POOLING AND SERVICING AGREEMENT Dated as of July 1, 2007

EXECUTION VERSION

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 July 1, 2007

_____________________

Mortgage Pass-Through Certificates

Series 2007-OA5

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

11

Section 1.1

Definitions.

11

Section 1.2

Allocation of Certain Interest Shortfalls.

55

Section 1.3

Rights of the NIMS Insurer.

55

ARTICLE II CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF

CERTIFICATES

55

Section 2.1

Conveyance of Trust Fund.

55

Section 2.2

Acceptance by Trustee.

57

Section 2.3

Repurchase or Substitution of Loans.

57

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as

REMIC Regular and Residual Interests.

60

Section 2.5

Representations and Warranties of the Master Servicer.

60

Section 2.6

[Reserved].

61

Section 2.7

Establishment of the Trust.

61

Section 2.8

Purpose and Powers of the Trust.

61

Section 2.9

Tax Status and Reporting for Class XS-1 and Class XS-2 Certificates.

62

ARTICLE III ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

64

Section 3.1

Master Servicer.

64

Section 3.2

REMIC-Related Covenants.

65

Section 3.3

Monitoring of Servicers.

65

Section 3.4

Fidelity Bond.

68

Section 3.5

Power to Act; Procedures.

68

Section 3.6

Due-on-Sale Clauses; Assumption Agreements.

69

Section 3.7

Release of Mortgage Files.

69

Section 3.8

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

for Trustee.

73

Section 3.9

Standard Hazard Insurance and Flood Insurance Policies.

73

Section 3.10

Presentment of Claims and Collection of Proceeds.

73

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies.

73

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

73

Section 3.13

Realization Upon Defaulted Loans.

73

Section 3.14

Compensation for the Master Servicer.

73

Section 3.15

REO Property.

73

Section 3.16

Annual Statement as to Compliance.

74

Section 3.17

Assessments of Compliance.

76

Section 3.18

Master Servicer and Securities Administrator Attestation Reports.

76

Section 3.19

Annual Certification.

77

Section 3.20

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

77

Section 3.21

Obligation of the Master Servicer in Respect of Compensating Interest.

79

Section 3.22

Protected Accounts.

79

Section 3.23

Distribution Account.

79

Section 3.24

Permitted Withdrawals and Transfers from the Distribution Account.

82

Section 3.25

Reserve Fund.

82

Section 3.26

Carryover Reserve Fund

84

Section 3.27

[Reserved].

85

Section 3.28

[Reserved].

85

Section 3.29

Prepayment Penalty Verification.

85

Section 3.30

Reports Filed with Securities and Exchange Commission.

90

Section 3.31

Special Servicing.

91

Section 3.32

Purchase of Delinquent Loans.

94

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS;  ADVANCES; STATEMENTS

AND REPORTS

94

Section 4.1

Distributions to Certificateholders.

94

Section 4.2

Allocation of Realized Losses.

100

Section 4.3

Statements to Certificateholders.

101

Section 4.4

Advances.

104

Section 4.5

Compliance with Withholding Requirements.

104

Section 4.6

REMIC Distributions.

104

Section 4.7

[Reserved].

105

Section 4.8

[Reserved]

105

Section 4.9

Certificate Swap Account

105

Section 4.10

Class A-1A Swap Account.

107

Section 4.11

[Reserved]

107

Section 4.12

Supplemental Interest Trust

107

Section 4.13

Collateral Accounts

107

Section 4.14

Allocation of Net Deferred Interest

107

ARTICLE V THE CERTIFICATES

107

Section 5.1

The Certificates.

107

Section 5.2

Certificates Issuable in Classes; Distributions of Principal and Interest;

Authorized Denominations.

108

Section 5.3

Registration of Transfer and Exchange of Certificates.

108

Section 5.4

Mutilated, Destroyed, Lost or Stolen Certificates.

117

Section 5.5

Persons Deemed Owners.

117

ARTICLE VI THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK

MANAGER

117

Section 6.1

Liability of the Depositor and the Master Servicer.

117

Section 6.2

Merger or Consolidation of the Depositor or the Master Servicer.

117

Section 6.3

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

the Servicers, the Securities Administrator and Others.

117

Section 6.4

Limitation on Resignation of the Master Servicer.

117

Section 6.5

Assignment of Master Servicing.

117

Section 6.6

Rights of the Depositor in Respect of the Master Servicer.

117

Section 6.7

Duties of the Credit Risk Manager

118

Section 6.8

Limitation Upon Liability of the Credit Risk Manager.

118

Section 6.9

Removal of the Credit Risk Manager.

119

Section 6.10

Rights of the Class XS-1 and Class XS-2 Certificates upon Servicing Transfer

119

ARTICLE VII DEFAULT

120

Section 7.1

Master Servicer Events of Default.

120

Section 7.2

Trustee to Act; Appointment of Successor.

122

Section 7.3

Notification to Certificateholders.

125

Section 7.4

Waiver of Master Servicer Events of Default.

125

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES

ADMINISTRATOR

125

Section 8.1

Duties of Trustee and Securities Administrator.

125

Section 8.2

Certain Matters Affecting Trustee and Securities Administrator.

125

Section 8.3

Trustee and Securities Administrator not Liable for Certificates or Loans.

127

Section 8.4

Trustee, Master Servicer and Securities Administrator May Own Certificates.

127

Section 8.5

Fees and Expenses of Trustee and Securities Administrator.

128

Section 8.6

Eligibility Requirements for Trustee and Securities Administrator.

128

Section 8.7

Resignation and Removal of Trustee and Securities Administrator.

129

Section 8.8

Successor Trustee or Securities Administrator.

130

Section 8.9

Merger or Consolidation of Trustee or Securities Administrator.

131

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

131

Section 8.11

Appointment of Office or Agency.

