Common use of Residual Interest Clause in Contracts

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22, 2007, and a Prospectus Supplement, dated March 22, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 Class R-1† Residual 5.575% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The All covenants and agreements made by the Company has duly authorized and the execution and delivery of this Agreement to provide for (i) the sale Trustee herein with respect to the Trust REMIC II Regular Interests are for the benefit of the Mortgage Loans and certain other assets, (ii) the issuance Holders from time to the Company time of the REMIC I, REMIC II Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 and REMIC III Regular Interests Class R-2 Residual Interests) and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVVariable Servicing Interest. The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust three separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22August 20, 20072001, and a Prospectus Supplement, dated March 22August 20, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26August 23, 20072001. The Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interests: Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- --------------------- Class Y-1 Regular Variable (2Variable(2) $ 345,403.89 March 2039 277,894.03 September 2031 Class Y-2 Regular Variable (3Variable(3) 186,304.90 March 2039 92,686.68 September 2031 Class Z-1 Regular Variable (2Variable(2) 690,466,994.98 March 2039 555,534,555.49 September 2031 Class Z-2 Regular Variable (3Variable(3) 372,423,502.52 March 2039 185,280,670.19 September 2031 Class R-1† R-1'D' Residual 5.5754.949% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.September 2031

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV III Regular Interests and the Class R-4 R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVIII. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22December 18, 20072006, and a Prospectus Supplement, dated March 22December 18, 20072006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26December 20, 20072006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 $417,335.86 January 2037 Class Y-2 Regular Variable (3) 186,304.90 March 2039 152,254.70 January 2037 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 834,267,529.37 January 2037 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 304,357,139.44 January 2037 Class R-1† Residual 5.5755.372% 100.00 March 2039 January 2037 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The All covenants and agreements made by the Company has duly authorized and the execution and delivery of this Agreement to provide for (i) the sale Trustee herein with respect to the Trust REMIC II Regular Interests are for the benefit of the Mortgage Loans and certain other assets, (ii) the issuance Holders from time to the Company time of the REMIC I, REMIC II and REMIC III Regular Interests and Certificates (other than the portion of the Class R-1, R Certificates representing ownership of the Class R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterests). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust three separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22November 27, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26November 29, 20072001. The Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance, initial Component Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Interest Certificate Initial Class and the Class R-1 Type of Interest Principal Residual Interests: Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ---------- -------------------- -------------------- ------------------------ Class C-Y-1 Regular Variable (2) 6.270% $ 345,403.89 March 2039 164,378.02 December 2031 Class C-Y-2 Regular Variable 6.000% 131,093.10 December 2016 Class C-Y-3 Regular 6.750% 50,711.25 December 2031 Class C-Y-4 Regular 6.500% 208,792.20 December 2031 Class C-Z-1 Regular 6.270% 328,591,669.41 December 2031 Class C-Z-2 Regular 6.000% 262,055,111.24 December 2016 Class C-Z-3 Regular 6.750% 101,484,583.41 December 2031 Class C-Z-4 Regular 6.500% 417,839,993.70 December 2031 Class A-X-M Regular 6.500%(2) ----- December 2031 Class II-X-M Regular 6.000%(2) ----- December 2016 Class A-P-M Regular (3) 186,304.90 March 2039 680,291.61 December 2031 Class Z-1 II-P-M Regular Variable (2) 690,466,994.98 March 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 376,459.48 December 2016 Class R-1† R-1'D' Residual 5.5756.000% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.50.00 December 2031

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests and Holders from time to time of the Certificates (other than the portion of the Class R-4 R Certificates representing ownership of the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterest). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22November 8, 20072001 (as supplemented by a Supplement dated November 9, 2001), of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26November 9, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interests: Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ---------------------- Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 382,997.27 November 2041 Class Y-2 Regular Variable (3) 186,304.90 March 2039 200,676.38 November 2041 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 765,614,524.27 November 2041 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 401,152,085.65 November 2041 Class R-1† R-1'D' Residual 5.575% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.Variable (3) 50.00 November 2041

