of which shall be

evidenced by, and made through, book entries by the Clearing Agency as described

in Section 5.01(b).

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)

a legal holiday in the City of New York, State of Iowa, State of Maryland or

State of Minnesota or (iii) a day on which banking institutions in the City of

New York, or the State of Iowa, State of Maryland or State of Minnesota are

authorized or obligated by law or executive order to be closed.

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

Certificates.

Certificate Account: The separate trust account established and

maintained by the Master Servicer pursuant to Section 3.01 which shall be

entitled "Certificate Account, Wells Fargo Bank, N.A. as Master Servicer on

behalf of the Trustee, in trust for the Holders of the Certificates of the Wells

Fargo Mortgage Backed Securities 2007-9 Trust." The Certificate Account shall be

an Eligible Account.

Certificate Custodian: Initially, Wells Fargo Bank; thereafter any

other Certificate Custodian acceptable to The Depository Trust Company and

selected by the Trustee.

Certificate Register and Certificate Registrar: Respectively, the

Initially the Certificate Registrar shall be the Master Servicer.

Certificateholder or Holder: The Person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purposes

of the taking of any action under Articles VII or VIII, any Certificate

registered in the name of the Master Servicer, a Servicer or any affiliate

thereof shall be deemed not to be outstanding and the Voting Interest evidenced

thereby shall not be taken into account in determining whether the requisite

percentage of Certificates necessary to effect any such action has been

obtained.

Class: All certificates whose form is identical except for

variations in the Percentage Interest evidenced thereby.

Class I-A-1 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-1 and Exhibit C hereto.

Class I-A-1 Certificateholder: The registered holder of a Class

I-A-1 Certificate.

Class I-A-1 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class I-A-1 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class I-A-2 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-2 and Exhibit C hereto.

Class I-A-2 Certificateholder: The registered holder of a Class

I-A-2 Certificate.

Class I-A-2 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class I-A-2 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class I-A-3 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-3 and Exhibit C hereto.

Class I-A-3 Certificateholder: The registered holder of a Class

I-A-3 Certificate.

Class I-A-3 Loss Allocation Amount: With respect to any

Determination Date after the Subordination Depletion Date, the lesser of (a) the

Principal Balance of the Class I-A-3 Certificates with respect to such

Determination Date prior to any reduction for the Class I-A-3 Loss Allocation

Amount and (b) the Class I-A-1 Loss Amount.

Class I-A-4 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-4 and Exhibit C hereto.

Class I-A-4 Certificateholder: The registered holder of a Class

I-A-4 Certificate.

Class I-A-4 Loss Allocation Amount: With respect to any

Determination Date after the Subordination Depletion Date, the lesser of (a) the

Principal Balance of the Class I-A-4 Certificates with respect to such

Determination Date prior to any reduction for the Class I-A-4 Loss Allocation

Amount and (b) the sum of the Class I-A-2 Loss Amount and Class I-A-7 Loss

Amount.

Class I-A-5 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-5 and Exhibit C hereto.

Class I-A-5 Certificateholder: The registered holder of a Class

I-A-5 Certificate.

Class I-A-5 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class I-A-5 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class I-A-6 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-6 and Exhibit C hereto.

Class I-A-6 Certificateholder: The registered holder of a Class

I-A-6 Certificate.

Class I-A-6 Loss Allocation Amount: With respect to any

Determination Date after the Subordination Depletion Date, the lesser of (a) the

Principal Balance of the Class I-A-6 Certificates with respect to such

Determination Date prior to any reduction for the Class I-A-6 Loss Allocation

Amount and (b) the Class I-A-5 Loss Amount.

Class I-A-7 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-7 and Exhibit C hereto.

Class I-A-7 Certificateholder: The registered holder of a Class

I-A-7 Certificate.

Class I-A-7 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class I-A-7 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class I-A-8 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-8 and Exhibit C hereto.

