Unassociated Document


    NOMURA
      HOME EQUITY LOAN, INC.,

    Depositor

    


     

    NOMURA
      CREDIT & CAPITAL, INC.,

    Sponsor

    


     

    GMAC
      MORTGAGE, LLC

    a
      Servicer

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    Master
      Servicer and Securities Administrator

     

     

    and

    


     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    
      	 	 	 


    

    


     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of January 1, 2007

     

    
      	 	 	 


    

    


     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-1

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

    


    
      	
              ARTICLE
                I

              DEFINITIONS

               

            
	
              Section
                1.01

            	
              Defined
                Terms.

            
	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

               

            
	
              ARTICLE
                II

              CONVEYANCE
                OF TRUST FUND REPRESENTATIONS AND WARRANTIES

               

            
	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            
	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            
	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of GMACM and the Sponsor.

            
	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            
	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases.

            
	
              Section
                2.06

            	
              Issuance
                of the REMIC IA Regular Interests and REMIC IIA Regular
                Interests.

            
	
              Section
                2.07

            	
              Conveyance
                of the REMIC IA Regular Interests, REMIC IB Regular Interests,
                Class I-X Interest, Class I-P Interest, Class I-IO Interest, REMIC
                IIA
                Regular Interests, REMIC IIB Regular Interests, Class II-X Interest,
                Class
                II-P Interest and Class II-IO Interest.

            
	
              Section
                2.08

            	
              Issuance
                of Class I-R Certificates, the Class II-R Certificates, the Class
                I-R-X
                Certificates and the Class II-R-X Certificates.

            
	
              Section
                2.09

            	
              Establishment
                of Trust.

            
	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

               

            
	
              ARTICLE
                III

              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

               

            
	
              Section
                3.01

            	
              GMACM
                to act as Servicer of the related Mortgage Loans.

            
	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                3.03

            	
              Subservicers.

            
	
              Section
                3.04

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

            
	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance.

            
	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                3.07

            	
              Maintenance
                of Insurance Policies.

            
	
              Section
                3.08

            	
              Reserved.

            
	
              Section
                3.09

            	
              Realization
                Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                Proceeds and Realized Losses; Repurchases of Certain Mortgage
                Loans.

            
	
              Section
                3.10

            	
              Servicing
                Compensation.

            
	
              Section
                3.11

            	
              REO
                Property.

            
	
              Section
                3.12

            	
              Liquidation
                Reports.

            
	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.15

            	
              Books
                and Records.

            
	
              Section
                3.16

            	
              The
                Trustee.

            
	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            
	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information.

            
	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            
	
              Section
                3.20

            	
              Documents,
                Records and Funds in Possession of the Servicers to be held for
                Trustee.

            
	
              Section
                3.21

            	
              Possession
                of Certain Insurance Policies and Documents.

            
	
              Section
                3.22

            	
              [Reserved].

            
	
              Section
                3.23

            	
              [Reserved].

            
	
              Section
                3.24

            	
              Optional
                Purchase of Certain Mortgage Loans.

            
	
              Section
                3.25

            	
              [Reserved].

            
	
              Section
                3.26

            	
              Collection
                of Mortgage Loan Payments; Custodial Accounts.

            
	
              Section
                3.27

            	
              Permitted
                Withdrawals From the Custodial Accounts.

            
	
              Section
                3.28

            	
              Reports
                to Master Servicer.

            
	
              Section
                3.29

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow
                Accounts.

            
	
              Section
                3.30

            	
              Adjustments
                to Mortgage Rate and Scheduled Payment.

            
	
              Section
                3.31

            	
              Distribution
                Account.

            
	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
              Section
                3.33

            	
              Duties
                of the Credit Risk Manager; Termination.

            
	
              Section
                3.34

            	
              Intellectual
                Property and Confidentiality.

            
	
              Section
                3.35

            	
              Limitation
                Upon Liability of Credit Risk Manager; Indemnification.

            
	
              Section
                3.36

            	
              Resignation
                or Removal of Credit Risk Manager.

               

            
	
              ARTICLE
                IV

              ADMINISTRATION
                AND MASTER SERVICING OF THE MORTGAGE LOANS

               

            
	
              Section
                4.01

            	
              The
                Master Servicer.

            
	
              Section
                4.02

            	
              Monitoring
                of Servicers.

            
	
              Section
                4.03

            	
              Fidelity
                Bond.

            
	
              Section
                4.04

            	
              Power
                to Act; Procedures.

            
	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                4.06

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

            
	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            
	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            
	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            
	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans.

            
	
              Section
                4.12

            	
              Compensation
                for the Master Servicer.

            
	
              Section
                4.13

            	
              REO
                Property.

            
	
              Section
                4.14

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

               

            
	
              ARTICLE
                V

              ADVANCES
                AND DISTRIBUTIONS

               

            
	
              Section
                5.01

            	
              Advances;
                Advance Facility.

            
	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            
	
              Section
                5.03

            	
              REMIC
                Distributions.

            
	
              Section
                5.04

            	
              Distributions
                on the Group I Certificates.