Residual Interest. The All covenants and agreements made by the Company has duly authorized and the execution and delivery of this Agreement to provide for (i) the sale Trustee herein with respect to the Trust REMIC II Regular Interests are for the benefit of the Mortgage Loans and certain other assets, (ii) the issuance Holders from time to the Company time of the REMIC I, REMIC II and REMIC III Regular Interests and Certificates (other than the portion of the Class R-1, R Certificates representing ownership of the Class R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterests). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust three separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22October 26, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26, 2007October 30 2001. The Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 Class R-1† Residual 5.575% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, Designation for each Class of REMIC I Regular Interest and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class Certificate Initial Class R-1 Residual Interest is entitled to receive the applicable Type of Interest Principal Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 6.750% $108,724.01 November 2031 Class C-Y-2 Regular 6.500% 159,885.13 November 2031 Class C-Z-1 Regular 6.750% 217,676,432.94 November 2031 Class C-Z-2 Regular 6.500% 319,610,370.73 November 2031 Class A-X-M Regular 6.750% (2) ----- November 2031 Class II-X-M Regular 6.500% (2) ----- November 2016 Class A-P-M Regular (3) 116,764.49 November 2031 Class II-P-M Regular (3) 576,473.30 November 2016 Class R-1'D' Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.6.500% 50.00 November 2031

Residual Interest. The All covenants and agreements made by the Company has duly authorized and the execution and delivery of this Agreement to provide for (i) the sale Trustee herein with respect to the Trust REMIC II Regular Interests are for the benefit of the Mortgage Loans and certain other assets, (ii) the issuance Holders from time to the Company time of the REMIC I, REMIC II and REMIC III Regular Interests and Certificates (other than the portion of the Class R-1, R Certificates representing ownership of the Class R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterests). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust three separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22August 20, 20072001, and a Prospectus Supplement, dated March 22August 29, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26August 31, 20072001. The Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interests: Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class U Regular 7.000% $ 298,059,623.11 September 2031 Class C-Y-1 Regular Variable 6.500% 120,889.87 September 2016 Class C-Y-2 Regular 6.750% 229,406.99 September 2031 Class C-Z-1 Regular 6.500% 241,658,850.09 September 2016 Class C-Z-2 Regular 6.750% 461,395,314.60 September 2031 Class I-X-M Regular 6.500% (2) $ 345,403.89 March 2039 ----- September 2016 Class Y-2 II-X-M Regular Variable 7.000% (2) ----- September 2031 Class A-X-M Regular 6.750% (2) ----- September 2031 Class I-P-M Regular (3) 186,304.90 March 2039 1,770,700.00 September 2016 Class Z-1 II-P-M Regular Variable (2) 690,466,994.98 March 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 475,748.00 September 2031 Class R-1† A-P-M Regular (3) 845,953.00 September 2031 Class R-1'D' Residual 5.5756.500% 100.00 March 2039 50.00 September 2031 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC III Regular Interests and the Class R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC III, (v) the conveyance to the Trust of the REMIC III Regular Interests and (ivv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22January 6, 20072006, and a Prospectus Supplement, dated March September 22, 20072006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26September 24, 20072006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 509,475.54 October 2036 Class Y-2 Regular Variable (3) 186,304.90 March 2039 219,128.30 October 2036 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 1,022,910,728.72 October 2036 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 438,037,472.58 October 2036 Class 2-X-M Regular (4) ----- June 2013 Class 2-P-M Regular (5) 1,912,649.00 October 2036 Class R-1† Residual 5.5756.099% 100.00 March 2039 October 2036 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22February 13, 2007, and a Prospectus Supplement, dated March 22February 23, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26February 27, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 316,958.49 February 2039 Class Y-2 Regular Variable (3) 186,304.90 March 286,038.86 February 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 633,600,027.63 February 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 571,797,491.19 February 2039 Class R-1† Residual 5.5755.705% 100.00 March February 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV III Regular Interests and the Class R-4 R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVIII. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22January 6, 20072006, and a Prospectus Supplement, dated March 22August 21, 20072006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26August 23, 20072006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 407,105.69 September 2036 Class Y-2 Regular Variable (3) 186,304.90 March 2039 157,091.61 September 2036 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 823,389,771.39 September 2036 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 314,026,130.54 September 2036 Class 2-X-M Regular (4) ----- June 2013 Class 2-P-M Regular (5) 3,679,542.00 September 2036 Class R-1† Residual 5.5755.980% 100.00 March 2039 September 2036 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests Holders from time to time of the Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVVariable Servicing Interest. The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22October 5, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26October 12, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interests: Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- --------------------- Class Y-1 A-1-L Regular Variable (2) $ 345,403.89 March 2039 284,000,000.00 November 2031 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 A-2-L Regular Variable (2) 690,466,994.98 March 2039 101,000,000.00 November 2031 Class Z-2 A-3-L Regular Variable (32) 372,423,502.52 March 2039 116,634,000.00 November 2031 Class R-1† A-4-L Regular Variable (2) 213,000,000.00 November 2031 Class B-1-L Regular Variable (2) 9,602,000.00 November 2031 Class B-2-L Regular Variable (2) 6,278,000.00 November 2031 Class B-3-L Regular Variable (2) 2,954,000.00 November 2031 Class B-4-L Regular Variable (2) 1,846,000.00 November 2031 Class B-5-L Regular Variable (2) 1,846,000.00 November 2031 Class B-6-L Regular Variable (2) 1,480,315.33 November 2031 Class R-1'D' Residual 5.5753.366% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.November 2031

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IV. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22January 11, 2007, and a Prospectus Supplement, dated March January 22, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26January 24, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 328,999.27 January 2039 Class Y-2 Regular Variable (3) 186,304.90 March 375,581.17 January 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 657,669,537.19 January 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 750,800,919.73 January 2039 Class R-1† Residual 5.5755.7322% 100.00 March January 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The All covenants and agreements made by the Company has duly authorized and the execution and delivery of this Agreement to provide for (i) the sale Trustee herein with respect to the Trust REMIC II Regular Interests are for the benefit of the Mortgage Loans and certain other assets, (ii) the issuance Holders from time to the Company time of the REMIC I, REMIC II and REMIC III Regular Interests and Certificates (other than the portion of the Class R-1, R Certificates representing ownership of the Class R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV Regular Interests and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterests). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust three separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22October 23, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26October 25, 20072001. The Trust Fund, the REMIC II Trust Fund and the REMIC III Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal R-1 Residual Interests: Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class Y-1 Regular Variable 6.500% $ 212,171.74 October 2031 Class Y-2 Regular 6.250% 49,062.10 October 2016 Class Z-1 Regular 6.500% 424,131,312.67 October 2031 Class Z-2 Regular 6.250% 98,174,792.68 October 2016 Class I-P-M Regular (2) $ 345,403.89 March 2039 547,821.48 October 2031 Class Y-2 II-P-M Regular Variable (3) 186,304.90 March 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 206,309.67 October 2016 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 Class R-1† R-1'D' Residual 5.5756.500% 100.00 March 2039 50.00 October 2031 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “"latest possible maturity date” " shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV III Regular Interests and the Class R-4 R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVIII. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22February 13, 2007, and a Prospectus Supplement, dated March 22February 13, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26February 15, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 556,860.19 November 2038 Class Y-2 Regular Variable (3) 186,304.90 March 2039 134,661.56 November 2038 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 1,113,239,142.32 November 2038 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 269,188,457.62 November 2038 Class R-1† Residual 5.5755.651% 100.00 March 2039 November 2038 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests and Holders from time to time of the Certificates (other than the portion of the Class R-4 R Certificates representing ownership of the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterest). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22November 27, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26November 29, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interests: Interest Interest Rate(1) Balance Date* ------------------------ ------------ -------------------- -------------------- -------------------- Class Y-1 A-1-L Regular Variable 6.500% $ 41,000,000.00 December 2031 Class A-2-L Regular 6.500% 100,000,000.00 December 2031 Class A-3-L Regular 6.500% 36,845,000.00 December 2031 Class A-5-L Regular 6.500% 18,400,000.00 December 2031 Class A-6-L Regular 6.500% 10,000,000.00 December 2031 Class A-7-L Regular (2) $ 345,403.89 March 2039 48,677,778.00 December 2031 Class Y-2 A-8-L Regular Variable (3) 186,304.90 March 2039 6,219,938.00 December 2031 Class Z-1 A-9-L Regular Variable (24) 690,466,994.98 March 2039 12,502,284.00 December 2031 Class Z-2 A-10-L Regular Variable 6.500% 60,000,000.00 December 2031 Class A-11-L Regular 6.500% 55,165,000.00 December 2031 Class A-12-L Regular 6.500% 200,000,000.00 December 2031 Class A-14-L Regular 6.500% 40,000,000.00 December 2031 Class A-15-L Regular 6.500% 10,500,000.00 December 2031 Class A-16-L Regular 7.250% 12,719,000.00 December 2031 Class A-17-L Regular 5.500% 9,540,000.00 December 2031 Class A-18-L Regular 6.500% 32,241,000.00 December 2031 Class A-19-L Regular 6.500% 10,000,000.00 December 2031 Class A-20-L Regular 6.500% 14,000,000.00 December 2031 Class A-21-L Regular 6.500% 25,000,000.00 December 2031 Class P-L Regular (35) 372,423,502.52 March 2039 728,832.78 December 2031 Class R-1† B-1-L Regular 6.500% 12,680,000.00 December 2031 Class B-2-L Regular 6.500% 4,611,000.00 December 2031 Class B-3-L Regular 6.500% 2,689,000.00 December 2031 Class B-4-L Regular 6.500% 1,921,000.00 December 2031 Class B-5-L Regular 6.500% 1,153,000.00 December 2031 Class B-6-L Regular 6.500% 1,923,304.39 December 2031 Class R-1'D' Residual 5.5756.500% 100.00 March 2039 50.00 December 2031 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “"latest possible maturity date” " shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale conveyance to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, and the Class PPP Certificates, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (ivvi) the issuance to the Company of the REMIC IV III Regular Interests and the Class R-4 R-3 Residual Interest Interest, representing in the aggregate the entire beneficial interest in REMIC IVIII. The Company Company, the Servicer and the Master Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22January 6, 20072006, and a Prospectus Supplement, dated March 22July 26, 20072006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26July 28, 20072006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class C-Y-1 Regular Variable 6.500% $ 139,087.73 August 2036 Class C-Y-2 Regular 7.000% 50,184.64 August 2036 Class C-Z-1 Regular 6.500% 278,036,492.51 August 2036 Class C-Z-2 Regular 7.000% 100,319,096.19 August 2036 Class C-X-M Regular 6.500% (2) $ 345,403.89 March 2039 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 ----- August 2036 Class R-1† Residual 5.5756.500% 100.00 March 2039 August 2036 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 3 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests and Holders from time to time of the Certificates (other than the portion of the Class R-4 R Certificates representing ownership of the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterest). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22August 20, 20072001, and a Prospectus Supplement, dated March 22September 26, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26September 28, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interests: Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------- Class Y-1 A-1-L Regular Variable (26.750% $108,694,000.00 October 2031 Class A-2-L Regular 6.750% 24,940,000.00 October 2031 Class A-3-L Regular 6.750% 6,322,000.00 October 2031 Class A-4-L Regular 6.750% 56,305,482.00 October 2031 Class A-5-L Regular 6.750%(2) $ 345,403.89 March 2039 5,776,000.00 October 2031 Class Y-2 A-7-L Regular Variable 6.750% 47,587,000.00 October 2031 Class A-8-L Regular (3) 186,304.90 March 2039 2,397,000.00 October 2031 Class Z-1 A-9-L Regular Variable (26.750% 808,000.00 October 2031 Class A-10-L Regular 6.750% 47,760,000.00 October 2031 Class A-11-L Regular 6.750%(4) 690,466,994.98 March 2039 2,871,000.00 October 2031 Class Z-2 A-12-L Regular Variable 7.000% 19,567,000.00 October 2031 Class A-13-L Regular 7.000% 16,826,000.00 October 2031 Class A-14-L Regular 7.000% 3,633,000.00 October 2031 Class A-15-L Regular 7.000% 3,911,000.00 October 2031 Class A-16-L Regular 7.000% 2,092,000.00 October 2031 Class A-17-L Regular 7.000% 4,690,000.00 October 2031 