Class I-A-8 Certificateholder: The registered holder of a Class

I-A-8 Certificate.

Class I-A-9 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-9 and Exhibit C hereto.

Class I-A-9 Certificateholder: The registered holder of a Class

I-A-9 Certificate.

Class I-A-PO Certificate: Any one of the Certificates executed by

the Paying Agent and countersigned by the Authenticating Agent in substantially

the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.

Class I-A-PO Certificateholder: The registered holder of a Class

I-A-PO Certificate.

Class I-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that

is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group I Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group I Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group I Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group I Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Substitution Principal Amount with respect to each Group I

Mortgage Loan for which a Group I Mortgage Loan was substituted during the

one month period ending on the day preceding the Determination Date for

such Distribution Date, less the amount allocable to the principal portion

of any unreimbursed Periodic Advances previously made by the applicable

Servicer, the Master Servicer or the Trustee in respect of such Group I

Mortgage Loan for which a Group I Mortgage Loan was substituted; and

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

Class I-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount

for the Class I-A-PO Certificates for such Distribution Date (calculated without

regard to the Class I-A-PO Recovery for such Distribution Date) and (b) an

amount equal to the sum as to each Group I Mortgage Loan as to which there has

been a Recovery during the Applicable Unscheduled Principal Receipt Period, of

the product of (x) the PO Fraction with respect to such Group I Mortgage Loan

and (y) the amount of the Recovery with respect to such Group I Mortgage Loan.

As to any Distribution Date on or after the Subordination Depletion Date, the

amount determined in accordance with clause (b) above.

Class I-A-R Certificate: The Certificate executed by the Paying

Agent and countersigned by the Authenticating Agent in substantially the form

set forth in Exhibit A-I-A-R and Exhibit C hereto.

Class I-A-R Certificateholder: The registered holder of the Class

I-A-R Certificate.

Class II-A-1 Certificate: Any one of the Certificates executed by

the Paying Agent and countersigned by the Authenticating Agent in substantially

the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.

Class II-A-1 Certificateholder: The registered holder of a Class

II-A-1 Certificate.

Class II-A-2 Certificate: Any one of the Certificates executed by

the Paying Agent and countersigned by the Authenticating Agent in substantially

the form set forth in Exhibit A-II-A-2 and Exhibit C hereto.

Class II-A-2 Certificateholder: The registered holder of a Class

II-A-2 Certificate.

Class II-A-3 Certificate: Any one of the Certificates executed by

the Paying Agent and countersigned by the Authenticating Agent in substantially

the form set forth in Exhibit A-II-A-3 and Exhibit C hereto.

Class II-A-3 Certificateholder: The registered holder of a Class

II-A-3 Certificate.

Class II-A-PO Certificate: Any one of the Certificates executed by

the Paying Agent and countersigned by the Authenticating Agent in substantially

the form set forth in Exhibit A-II-A-PO and Exhibit C hereto.

Class II-A-PO Certificateholder: The registered holder of a Class

II-A-PO Certificate.

Class II-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum, as to each Group II Mortgage Loan

that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group II Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group II Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group II Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group II Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Depositor pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the Substitution Principal Amount with respect to each Group II

Mortgage Loan for which a Group II Mortgage Loan was substituted during

the one month period ending on the day preceding the Determination Date

for such Distribution Date, less the amount allocable to the principal

portion of any unreimbursed Periodic Advances previously made by the

applicable Servicer, the Master Servicer or the Trustee in respect of such

Group II Mortgage Loan for which a Group II Mortgage Loan was substituted;

and

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

Class II-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class A-PO Deferred Amount

for the Class II-A-PO Certificates for such Distribution Date (calculated

without regard to the Class II-A-PO Recovery for such Distribution Date) and (b)

an amount equal to the sum as to each Group II Mortgage Loan as to which there

has been a Recovery during the Applicable Unscheduled Principal Receipt Period,

of the product of (x) the PO Fraction with respect to such Group II Mortgage

Loan and (y) the amount of the Recovery with respect to such Group II Mortgage

Loan. As to any Distribution Date on or after the Subordination Depletion Date,

the amount determined in accordance with clause (b) above.