            
	
              Section
                5.05

            	
              Distributions
                on the Group II Certificates.

            
	
              Section
                5.06

            	
              Allocation
                of Realized Losses on the Group I Mortgage Loans.

            
	
              Section
                5.07

            	
              Allocation
                of Realized Losses on the Group II Mortgage Loans.

            
	
              Section
                5.08

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                5.09

            	
              REMIC
                Designations and REMIC Allocations.

            
	
              Section
                5.10

            	
              Prepayment
                Charges.

            
	
              Section
                5.11

            	
              Class
                I-P Certificate Account and the Class II-P Certificate
                Account.

            
	
              Section
                5.12

            	
              Net
                WAC Reserve Fund.

            
	
              Section
                5.13

            	
              Basis
                Risk Shortfall Reserve Fund.

            
	
              Section
                5.14

            	
              Supplemental
                Interest Trust.

            
	
              Section
                5.15

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              Section
                5.16

            	
              Reports
                Filed with Securities and Exchange Commission.

            
	
              Section
                5.17

            	
              Final
                Maturity Reserve Trust.

            
	
              Section
                5.18

            	
              Swap
                Collateral Accounts

            
	
              Section
                5.19

            	
              Cap
                Collateral Account

               

            
	
              ARTICLE
                VI

              THE
                CERTIFICATES

               

            
	
              Section
                6.01

            	
              The
                Certificates.

            
	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            
	
              Section
                6.07

            	
              Notices
                to Depository.

            
	
              Section
                6.08

            	
              Definitive
                Certificates.

            
	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

               

            
	
              ARTICLE
                VII

              THE
                DEPOSITOR, GMACM AND THE MASTER SERVICER

               

            
	
              Section
                7.01

            	
              Liabilities
                of the Depositor, GMACM and the Master Servicer.

            
	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor, GMACM or the Master
                Servicer.

            
	
              Section
                7.03

            	
              Indemnification
                of the Depositor and Servicing Function Participants.

            
	
              Section
                7.04

            	
              Limitations
                on Liability of the Depositor, Securities Administrator, Master Servicer,
                Servicer and Others.

            
	
              Section
                7.05

            	
              Servicers
                Not to Resign.

            
	
              Section
                7.06

            	
              Termination
                of GMACM Without Cause; Appointment of Special
                Servicer.

            
	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            
	
              Section
                7.09

            	
              Rights
                of the Depositor in Respect of GMACM and the Master Servicer.

               

            
	
              ARTICLE
                VIII

              DEFAULT;
                TERMINATION OF SERVICER AND MASTER SERVICER

               

            
	
              Section
                8.01

            	
              Events
                of Default.

            
	
              Section
                8.02

            	
              Master
                Servicer or Trustee to Act; Appointment of Successor.

            
	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            
	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults.

               

            
	
              ARTICLE
                IX

              CONCERNING
                THE TRUSTEE AND SECURITIES ADMINISTRATOR

               

            
	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator.

            
	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities
                Administrator.

            
	
              Section
                9.03

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans.

            
	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates.

            
	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            
	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            
	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            
	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator.

            
	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities
                Administrator.

            
	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              Section
                9.11

            	
              Appointment
                of Office or Agency.

            
	
              Section
                9.12

            	
              Representations
                and Warranties.

            
	
              Section
                9.13

            	
              Tax
                Matters.

               

            
	
              ARTICLE
                X

              TERMINATION

               

            
	
              Section
                10.01

            	
              Termination
                Upon Liquidation or Repurchase of all Mortgage Loans.

            
	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            
	
              Section
                10.03

            	
              Additional
                Termination Requirements.

               

            
	
              ARTICLE
                XI

              MISCELLANEOUS
                PROVISIONS

               

            
	
              Section
                11.01

            	
              Amendment.

            
	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              Section
                11.03

            	
              Governing
                Law.

            
	
              Section
                11.04

            	
              Intention
                of Parties.

            
	
              Section
                11.05

            	
              Notices.

            
	
              Section
                11.06

            	
              Severability
                of Provisions.

            
	
              Section
                11.07

            	
              Assignment.

            
	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            
	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid.

            
	
              Section
                11.10

            	
              Intention
                of the Parties and Interpretation.

            
	
              Section
                11.11

            	
              Early
                Termination of the Cap Contracts.

            
	
              Section
                11.12

            	
              Early
                Termination of a Swap Agreement.