134

Section 8.12

Representations and Warranties of the Trustee.

134

Section 8.13

Derivative Agreements

134

ARTICLE IX TERMINATION

134

Section 9.1

Termination Upon Purchase or Liquidation of All Loans.

134

Section 9.2

Additional Termination Requirements.

136

ARTICLE X REMIC PROVISIONS

143

Section 10.1

REMIC Administration.

143

Section 10.2

Prohibited Transactions and Activities.

143

Section 10.3

Indemnification.

143

ARTICLE XI MISCELLANEOUS PROVISIONS

143

Section 11.1

Amendment.

143

Section 11.2

Recordation of Agreement; Counterparts.

144

Section 11.3

Limitation on Rights of Certificateholders.

144

Section 11.4

Governing Law.

145

Section 11.5

Notices.

145

Section 11.6

Severability of Provisions.

146

Section 11.7

Notice to Rating Agencies.

146

Section 11.8

Article and Section References.

147

Section 11.9

Grant of Security Interest.

147

Section 11.10

Third Party Rights.

148

EXHIBITS

This Pooling and Servicing Agreement, dated and effective as of July 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, Class XS-1, Class XS-2, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus Supplement dated July 30, 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 XS-1 Excess Servicing Fee and the Class XS-2 Excess Servicing Fee), the accounts (other than the Collateral Accounts, the Reserve Fund, the Carryover Reserve Fund, the Class A-1A 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) 10.746%, 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) 10.746%.

(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.

(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 A-1A Certificates shall be computed as if the Class A-1A 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-A-1A interest at a per annum rate equal to 0.14% per annum on or before the first related Optional Termination Date and 0.28% 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, 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 A-1A Certificates, such rate shall be determined as if the Class A-1A 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 corresponding to an interest in the Master REMIC shall represent beneficial ownership of such interest in the Master REMIC.  Any amount distributed on a Corresponding Class of Certificates on any Distribution Date in excess of the amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates shall be treated as having been paid from the Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on each interest in the Master REMIC corresponding to such Class of Certificates on such Distribution Date in excess of the amount distributable on that Class of Certificates on such Distribution Date shall be treated as having been paid to the Supplemental Interest Trust, all pursuant to and as further provided in Section 10.1 hereof.

On each Distribution Date, interest shall be allocated with respect to the interests in REMIC 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 related to such interests, determined without regard to the Certificate Swap Agreement or the Class A-1A Swap Agreement.

The Certificates:

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

___________________

(1)

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

(2)

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

(3)

The Class CE Certificates will not accrue interest on its Certificate Principal Balance, but will be entitled to 100% of amounts distributed on the T3-X interest in the Master REMIC.

(4)

 The Class XS-1 Certificates are an interest only Class and for each Distribution Date the Class XS-1 Certificates shall receive the aggregate Class XS-1 Excess Servicing Fee.  The Class XS-1 Certificates shall represent an interest in the Trust Fund, but shall not represent an interest in any REMIC created hereby.

(5)

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

(6)

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 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 XS-1 and Class XS-2 Certificates.

ERISA-Restricted Certificates

Any Class of ERISA-Restricted Trust Certificates whose rating has fallen to below BBB- 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 Offered 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 and Class M-7 Certificates.

Offered Certificates

The Senior Certificates and Mezzanine Certificates.

Private Certificates

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

Physical Certificates

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

Regular Interest Certificates

All Classes of Certificates, other than the Residual Certificates.

Residual Certificates

The Class R Certificates.

Senior Certificates

The Class A-1A, Class A-1B, Class A-2 and Class A-3 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 Class A-1A Swap Account, the Certificate Swap Account, the Reserve Fund, the Carryover 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 Offered Certificates (other than the Class A-1A Certificates) will equal the excess of (A) the Net WAC Pass-Through Rate for the Loans 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 Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the 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).  With respect to any such Class of Offered Certificates, the Adjusted Cap Rate will be multiplied by 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.

For any Distribution Date and the Class A-1A Certificates, if payments are not made under the Class A-1A Swap Agreement or the Class A-1A Swap Agreement has been terminated, the “Adjusted Cap Rate” will equal the excess of (A) the Net WAC Pass-Through Rate for the Loans 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 Loans for that Distribution Date and (ii) 12, and the denominator of which is the aggregate Scheduled Principal Balance of the 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).  With respect to the Class A-1A Certificates, if payments are not made under the Class A-1A Swap Agreement or the Class A-1A Swap Agreement has been terminated, the Adjusted Cap Rate will be multiplied by 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.

For any Distribution Date and the Class A-1A Certificates, so long as payments are made under the Class A-1A Swap Agreement and the Class A-1A Swap Agreement has not been terminated, the “Adjusted Cap Rate” will equal the Pass-Through Rate for the Class A-1A Certificates.

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

Adjusted Net Securities Administrator Class A-1A 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-1A 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-1A Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class A-1A Swap Amount for such Distribution Date over (B) any Deferred Adjusted Net Class A-1A 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-1A 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-1A Swap Payment plus (y) the Unpaid Deferred Adjusted Net Class A-1A 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.

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

Allocated Realized Loss Amount :  With respect to any Class of Certificates (other than the Class P, Class XS-1 and Class XS-2 Certificates) and any Distribution Date, an amount equal to the sum of any Realized Loss allocated to that Class of Certificates on all prior Distribution Dates minus the sum of all payments in respect of Allocated Realized Loss Amounts distributed to that Class in connection with any Net Monthly Excess Cashflow 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 July 31, 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 July 31, 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, Class XS-1 and Class XS-2 Certificates, minimum initial Certificate Principal Balances 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.

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 : As specified in the Preliminary Statement.

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.

Carryover Reserve Fund :  The account established and maintained by the Securities Administrator pursuant to Section 3.26.