Class A Certificate: Any of the Group I-A Certificates, the Group

II-A Certificates or the Exchangeable Certificates.

Class A Certificateholder: The registered holder of a Class A

Certificate.

Class A Interest Percentage: As to any Distribution Date and any

Class of Class A Non-PO Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the sum of (i) the Group I-A Interest Accrual

Amount and (ii) the Group II-A Interest Accrual Amount (determined, in each

case, without regard to clause (ii) of the definition of Interest Accrual

Amount, as applicable).

Class A Non-PO Certificate: Any of the Class I-A-1 Certificates,

Class I-A-7 Certificates, Class I-A-R Certificate, Class II-A-1 Certificates and

Class II-A-2 Certificates.

Class A Pass-Through Rate: As to the Class I-A-1, Class I-A-2, Class

I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class

I-A-9, Class I-A-R, Class II-A-1, Class II-A-2 and Class II-A-3 Certificates,

5.500%. The Class I-A-PO and Class II-A-PO Certificates are not entitled to

interest and have no Class A Pass-Through Rate.

Class A-PO Certificates: Either of the Class I-A-PO Certificates or

the Class II-A-PO Certificates.

Class A-PO Deferred Amount: For any Distribution Date prior to the

Subordination Depletion Date and the Class A-PO Certificates of a Group, the

difference between (A) the sum of (x) the amount by which the sum of the Class

A-PO Optimal Principal Amount for such Group for all prior Distribution Dates

exceeded the amounts distributed on such Class A-PO Certificates on such prior

Distribution Dates pursuant to Paragraph third clause (A) or clause (B), as

applicable, of Section 4.01(a)(i) and (y) the sum of the product for each

Discount Mortgage Loan in the related Loan Group which became a Liquidated Loan

at any time on or prior to the last day of the Applicable Unscheduled Principal

Receipt Period for Full Unscheduled Principal Receipts for the current

Distribution Date of (a) the PO Fraction for such Discount Mortgage Loan and (b)

an amount equal to the principal portion of Realized Losses (other than

Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such

Discount Mortgage Loan and (B) the sum of (x) the sum of the PO Recoveries for

such Class A-PO Certificates for such Distribution Date and prior Distribution

Dates and (y) amounts distributed on such Class A-PO Certificates on prior

Distribution Dates pursuant to Paragraph fourth clause (A) or clause (B), as

applicable, of Section 4.01(a)(i). On and after the Subordination Depletion

Date, the Class A-PO Deferred Amount for each Class of Class A-PO Certificates

will be zero. No interest will accrue on any Class A-PO Deferred Amount.

Class A-PO Optimal Principal Amount: For Group I, the Class I-A-PO

Optimal Principal Amount and for Group II, the Class II-A-PO Optimal Principal

Amount.

Class A Unpaid Interest Shortfall: As to any Distribution Date and

any Class of Class A Certificates of a Group, the amount, if any, by which the

aggregate of the Group I-A Interest Shortfall Amounts or the Group II-A Interest

Shortfall Amounts, as applicable, for such Class (or in the case of the Accrual

Certificates prior to the Accretion Termination Date, the amount included in the

Accrual Distribution Amount pursuant to clause (ii) of the definition thereof)

for prior Distribution Dates is in excess of the amounts distributed in respect

of such Class on prior Distribution Dates pursuant to Paragraph second clause

(A) or (B), as applicable, of Section 4.01(a)(i).

Class B Certificate: Any of the Class B-1 Certificates, Class B-2

Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5

Certificates or Class B-6 Certificates.

Class B Certificateholder: The registered holder of a Class B

Certificate.