Class A-18-L Regular 7.000% 7,000,000.00 October 2031 Class A-19-L Regular 7.000% 2,000,000.00 October 2031 Class A-20-L Regular 6.750% 13,580,000.00 October 2031 Class A-21-L Regular 6.750% 8,900,000.00 October 2031 Class A-22-L Regular 6.750% 6,626,000.00 October 2031 Class A-23-L Regular 7.000% 5,000,000.00 October 2031 Class A-24-L Regular 6.750% 70,239,000.00 October 2031 Class A-25-L Regular 7.250% 2,000,000.00 October 2031 Class A-26-L Regular 6.500% 4,000,000.00 October 2031 Class A-27-L Regular 6.750% 975,000.00 October 2031 Class A-28-L Regular 7.000% 1,462,000.00 October 2031 Class A-29-L Regular 6.750% 2,923,000.00 October 2031 Class A-30-L Regular 7.000% 1,461,000.00 October 2031 Class A-31-L Regular 6.500% 1,461,000.00 October 2031 Class A-32-L Regular 7.000% 1,225,000.00 October 2031 Class A-33-L Regular 6.500% 1,225,000.00 October 2031 Class A-35-L Regular 6.750%(5) 582,000.00 October 2031 Class A-36-L Regular 6.500% 1,462,000.00 October 2031 Class A-37-L Regular 6.750% 10,154,000.00 October 2031 Class A-38-L Regular 6.750% 24,703,000.00 October 2031 Class A-39-L Regular 6.750% 8,598,000.00 October 2031 Class A-41-L Regular 6.750% 41,374,000.00 October 2031 Class X-L Regular 6.750%(6) ---- October 2031 Class P-L Regular (3) 372,423,502.52 March 2039 1,393,352.00 October 2031 Class R-1† Residual 5.575B-1-L Regular 6.750% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each 9,774,058.00 October 2031 Class of REMIC I B-2-L Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The 6.750% 3,554,204.00 October 2031 Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1B-3-2 Excess Liquidation Proceeds.L Regular 6.750% 2,665,652.00 October 2031 Class B-4-L Regular 6.750% 1,777,102.00 October 2031 Class B-5-L Regular 6.750% 888,551.00 October 2031 Class B-6-L Regular 6.750% 1,184,734.52 October 2031

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests and Holders from time to time of the Certificates (other than the portion of the Class R-4 R Certificates representing ownership of the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVInterest). The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22August 20, 20072001, and a Prospectus Supplement, dated March 22August 27, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26August 29, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interests: Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class Y-1 A-1-L Regular Variable (26.750% $ 100,000,000.00 September 2031 Class A-2-L Regular 6.750% 24,720,000.00 September 2031 Class A-3-L Regular 6.750% 10,000,000.00 September 2031 Class A-4-L Regular 6.750% 28,084,000.00 September 2031 Class A-5-L Regular 6.750%(2) $ 345,403.89 March 2039 23,889,000.00 September 2031 Class Y-2 A-6-L Regular Variable 7.000% 75,000,000.00 September 2031 Class A-7-L Regular 6.750% 117,175,000.00 September 2031 Class A-8-L Regular 6.750% 10,000,000.00 September 2031 Class A-9-L Regular 6.750% 35,000,000.00 September 2031 Class A-10-L Regular 6.750% 73,139,000.00 September 2031 Class A-12-L Regular 6.750% 125,827,000.00 September 2031 Class A-13-L Regular (3) 186,304.90 March 2039 2,333,350.00 September 2031 Class Z-1 A-14-L Regular Variable (26.750%(4) 690,466,994.98 March 2039 3,700,650.00 September 2031 Class Z-2 A-15-L Regular Variable 6.750%(5) 14,000,000.00 September 2031 Class A-16-L Regular 6.750%(6) 1,000,000.00 September 2031 Class A-18-L Regular 6.750% 62,000,000.00 September 2031 Class A-19-L Regular 6.600% 20,000,000.00 September 2031 Class A-21-L Regular 6.750% 325,000.00 September 2031 Class A-22-L Regular 6.750% 2,500,000.00 September 2031 Class X-L Regular 6.750%(7) -- September 2031 Class P-L Regular (3) 372,423,502.52 March 2039 1,879,848.00 September 2031 Class R-1† B-1-L Regular 6.750% 12,459,000.00 September 2031 Class B-2-L Regular 6.750% 4,530,000.00 September 2031 Class B-3-L Regular 6.750% 2,642,000.00 September 2031 Class B-4-L Regular 6.750% 2,265,000.00 September 2031 Class B-5-L Regular 6.750% 1,132,000.00 September 2031 Class B-6-L Regular 6.750% 1,513,513.00 September 2031 Class R-1'D' Residual 5.5756.750% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.September 2031

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests Holders from time to time of the Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest) and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVVariable Servicing Interest. The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22November 9, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26November 14, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Class R Residual Interests and the Certificates: REMIC I Interests Class R Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interests: Interest Interest Rate (1) Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class Y-1 A-1-L Regular Variable (2) $ 345,403.89 March 2039 308,000,000.00 December 2031 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 A-2-L Regular Variable (2) 690,466,994.98 March 2039 104,000,000.00 December 2031 Class Z-2 A-3-L Regular Variable (32) 372,423,502.52 March 2039 112,121,000.00 December 2031 Class R-1† A-4-L Regular Variable (2) 163,750,000.00 December 2031 Class B-1-L Regular Variable (2) 9,242,000.00 December 2031 Class B-2-L Regular Variable (2) 6,043,000.00 December 2031 Class B-3-L Regular Variable (2) 3,554,000.00 December 2031 Class B-4-L Regular Variable (2) 1,421,000.00 December 2031 Class B-5-L Regular Variable (2) 710,000.00 December 2031 Class B-6-L Regular Variable (2) 2,137,410.70 December 2031 Class R-1'D' Residual 5.5752.784% 100.00 March 2039 * The Distribution Date in the specified month, which is two years following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.December 2031