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 or Class P Certificate outstanding at any time, represents the then maximum amount that the holder of such Certificate 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, Class M Certificate or Class P Certificate as of any date of determination is equal to the initial Certificate Principal Balance of such Certificate (a) reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to that Certificate, and (ii) any reductions in the Certificate Principal Balance of such Certificate 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, if any, and any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.2. The Certificate Principal Balance of the Class CE 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 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 (such as the Class A Certificates and Class M Certificates) shall mean the aggregate Certificate Principal Balances of all Classes of Certificates 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 :  Has the meaning set forth in Section 4.9 of this Agreement.

Certificate Swap Agreement :  The interest rate Certificate Swap Agreement, dated as of July 31, 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 form 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 July 31, 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 notional amount set forth in Certificate Swap Agreement (and shown on Schedule Four) 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 A-1A, Class A-1B, Class A-2 and Class A-3 Certificates, collectively, and designated as such on the face thereof in substantially the form attached hereto as Exhibit A-1.

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

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

Class A-1A Swap Credit Support Annex:  The credit support annex to the Class A-1A Swap Agreement dated as of July 31, 2007, between the Trustee, not in its individual capacity, but solely as Trustee for the Supplemental Interest Trust, and the Class A-1A Swap Provider.  

Class A-1A Swap Provider Payment : For any Distribution Date on and after August 2007 and on or prior to the earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class A-1A Certificates is reduced to zero and (b) the Distribution Date in August 2047, an amount equal to the product of (x) One-Month LIBOR plus 0.20% for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.40% 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-1A 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-1A Swap Provider :  The Class A-1A Swap Provider under each Class A-1A Swap Agreement and any successor in interest or assign.  Initially, the Class A-1A Swap Provider shall be Deutsche Bank AG New York Branch.

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

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

Class XS-1 Excess Servicing Fee :  As to each GMACM Serviced Loan and any Distribution Date, an amount equal to one month’s interest at the Class XS-1 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 XS-1 Excess Servicing Fee Rate :  With respect to any GMACM Serviced 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 XS-2 Excess Servicing Fee :  As to each GMACM Serviced Loan and any Distribution Date, an amount equal to one month’s interest at the Class XS-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 XS-2 Excess Servicing Fee Rate :  With respect to any GMACM Serviced Loan, a per annum rate equal to the excess, if any, of the applicable  Servicing Fee Rate for such GMACM Serviced Loan over the sum of (x) the GMACM Servicing Fee Rate and (y) the Class XS-1 Excess Servicing Fee Rate for such Distribution Date.

Class M Certificates :  The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 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) 90.375%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 92.300% with respect to any Distribution Date on or after the Distribution Date in August 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) 92.250%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 93.800% with respect to any Distribution Date on or after the Distribution Date in August 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) 93.500%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 94.800% with respect to any Distribution Date on or after the Distribution Date in August 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) 94.750%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 95.800% with respect to any Distribution Date on or after the Distribution Date in August 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) 96.000%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 96.800% with respect to any Distribution Date on or after the Distribution Date in August 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) 97.375%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 97.900% with respect to any Distribution Date on or after the Distribution Date in August 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) 98.750%, with respect to any Distribution Date prior to the Distribution Date in August 2013, and 99.000% with respect to any Distribution Date on or after the Distribution Date in August 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 :  July 31, 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-OA5 and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:  DBALT 2007-OA5, 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 :  With respect to each REMIC II Regular Interest and each REMIC III Regular Interest, the Class of Certificate 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:  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.

Credit Enhancement Percentage :  for any Distribution Date is the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates (which includes the Overcollateralization Amount) by (y) the aggregate Principal Balance of the Loans, calculated after taking into account distributions of principal on the Loans and distribution of the Principal Funds 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 :  July 1, 2007; except that with respect to each Substitute Loan, the Cut-Off Date shall be the date of substitution.

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

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

Deferred Adjusted Net Class A-1A 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-1A Swap Payment plus (ii) the Unpaid Deferred Adjusted Net Class A-1A Swap Amount for such Distribution Date over (y) 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 July 31, 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 A-1A Swap Account and Certificate Swap Account, as applicable.

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

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

Derivative Payment :  A Net Class A-1A Swap Provider Payment and a Net Certificate Swap Provider Payment, as applicable.

Derivative Provider :  The Class A-1A Swap 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-OA5”.  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 August 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)

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;

(p)

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;

(q)

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

(r)

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:  As specified in the Preliminary Statement.

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.

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 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.

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 and the Class M Certificates, (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 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 or Class M Certificates, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class of Certificates as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class of Certificates 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 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 Class CE Certificates, the Class XS-1 Certificates, the Class XS-2 Certificates, the Class P Certificates and the Class R Certificates), the amount of interest accrued during the related Interest Accrual Period on the Certificate Principal Balance of that Class 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 and (2) the Certificate Principal Balance for such Class 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 pursuant to Section 1.2, (ii) the interest portion of Realized Losses allocated to such Class pursuant to Section 1.2 and (iii) such class’ allocable share of Net Deferred Interest on the Loans for such Distribution Date; provided, that clause (b)(i) of this sentence shall only apply to the Class A-1A Certificates with respect to any Distribution Date if payments are not made under the Class A-1A Swap Agreement or the Class A-1A Swap Agreement has been terminated.  On any Distribution Date, for the Class CE Certificates, the amount of interest accrued during the related Interest Accrual Period with respect to the T3-X interest in the Master REMIC, reduced by Uncompensated Interest Shortfalls allocated to the Class CE Certificates pursuant to Section 1.2 and the interest portion of Realized Losses allocated to the Class CE Certificates pursuant to Section 1.2.