Class B Distribution Amount: Any of the Class B-1 Distribution

Amount, Class B-2 Distribution Amount, Class B-3 Distribution Amount, Class B-4

Distribution Amount, Class B-5 Distribution Amount or Class B-6 Distribution

Amount.

Class B Interest Accrual Amount: With respect to any Distribution

Date, the sum of the Interest Accrual Amounts for the Classes of Class B

Certificates with respect to such Distribution Date.

Class B Interest Percentage: With respect to any Distribution Date

and any Class of Class B Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the Class B Interest Accrual Amount (determined

without regard to clause (ii) of the definition of each Interest Accrual

Amount).

Class B Interest Shortfall Amount: Any of the Class B-1 Interest

Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest

Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest

Shortfall Amount or Class B-6 Interest Shortfall Amount.

Class B Loan Group Optimal Principal Amount: Either a Class B Loan

Group I Optimal Principal Amount or Class B Loan Group II Optimal Principal

Amount.

Class B Loan Group I Optimal Principal Amount: Any of the Class B-1

Loan Group I Optimal Principal Amount, Class B-2 Loan Group I Optimal Principal

Amount, Class B-3 Loan Group I Optimal Principal Amount, Class B-4 Loan Group I

Optimal Principal Amount, Class B-5 Loan Group I Optimal Principal Amount or

Class B-6 Loan Group I Optimal Principal Amount.

Class B Loan Group II Optimal Principal Amount: Any of the Class B-1

Loan Group II Optimal Principal Amount, Class B-2 Loan Group II Optimal

Principal Amount, Class B-3 Loan Group II Optimal Principal Amount, Class B-4

Loan Group II Optimal Principal Amount, Class B-5 Loan Group II Optimal

Principal Amount or Class B-6 Loan Group II Optimal Principal Amount.

Class B Optimal Principal Amount: Any of the Class B-1 Optimal

Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal

Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal

Principal Amount or Class B-6 Optimal Principal Amount.

Class B Pass-Through Rate: With respect to any Distribution Date, a

per annum rate equal to 5.500%.

Class B Percentage: Any of the Group I Class B-1 Percentage, Group I

Class B-2 Percentage, Group I Class B-3 Percentage, Group I Class B-4

Percentage, Group I Class B-5 Percentage, Group I Class B-6 Percentage, Group II

Class B-1 Percentage, Group II Class B-2 Percentage, Group II Class B-3

Percentage, Group II Class B-4 Percentage, Group II Class B-5 Percentage or

Group II Class B-6 Percentage.

Class B Prepayment Percentage: Any of the Group I Class B-1

Prepayment Percentage, Group I Class B-2 Prepayment Percentage, Group I Class

B-3 Prepayment Percentage, Group I Class B-4 Prepayment Percentage, Group I

Class B-5 Prepayment Percentage, Group I Class B-6 Prepayment Percentage, the

Group II Class B-1 Prepayment Percentage, Group II Class B-2 Prepayment

Percentage, Group II Class B-3 Prepayment Percentage, Group II Class B-4

Prepayment Percentage, Group II Class B-5 Prepayment Percentage or Group II

Class B-6 Prepayment Percentage.

Class B Principal Balance: As of any date, an amount equal to the

sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3

Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and

Class B-6 Principal Balance.

Class B Principal Distribution Amount: Any of the Class B-1

Principal Distribution Amount, Class B-2 Principal Distribution Amount, Class

B-3 Principal Distribution Amount, Class B-4 Principal Distribution Amount,

Class B-5 Principal Distribution Amount or Class B-6 Principal Distribution

Amount.

Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid

Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid

Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid

Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

Class B-1 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit B-1 and Exhibit C hereto.

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

Certificate.

Class B-1 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-1 Certificates pursuant to

Paragraphs first, second and third of Section 4.01(a)(ii).

Class B-1 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-1 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph

first of Section 4.01(a)(ii).