Residual Interest. The Company has duly authorized the execution All covenants and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to agreements made by the Company of the REMIC I, REMIC II and REMIC III Regular Interests and the Class R-1, Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II and REMIC III, (iii) the conveyance Trustee herein with respect to the Trust of the REMIC I and REMIC III Regular Interests and (iv) are for the issuance to the Company benefit of the REMIC IV Regular Interests Holders from time to time of the Certificates (other than the portion of the Class R Certificates representing ownership of the Class R-1 Residual Interest), the Variable Servicing Interest and the Class R-4 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVCertificate Insurer. The Company and the Servicer are is entering into this Agreement, and the Trustee and the Delaware Trustee are each is accepting the trust two separate trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22October 5, 20072001, and a Prospectus Supplement, dated March 22December 12, 20072001, of the Company (together, the “"Prospectus”"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26December 14, 20072001. The Trust Fund and the REMIC II Trust Fund created hereunder is are collectively intended to be the “"Trust” " described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “"Certificates” " described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests, the Certificates and the Certificate Insurer: REMIC I Interests Class Y-1 Designation for each REMIC I Regular Certificate Initial Class Interest and the Class Type of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ---------------------- --------- ------------- --------------- --------------- Class A-1-L Regular Variable (2) $ 345,403.89 March 2039 50,000,000.00 January 2032 Class Y-2 Regular Variable (3) 186,304.90 March 2039 Class Z-1 A-2-L Regular Variable (2) 690,466,994.98 March 2039 300,000,000.00 January 2032 Class Z-2 A-3A-L Regular Variable (32) 372,423,502.52 March 2039 43,000,000.00 January 2032 Class R-1† A-3B-L Regular Variable (2) 82,000,000.00 January 2032 Class A-4-L Regular Variable (2) 125,480,000.00 January 2032 Class A-5-L Regular Variable (2) 161,400,000.00 January 2032 Class A-6-L Regular Variable (2) 26,480,000.00 January 2032 Class B-1-L Regular Variable (2) 10,592,000.00 January 2032 Class B-2-L Regular Variable (2) 6,926,000.00 January 2032 Class B-3-L Regular Variable (2) 4,074,000.00 January 2032 Class B-4-L Regular Variable (2) 1,629,000.00 January 2032 Class B-5-L Regular Variable (2) 814,000.00 January 2032 Class B-6-L Regular Variable (2) 2,447,598.14 January 2032 Class R-1+ Residual 5.5755.818% 100.00 March 2039 January 2032 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “"latest possible maturity date” " shall be the Final Maturity Date. † + The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.

Residual Interest. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I, I and REMIC II and REMIC III Regular Interests and the Class R-1, R-1 and Class R-2 and Class R-3 Residual Interests representing in the aggregate the entire beneficial interest in REMIC I, REMIC II I and REMIC IIIII, (iii) the conveyance to the Trust of the REMIC I and REMIC III Regular Interests and (iv) the issuance to the Company of the REMIC IV III Regular Interests and the Class R-4 R-3 Residual Interest representing in the aggregate the entire beneficial interest in REMIC IVIII. The Company and the Servicer are entering into this Agreement, and the Trustee and the Delaware Trustee are each 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 Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 22January 6, 20072006, and a Prospectus Supplement, dated March 22November 16, 20072006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26November 20, 20072006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests and the Class R Residual Interests: Class Y-1 Regular Variable (2) $ 345,403.89 March 2039 293,227.94 December 2036 Class Y-2 Regular Variable (3) 186,304.90 March 2039 182,809.73 December 2036 Class Z-1 Regular Variable (2) 690,466,994.98 March 2039 586,185,680.83 December 2036 Class Z-2 Regular Variable (3) 372,423,502.52 March 2039 365,436,640.92 December 2036 Class R-1† Residual 5.5755.6338% 100.00 March 2039 December 2036 * The Distribution Date in the specified month, which is two years the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the “latest possible maturity date” shall be the Final Maturity Date. † The Class R-1 Residual Interest is entitled to receive the applicable Residual Distribution Amount and any Groups 1-2 Excess Liquidation Proceeds.