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

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

(1)

all interest 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;

(2)

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

(3)

any amounts paid as Compensating Interest on the Loans 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 under Section 2.3, any permitted purchase of a Loan pursuant to Section  3.31 or any permitted repurchase of a Loan; and

(5)

the interest portions of the Termination Price;

minus the sum of the following amounts:

(1)

the interest portion of all Prepaid Monthly Payments;

(2)

the interest portion of all Curtailments 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 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; and

(5)

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

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

Issuing Entity :  Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5.

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 Certificates:   As specified in the Preliminary Statement.

LIBOR Determination Date :  With respect to each Interest Accrual Period (other than the initial Interest Accrual Period) and the LIBOR 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 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 Certificateholder :  The Holder of a 50.01% or greater Percentage Interest in the Class CE 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 July 31, 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 is equal to the excess, if any, of the Deferred Interest for each Loan for the related Due Date, over the aggregate Principal Remittance Amount 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 the Senior Interest Distribution Amount payable to the Holders of the Class A Certificates, the aggregate of the Interest Distribution Amounts payable to the Holders of the Class M Certificates, the Principal Funds, the Prepayment Charges and any Adjusted Net Securities Administrator Class A-1A Swap Payment, Net Securities Administrator Certificate Swap Payment or Swap Termination Payment (not caused by the occurrence of a Certificate Swap Provider Trigger Event or Class A-1A Swap Provider Trigger Event, as applicable) owed to the Certificate Swap Provider or Class A-1A Swap Provider, as applicable.

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

Net WAC Pass-Through Rate :  With respect to any Distribution Date, the Net WAC Pass-Through Rate for each Class of LIBOR Certificates will be as follows:

(a)  

with respect to each Class of LIBOR Certificates (other than the Class A-1A 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 Loans in the prior calendar month minus the aggregate Administration Fees for the Loans for such Distribution Date, over (b) 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, and (B) the denominator of which is the aggregate Scheduled Principal Balance of the 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; and

(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; and

(b)  

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

(I) the Net WAC Pass-Through Rate for the LIBOR Certificates (other than the Class A-1A Certificates) 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 A-1A Swap Payment and Swap Termination Payment (which was not caused by a Class A-1A Swap Provider Trigger Event) payable to the Class A-1A Swap Provider for such Distribution Date, and (B) the denominator of which is the Certificate Principal Balance of the Class A-1A Certificates immediately prior to that Distribution Date; 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.

Net WAC Rate Carryover Amount:   With respect to any Class of the Class A Certificates or Class M Certificates and any Distribution Date on which the related Pass-Through Rate is limited to the 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 would have been entitled to receive on such Distribution Date if the Net WAC Pass-Through Rate had not been applicable to such Class of Certificates on such Distribution Date over (y) the amount of interest accrued on such Class of Certificates for Distribution Date at the 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 for the most recently ended Interest Accrual Period determined without taking into account the 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 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.

Offered Certificates:   As specified in the Preliminary Statement.

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 LIBOR 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 LIBOR Certificates by the Securities Administrator shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a LIBOR 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 Funds 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 Principal Funds is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Certificates 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 Principal Funds is applied as a principal payment on such Distribution Date and without giving effect to any other distributions on the Certificates 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 LIBOR Certificates 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 and (ii) the related Net WAC Pass-Through Rate; provided, however, that the Pass-Through Rate for the Class A-1A Certificates will only be subject to the Net WAC Pass-Through Rate if payments are not made under the Class A-1A Swap Agreement or the Class A-1A Swap Agreement has been terminated; and provided, further, that the margins applicable to each of the Class A Certificates 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 in the event that the Class A-1A Swap Agreement is terminated early, the current margin for the Class A-1A Certificates will increase by 0.07%% per annum on or before the first possible Optional Termination Date and will increase by 0.14% 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.

Physical Certificates :  As specified in the Preliminary Statement.

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, after deduction of all principal payments due on or before the Cut-Off Date, whether or not received, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date, 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,, reduced by the principal portion of all amounts received with respect to such Loan after the Cut-Off Date, 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 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 Certificates.  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 is equal to the excess, if any, of (i) the Principal Remittance Amount for such Distribution Date over (ii) the aggregate Deferred Interest for the Loans 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, 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 by the Determination Date for such Distribution Date and not previously distributed (including Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries);

(2)

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

(3)

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

(4)

the principal portions of the Termination Price;

minus, the sum of the following amounts:

(1)

the principal portion of all Prepaid Monthly Payments;

(2)

the principal portion of all Curtailments received after the related Prepayment Period;

(3)

the principal portion of all Payoffs received after the related Prepayment Period;

(4)

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

(5)

all 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 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 the related Due Period.

Private Certificates:   As specified in the Preliminary Statement.

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 A-1A Swap Payments and Swap Termination Payments (not due to a Class A-1A Swap Provider Trigger Event) payable to the Class A-1A Swap Provider which remain unpaid or which are due to the exercise of the optional termination right,  and (vi) 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 XS-1 and Class XS-2 Certificates), the Business Day preceding the related Distribution Date.  With respect to each Distribution Date and the Class CE, Class XS-1, Class XS-2, 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: As specified in the Preliminary Statement.

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 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, 0.50% 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) 1.25% (for any Distribution Date on or after the Stepdown Date but prior to the Distribution Date in August 2013) or 1.00% (for any Distribution Date on or after the Stepdown Date and on or after the Distribution Date in August 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 June 2007 and on or prior to the Distribution Date in July 2012, an amount equal to the product of (x) 5.373% per annum, (y) a notional amount set forth in the Certificate Swap Agreement (and set forth on Schedule Four) and (z) a fraction, the numerator of which is 30 and the denominator of which is 360.  

Securities Administrator Class A-1A Swap Payment : For any Distribution Date on and after June 2007 and on or prior to earlier of (a) the Distribution Date on which the Certificate Principal Balance of the Class A-1A Certificates is reduced to zero and (b) the Distribution Date in August 2047, an amount equal to the product of (x) the Swap Fee Rate, (y) a notional amount equal to the Certificate Principal Balance of the Class A-1A 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 Certificates :  As specified in the Preliminary Statement.