Class B-1 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-1 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-1 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Mortgage Loan that is an

Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with

respect to such Mortgage Loan and (y) the sum of:

(i) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) of the principal portion of the Monthly

Payment due on the Due Date occurring in the month of such Distribution

Date on such Mortgage Loan;

(ii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-1 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of all

Unscheduled Principal Receipts (other than Recoveries) that were received

by a Servicer with respect to such Mortgage Loan during the Applicable

Unscheduled Principal Receipt Period relating to such Distribution Date

for each applicable type of Unscheduled Principal Receipt;

(iii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-1 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of the

Scheduled Principal Balance of such Mortgage Loan which, during the one

month period ending on the day preceding the Determination Date for such

Distribution Date, was repurchased by the Depositor pursuant to Section

2.02, 2.03 or 3.08; and

(iv) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) of the Substitution Principal Amount

with respect to each Mortgage Loan for which a Mortgage Loan was

substituted during the one month period ending on the day preceding the

Determination Date for such Distribution Date, less the amount allocable

to the principal portion of any unreimbursed Periodic Advances previously

made by the applicable Servicer, the Master Servicer or the Trustee in

respect of such Mortgage Loan for which a Mortgage Loan was substituted;

and

(II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1

Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan

Group for such Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to

such Class and such Distribution Date, the Class B-1 Optimal Principal Amount

will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated

as described in the preceding provisions and (B) the Adjusted Principal Balance

for the Class B-1 Certificates.

Class B-1 Principal Balance: As to the first Determination Date, the

Original Class B-1 Principal Balance. As of any subsequent Determination Date,

the Original Class B-1 Principal Balance less the sum of all amounts previously

distributed in respect of the Class B-1 Certificates on prior Distribution Dates

(A) pursuant to Paragraph third of Section 4.01(a)(ii) (including any principal

otherwise payable to the Class B-1 Certificates used to pay any Class A-PO

Deferred Amounts) and (B) as a result of a Principal Adjustment; provided,

however, if the Class B-1 Certificates are the most subordinate Certificates

outstanding, the Class B-1 Principal Balance will equal the difference, if any,

between the Aggregate Adjusted Pool Amount (Non-PO Portion) as of the preceding

Distribution Date less the Aggregate Class A Non-PO Principal Balance as of such

Determination Date.

Class B-1 Principal Distribution Amount: As to any Distribution

Date, any amount distributable to the Holders of the Class B-1 Certificates

pursuant to Paragraph third of Section 4.01(a)(ii).

Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,

the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall

Amounts for prior Distribution Dates is in excess of the amounts distributed in

respect of the Class B-1 Certificates on prior Distribution Dates pursuant to

Paragraph second of Section 4.01(a)(ii).

Class B-2 Certificate: Any one of the Certificates executed by the

Paying Agent and countersigned by the Authenticating Agent in substantially the

form set forth in Exhibit B-2 and Exhibit C hereto.

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

Certificate.

Class B-2 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-2 Certificates pursuant to

Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).

Class B-2 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-2 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph

fourth of Section 4.01(a)(ii).

Class B-2 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-2 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-2 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Mortgage Loan that is an

Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with

respect to such Mortgage Loan and (y) the sum of:

(i) the Group I Class B-2 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to

each such Group II Mortgage Loan) of the principal portion of the Monthly

Payment due on the Due Date occurring in the month of such Distribution

Date on such Mortgage Loan;

(ii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-2 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of all

Unscheduled Principal Receipts (other than Recoveries) that were received

by a Servicer with respect to such Mortgage Loan during the Applicable

Unscheduled Principal Receipt Period relating to such Distribution Date

for each applicable type of Unscheduled Principal Receipt;

(iii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-2 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of the

Scheduled Principal Balance of such Mortgage Loan which, during the one

month period ending on the day preceding the Determination Date for such

Distribution Date, was repurchased by the Depositor pursuant to Section

2.02, 2.03 or 3.08; and

(iv) the Group I Class B-2 Percentage (with respect to each such