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

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) 86.875% (for any Distribution Date on or after the Stepdown Date but prior to the Distribution Date in August 2013) or 89.500% (for any Distribution Date on or after the Stepdown Date and on or after the Distribution Date in August 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.

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 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 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 Senior Certificates has been reduced to zero and (2) the later to occur of (x) the Distribution Date in August 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) 13.125% on any Distribution Date prior to the Distribution Date in August 2013 and (b) 10.500% on any Distribution Date on or after the Distribution Date in August 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 :  As specified in the Preliminary Statement.

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 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 0.20%, for any Distribution Date on or prior to the first possible Optional Termination Date, or One-Month LIBOR plus 0.40% for any Distribution Date after the first possible Optional Termination Date and (B) a per annum rate equal to 0.07% for any Distribution Date on or prior to the first possible Optional Termination Date, or 0.14% for any Distribution Date after the first possible Optional Termination Date; and (2) the related Swap Net WAC Pass-Through Rate for the Class A-1A Certificates for the related Interest Accrual Period.

Swap Net WAC Pass-Through Rate :  With respect to any Distribution Date, the Swap Net WAC Pass-Through Rate for the Class A-1A Certificates will be the Net WAC Pass-Through Rate for the LIBOR Certificates (other than the Class A-1A Certificates) for that Distribution Date.

Swap Termination Payment:  With respect to the Certificate Swap Agreement or Class A-1A Swap Agreement, upon the designation of an “Early Termination Date” as defined in the Certificate Swap Agreement or Class A-1A Swap Agreement, as applicable, the payment to be made by the Supplemental Interest Trust to the Certificate Swap Provider or Class A-1A Swap Provider, as applicable, or by the Certificate Swap Provider or Class A-1A Swap Provider, as applicable, to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Certificate Swap Agreement or Class A-1A Swap Agreement, as applicable.

Tax Matters Person :  The Holder of the Class R Certificates issued hereunder or any Permitted Transferee of such Class R Certificateholder shall be the initial “tax matters person” for each REMIC created hereby within the meaning of Section 6231(a)(7) of the Code. For tax years commencing after any transfer of the Class R Certificate, the holder of the greatest Percentage Interest in the Class R Certificate at year end shall be designated as the Tax Matters Person with respect to that year. If the Tax Matters Person becomes a Disqualified Organization, the last preceding Holder of such Authorized Denomination of the Class R Certificate that is not a Disqualified Organization shall be Tax Matters Person pursuant to Section 5.3(e). If any Person is appointed as tax matters person by the Internal Revenue Service pursuant to the Code, such Person shall be Tax Matters Person.

Termination Price :  As defined in Section 9.1(a).

Terminator :  As defined in Section 9.1(a).

Transfer :  Any direct or indirect transfer, sale, pledge or other disposition of, or directly or indirectly transferring, selling or pledging, any Ownership Interest in a Class CE Certificate, a Class P Certificate or a Residual Certificate.

Transferee :  Any Person who is acquiring by Transfer any Ownership Interest in a Class CE Certificate, a Class P Certificate or a Residual Certificate.

Trigger Event:   With respect to any Distribution Date, a Trigger Event is in effect if (x) the percentage obtained by dividing (i) the aggregate Scheduled Principal Balance of Loans delinquent 60 days or more (including Loans in foreclosure, bankruptcy and REO) by (ii) the aggregate Scheduled Principal Balance of the Loans, in each case, as of the last day of the previous calendar month, exceeds 40.00% (with respect to any Distribution Date prior to the Distribution Date in August 2013) or 50.00% (with respect to any Distribution Date on or after the Distribution Date in August 2013) of the Credit Enhancement Percentage with respect to the prior Distribution Date or (y) the aggregate amount of Realized Losses incurred since the Cut-Off Date through the last day of the related Due Period divided by the aggregate Scheduled Principal Balance of the Loans as of the Cut-Off Date exceeds the applicable percentages set forth below with respect to such Distribution Date:

Trust Fund :  Collectively, all of the assets of each REMIC created hereby, the Reserve Fund and the Carryover Reserve Fund and any amounts on deposit therein and any proceeds thereof and the Prepayment Charges.  For avoidance of doubt, the Trust Fund does not include the Supplemental Interest Trust.

Trust Prepayment Charge :  Any Prepayment Charge with respect to a Loan listed on the Trust Prepayment Charge Schedule.

Trust Prepayment Charge Schedule :  As of any date, the list of Loans providing for a Prepayment Charge which are payable to the Trust Fund, as owner of such Prepayment Charge, included in the Trust Fund on such date, attached hereto as Schedule Three.

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

Uncollected Interest :  With respect to any Distribution Date, the sum of (i) the aggregate Prepayment Interest Shortfalls with respect to the Loans for such Distribution Date and (ii) the aggregate Curtailment Shortfalls with respect to the Loans for such Distribution Date.

Uncompensated Interest Shortfall :  For any Distribution Date, the excess, if any, of (i) the sum of (a) the related Uncollected Interest for such Distribution Date, and (b) any shortfall in interest collections for the Loans in the calendar month immediately preceding such Distribution Date resulting from a Relief Act Interest Shortfall over (ii) the aggregate Compensating Interest paid by the Servicers and the Master Servicer with respect to the Loans for such Distribution Date, which excess shall be allocated to each Class of Certificates, pro rata, according to the amount of interest accrued thereon in reduction thereof.

Underwriter :  Deutsche Bank Securities Inc.

Underwriters’ Exemption:  Prohibited Transaction Exemption 2007-5, 72 Fed. Reg. 13130 (2007), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

Uninsured Cause :  Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.9.

Unpaid Deferred Adjusted Net Class A-1A Swap Amount:  For any Distribution Date, an amount equal to the aggregate Deferred Adjusted Net Class A-1A Swap Amount from prior Distribution Dates plus interest accrued during the related Accrual Period on such Deferred Adjusted Net Class A-1A Swap Amount at the Swap Fee Rate.

U.S. Person :  A citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations) or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more such U.S. Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part 1 of subchapter J of chapter 1 of the Code), and which was treated as a U.S. Person on August 20, 1996 may elect to continue to be treated as a U.S. Person notwithstanding the previous sentence.

Verification Agent :  As defined in Section 3.28.

Verification Report :  As defined in Section 3.28.

Voting Rights :  The portion of the voting rights of all of the Certificates which is allocated to any such Certificate. With respect to any date of determination, 98% of all Voting Rights will be allocated among the Holders of the Class A Certificates, the Class M Certificates and the Class CE Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights will be allocated among the Holders of the Class P Certificates and 1% of all Voting Rights will be allocated among the Holders of the Class R Certificates. The Class XS-1 and Class XS-2 Certificates shall have no Voting Rights. The Voting Rights allocated to each Class of Certificates shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date.

Wells Fargo :  Wells Fargo Bank, N.A., or any successor thereto.

Wells Fargo Custodial Agreement :  The Custodial Agreement, dated as of July 1, 2007, among Wells Fargo as custodian, and Countrywide and GMACM, each as a servicer.

WHFIT : Shall mean a “widely held fixed investment trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.

WHFIT Regulations : Shall mean Treasury Regulations section 1.671-5, as amended.

WHMT : Shall mean a “widely held mortgage trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.

Section 1.2

Allocation of Certain Interest Shortfalls.  

For purposes of calculating the Interest Distribution Amount for the Class A Certificates, the Class M Certificates and the Class CE Certificates for any Distribution Date, (1) the aggregate amount of any Prepayment Interest Shortfalls and Curtailment Interest Shortfalls to the extent not covered by payment by the related Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 3.21 shall first , reduce the Net Monthly Excess Cashflow for such Distribution Date, second , reduce the Overcollateralization Amount on the related Distribution Date, third , reduce the Interest Distribution Amount payable to each Class of Class M Certificates in reverse order of payment priority, fourth , the Interest Distribution Amount payable to the Class A Certificates (on a pro rata basis based on their respective Senior Interest Distribution Amounts before such reduction), (2) any Relief Act Interest Shortfalls on the Loans shall be allocated to the Certificates on a pro rata basis based on their respective Interest Distribution Amounts before such reduction, and (3) the aggregate amount of the interest portion of Realized Losses allocated to the Class M Certificates and Net WAC Rate Carryover Amounts paid to the Class A Certificates and the Class M Certificates on any Distribution Date shall be allocated to the Class CE Certificates to the extent of the related Interest Distribution Amount for such Distribution Date.

Section 1.3

Rights of the NIMS Insurer.  

Each of the rights of the NIMS Insurer, if any, set forth in this Agreement shall exist so long as (i) such NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to the Indenture and (ii) the notes issued pursuant to the Indenture remain outstanding or such NIMS Insurer is owed amounts pursuant to the Indenture; provided, however, such NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.1 and any rights to indemnification hereunder in the case of clause (ii) below) so long as (i) such NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any NIMS Insurer Default has occurred or is continuing.

ARTICLE II
CONVEYANCE OF TRUST FUND;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1

Conveyance of Trust Fund.  

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse, for the benefit of the Certificateholders, all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to the Loans identified on the Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement, the Servicing Agreements, the Assignment Agreements and such assets as shall from time to time be credited or required by the terms of this Agreement to be credited to the Certificate Swap Account, Class A-1A Swap Account, Carryover Reserve Fund, Reserve Fund, Collateral Accounts and Distribution Account (including, without limitation the right to enforce the obligations of the other parties thereto thereunder), and all other assets included or to be included in REMIC I.  Such assignment includes all interest and principal received by the Depositor or the applicable Servicer on or with respect to the Loans (other than payments of principal and interest due on such Loans on or before the Cut-Off Date). The Depositor herewith delivers to the Trustee executed copies of the Mortgage Loan Purchase Agreement and the Assignment Agreements (with copies of the related Servicing Agreements attached thereto).

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the applicable Custodian pursuant to the related Custodial Agreement the documents with respect to each Loan as described under Section 2 of the related Custodial Agreement (the “Loan Documents”). In connection with such delivery and as further described in the related Custodial Agreement, the applicable Custodian will be required to review such Loan Documents and deliver to the Trustee, the Depositor, the Master Servicer and the Seller certifications (in the forms attached to the related Custodial Agreement) with respect to such review with exceptions noted thereon.  In addition, the Depositor under the Custodial Agreement will have to cure certain defects with respect to the Loan Documents for the related Loans after the delivery thereof by the Depositor to the Custodians as more particularly set forth therein.

Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files, including, but not limited to certain insurance policies and documents contemplated by Section 3.12, and preparation and delivery of the certifications shall be performed by the related Custodian pursuant to the terms and conditions of the related Custodial Agreement.

The Depositor shall deliver or cause the related originator to deliver to the related Servicer copies of all trailing documents required to be included in the related Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or related Custodian, such documents including the mortgagee policy of title insurance and any Loan Documents upon return from the recording office. The Servicers shall not be responsible for any custodian fees or other costs incurred in obtaining such documents and the Depositor shall cause the Servicers to be reimbursed for any such costs the Servicers may incur in connection with performing its obligations under this Agreement.

The Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Seller that no Loan sold by the Seller to the Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective March 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective March 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)) and (ii) Substitute Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Substitute Loan sold by the Seller to the Depositor is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, as defined in the New Mexico Home Loan Protection Act effective March 1, 2004, as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective March 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)). The Depositor and the Trustee on behalf of the Trust agree and understand that it is not intended that any Loan be included in the Trust Fund that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004, (iv) a “high risk home loan” under the Illinois High Risk Home Loan Act, effective as of January 1, 2004, or (v) a “high cost home loan” under the Indiana High Cost Home Loan Law, effective January 1, 2005.  The Trustee shall be entitled to indemnification from the Depositor and the Trust Fund for any loss, liability or expense arising out of, or in connection with, the provisions of the preceding sentence, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to such provisions.

Section 2.2

Acceptance by Trustee.

The Trustee acknowledges receipt, subject to the provisions of Section 2.1 hereof and Section 2 of the Custodial Agreements, of the Loan Documents and all other assets included in the definition of “REMIC I” under clauses (i), (ii) and (iii) (to the extent of amounts deposited into the Distribution Account), (iv) and (v) and declares that it holds (or the applicable Custodian on its behalf holds) and will hold such documents and the other documents delivered to it constituting a Loan Document, and that it holds (or the applicable Custodian on its behalf holds) or will hold all such assets and such other assets included in the definition of  “REMIC I” in trust for the exclusive use and benefit of all present and future Certificateholders and the NIMS Insurer, if any.

Section 2.3

Repurchase or Substitution of Loans.  

(a)

Upon discovery by a Responsible Officer or receipt by a Responsible Officer of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of a breach by the Seller of any representation, warranty or covenant under the Mortgage Loan Purchase Agreement in respect of any Loan that materially and adversely affects the value of such Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Seller of such defect, missing document or breach and request that the Seller deliver such missing document, cure such defect or breach within 60 days from the date the Seller was notified of such missing document, defect or breach, and if the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to repurchase such Loan from REMIC I at the Purchase Price within 90 days after the date on which the Seller was notified of such missing document, defect or breach, if and to the extent that the Seller is obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Loan shall be deposited in the Distribution Account and the Trustee, upon receipt of written certification from the Securities Administrator of such deposit and receipt by the Custodian of a properly completed request for release for such Loan in the form of Exhibit 3 to the related Custodial Agreement, shall release or cause the applicable Custodian to release to the Seller the related Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall furnish to it and as shall be necessary to vest in the Seller any Loan released pursuant hereto, and the Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement, the Seller may cause such Loan to be removed from REMIC I (in which case it shall become a Deleted Loan) and substitute one or more Substitute Loans in the manner and subject to the limitations set forth in Section 2.3(b). It is understood and agreed that the obligation of the Seller to cure or to repurchase (or to substitute for) any Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee and the Certificateholders.  Notwithstanding the foregoing, if the representation made by the Seller in Section 6(xxiv) of the Mortgage Loan Purchase Agreement is breached, the Trustee shall enforce the obligation of the Seller to repurchase such Loan at the Purchase Price, or to provide a Substitute Loan (plus 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) within 90 days after the date on which the Seller was notified of such breach.

In addition, should the Master Servicer become aware of  or in the event of its receipt of notice by a Responsible Officer of the Master Servicer of the breach of the representation or covenant of the Seller set forth in Section 5(x) of the Mortgage Loan Purchase Agreement which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Master Servicer shall promptly notify the Seller and the Trustee of such breach. The Trustee shall enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement to remedy such breach to the extent and in the manner set forth in the Mortgage Loan Purchase Agreement.

(b)

Any substitution of Substitute Loans for Deleted Loans made pursuant to Section 2.3(a) must be effected prior to the date which is two years after the Startup Day for the REMIC I.

As to any Deleted Loan for which the Seller substitutes a Substitute Loan or Loans, such substitution shall be effected by the Seller delivering to the Trustee or the applicable Custodian on behalf of the Trustee, for such Substitute Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2 of the Custodial Agreements, as applicable, together with an Officers’ Certificate providing that each such Substitute Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The applicable Custodian on behalf of the Trustee shall acknowledge receipt of such Substitute Loan or Loans and, within ten Business Days thereafter, review such documents and deliver to the Depositor, the Trustee and the Master Servicer, with respect to such Substitute Loan or Loans, an initial certification pursuant to the related Custodial Agreement, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee and the Master Servicer a final certification pursuant to the Custodial Agreement with respect to such Substitute Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Substitute Loans in the month of substitution are not part of REMIC I and shall be retained by the Seller.  For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Loan on or before the Due Date in the month of substitution, and the Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Loan. The Depositor shall give or cause to be given written notice to the Certificateholders that such substitution has taken place, shall amend the Loan Schedule to reflect the removal of such Deleted Loan from the terms of this Agreement and the substitution of the Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule to the Trustee and the Master Servicer. Upon such substitution, such Substitute Loan or Loans shall constitute part of the Trust Fund and shall be subject in all respects to the terms of this Agreement and the Mortgage Loan Purchase Agreement including all applicable representations and warranties thereof included herein or in the Mortgage Loan Purchase Agreement.

For any month in which the Seller substitutes one or more Substitute Loans for one or more Deleted Loans, the Master Servicer shall determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Loans exceeds the aggregate of, as to each such Substitute Loan, the Scheduled Principal Balance thereof as of the Due Date in the month of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all outstanding Advances and Servicing Advances (including Nonrecoverable Advances) related thereto. On the date of such substitution, the Seller shall deliver or cause to be delivered to the Securities Administrator for deposit in the Distribution Account an amount equal to the Substitution Shortfall Amount, if any, and the Trustee or the applicable Custodian on behalf of the Trustee, upon receipt of the related Substitute Loan or Loans and certification by the Securities Administrator of such deposit and receipt by the applicable Custodian of a properly completed request for release for such Loan in the form of Exhibit 3 to the related Custodial Agreement, shall release to the Seller the related Mortgage File or Files and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Seller shall deliver to it and as shall be necessary to vest therein any Deleted Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and deliver to the Trustee and the NIMS Insurer, if any, an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on any REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(c)

Upon discovery by the Depositor, the Seller, the Master Servicer, the Trustee or the NIMS Insurer, if any, that any Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties. In connection therewith, the Seller shall repurchase or substitute one or more Substitute Loans for the affected Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Loan. Such repurchase or substitution shall be made by (i) the Seller, if the affected Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Seller under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if the affected Loan’s status as a non-qualified mortgage does not result from a breach of representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.3(a). The Trustee shall reconvey to the Seller or the Depositor the Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Loan repurchased for breach of a representation or warranty.

(d)

Within 90 days of the earlier of discovery by the Master Servicer or receipt of notice by the Master Servicer of the breach of any representation, warranty or covenant of the Master Servicer set forth in Section 2.5 which materially and adversely affects the interests of the Certificateholders in any Loan or Prepayment Charge, the Master Servicer shall cure such breach in all material respects.

Section 2.4

Authentication and Delivery of Certificates; Designation of Certificates as REMIC Regular and Residual Interests.  

(a)

The Trustee acknowledges the transfer to the extent provided herein and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has caused the Securities Administrator to execute and authenticate and has delivered to or upon the order of the Depositor, in exchange for the Trust Fund, Certificates evidencing the entire ownership of the Trust Fund.

(b)

This Agreement shall be construed so as to carry out the intention of the parties that each REMIC created hereby be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The “regular interests” (within the meaning of Section 860G(a)(1) of the Code) and the “residual interest” (within the meaning of Section 860G(a)(2) of the Code) in each REMIC created hereby are set forth in the Preliminary Statement hereto.

Section 2.5

Representations and Warranties of the Master Servicer.  

The Master Servicer hereby represents, warrants and covenants to the Trustee, the Depositor and the NIMS Insurer, if any, for the benefit of each of the Trustee, the Certificateholders, the Depositor  and the NIMS Insurer, if any, that as of the Closing Date or as of such date specifically provided herein:

(i)

The Master Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer;

(ii)

The Master Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Master Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(iii)

The execution and delivery of this Agreement by the Master Servicer, the consummation by the Master Servicer of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Master Servicer and will not (A) result in a breach of any term or provision of charter and by-laws of the Master Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Master Servicer; and the Master Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Master Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Master Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Master Servicer taken as a whole;

(iv)

The Master Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;

(v)

No litigation is pending against the Master Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Master Servicer to perform any of its other obligations hereunder in accordance with the terms hereof,

(vi)

There are no actions or proceedings against, or investigations known to it of, the Master Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Master Servicer of its obligations under, or validity or enforceability of, this Agreement; and

(vii)

No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation by it of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.5 shall inure to the benefit of the Trustee, the Depositor, the Certificateholders and the NIMS Insurer, if any.

Section 2.6

[Reserved] .

Section 2.7

Establishment of the Trust.  

The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust to be known, for convenience, as “Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5” and does hereby appoint HSBC Bank USA, National Association as Trustee in accordance with the provisions of this Agreement.

Section 2.8

Purpose and Powers of the Trust.

(a)

The purpose of the common law trust, as created hereunder, is to engage in the following activities:

(b)

acquire and hold the Loans and the other assets of the Trust Fund and the proceeds therefrom;

(c)

to issue the Certificates sold to the Depositor in exchange for the Loans;

(d)

to make payments on the Certificates;

(e)

to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and

(f)

subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders.

The trust is hereby authorized to engage in the foregoing activities.  The Trustee shall not cause the trust to engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.8 may not be amended without the consent of the Certificateholders evidencing 51% or more of the aggregate Voting Rights of the Certificates.

Section 2.9

Tax Status and Reporting for Class XS-1 and Class XS-2 Certificates.

The Securities Administrator shall treat the portion of the Trust Fund in respect of the assets distributable to the Class XS-1 and Class XS-2 Certificates as a WHFIT that is a WHMT.  The Securities Administrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Securities Administrator to do so is provided to the Securities Administrator on a timely basis.  For this purpose, the Securities Administrator may assume that the DTC is the only middleman listed as the registered holder for the related securities. The Securities Administrator shall not be liable for any tax reporting penalties that may arise under the WHFIT Regulations as a result of the Depositor incorrectly determining the status of the portion of the Trust Fund in respect of the assets distributable to the Class XS-1 and Class XS-2 Certificates as a WHFIT.

The Securities Administrator shall report required WHFIT information using the accrual method. The Securities Administrator shall make available WHFIT information to certificate holders annually.  In addition, the Securities Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any certificate holder, unless requested by the certificate holder.

The Securities Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Securities Administrator, (ii) incomplete, inaccurate or untimely information being provided to the Securities Administrator or (iii) the inability of the Securities Administrator, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the WHFIT Regulations for the 2007 calendar year.  Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Securities Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale.  Absent receipt of such information, and unless informed otherwise by the Depositor, the Securities Administrator may assume there is no secondary market trading of WHFIT interests.

To the extent required by the WHFIT Regulations, the Securities Administrator shall use reasonable efforts to publish on an appropriate website the CUSIPs for the Certificates that represent ownership of a WHFIT.  The CUSIPs so published will represent the Rule 144A CUSIPs.  The Securities Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received.  Absent the receipt of a CUSIP, the Securities Administrator shall use a reasonable identifier number in lieu of a CUSIP.  The Securities Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

For federal income tax purposes, the grantor trust created hereunder shall have a calendar year taxable year. The Trust Administrator shall prepare or cause to be prepared and shall file or cause to be filed with the Internal Revenue Service and applicable state or local tax authorities, income tax information returns for each taxable year with respect to the grantor trust, if applicable.

ARTICLE III
ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1

Master Servicer.

The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servi