            
	
              Section
                11.13

            	
              Third
                Party Beneficiary

            
	 	 
	 	 
	
              EXHIBITS

               

            	 
	
              Exhibit
                A-1

            	
              Form
                of Class [I]-A-[1][2][3][4] Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class II-[1-A] [2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
                Certificates

            
	
              Exhibit
                A-3 

            	
              Form
                of Class I-M-[1][2][3] Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class II-M-[1][2][3][4][5][6][7][8] Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class [I][II]-P Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class [I][II]-X Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class [I][II]-[R][R-X] Certificates

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                D

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit
                E

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                F

            	
              Form
                of Investment Letter (Non-Rule 144A)

            
	
              Exhibit
                G

            	
              Form
                of Rule 144A Investment Letter

            
	
              Exhibit
                H

            	
              Form
                of Additional Disclosure Notification

            
	
              Exhibit
                I

            	
              DTC
                Letter of Representations

            
	
              Exhibit
                J

            	
              Schedule
                of Mortgage Loans with Lost Notes

            
	
              Exhibit
                K

            	
              Appendix
                E of the Standard & Poor's Glossary For File Format For LEVELS®
                Version 5.7 Revised

            
	
              Exhibit
                L

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit
                M

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                N

            	
              Reporting
                Responsibility

            
	
              Exhibit
                O

            	
              Cap
                Contracts

            
	
              Exhibit
                P

            	
              Interest
                Rate Swap Agreements

            
	
              Exhibit
                Q

            	
              Assignment,
                Assumption and Recognition Agreement

            
	
              Exhibit
                R

            	
              Prepayment
                Charge Schedule

            
	
              Exhibit
                X-1

            	
              Form
                of Schedule of Default Loan Data

            
	
              Exhibit
                X-2

            	
              Standard
                File Layout - Delinquency Reporting

            
	
              Exhibit
                X-3

            	
              Form
                of Schedule of Realized Losses/Gains

            
	
              Schedule
                One

            	
              Final
                Maturity Reserve Schedule

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    POOLING
      AND SERVICING AGREEMENT, dated as of January 1, 2007, among NOMURA HOME EQUITY
      LOAN, INC., a Delaware corporation, as depositor (the “Depositor”), NOMURA
      CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity,
      the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, as master servicer (the “Master Servicer”) and as securities
      administrator (the “Securities Administrator”), GMAC MORTGAGE, LLC, a Delaware
      limited liability company corporation, as a servicer (a “Servicer” or “GMACM”)
      and HSBC BANK, USA, NATIONAL ASSOCIATION, a national banking association, not
      in
      its individual capacity, but solely as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.

     

    REMIC IA

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Group I Mortgage Loans and certain
      other related assets as set forth in the definition of REMIC IA (exclusive
      of the Cap Contracts, the Net WAC Reserve Fund, the Group I Swap Agreement,
      payments from the Supplemental Interest Trust and obligations to make payments
      to the Supplemental Interest Trust in respect of the Group I Swap Agreement
      and
      the Final Maturity Reserve Account) subject to this Agreement as a real estate
      mortgage investment conduit (a “REMIC”) for federal income tax purposes, and
      such segregated pool of assets will be designated as “REMIC IA”. The Class
      R-1A Interest will represent the sole Class of “residual interests” in
      REMIC IA for purposes of the REMIC Provisions (as defined herein) under
      federal income tax law. The following table irrevocably sets forth the
      designation, the Uncertificated REMIC IA Pass-Through Rate, the Initial
      Uncertificated Principal Balance, and for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
for each of the REMIC IA Regular Interests. None of the REMIC IA
      Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IA

              Pass-Through
                Rate

            	 	
              Initial
                Certificate

              Principal
                Balance

            	
              Assumed
                Final

              Maturity
                Date(1)

            
	
              I

            	
              (2)

            	
              $

            	
              311,463,669.72
                

            	
              February
                25, 2037

            
	
              I-1-A

            	
              (2)

            	
              $

            	
              2,233,508.83
                

            	
              February
                25, 2037

            
	
              I-1-B

            	
              (2)

            	
              $

            	
              2,233,508.83
                

            	
              February
                25, 2037

            
	
              I-2-A

            	
              (2)

            	
              $

            	
              2,791,069.20
                

            	
              February
                25, 2037

            
	
              I-2-B

            	
              (2)

            	
              $

            	
              2,791,069.20
                

            	
              February
                25, 2037

            
	
              I-3-A

            	
              (2)

            	
              $

            	
              2,682,703.96
                

            	
              February
                25, 2037

            
	
              I-3-B

            	
              (2)

            	
              $

            	
              2,682,703.96
                

            	
              February
                25, 2037

            
	
              I-4-A

            	
              (2)

            	
              $

            	
              2,578,538.55
                

            	
              February
                25, 2037

            
	
              I-4-B

            	
              (2)

            	
              $

            	
              2,578,538.55
                

            	
              February
                25, 2037

            
	
              I-5-A

            	
              (2)

            	
              $

            	
              2,478,410.46
                

            	
              February
                25, 2037

            
	
              I-5-B

            	
              (2)

            	
              $

            	
              2,478,410.46
                

            	
              February
                25, 2037

            
	
              I-6-A

            	
              (2)

            	
              $

            	
              2,382,163.42
                

            	
              February
                25, 2037

            
	
              I-6-B

            	
              (2)

            	
              $

            	
              2,382,163.42
                

            	
              February
                25, 2037

            
	
              I-7-A

            	
              (2)

            	
              $

            	
              2,289,647.23
                

            	
              February
                25, 2037

            
	
              I-7-B

            	
              (2)

            	
              $

            	
              2,289,647.23
                

            	
              February
                25, 2037

            
	
              I-8-A

            	
              (2)

            	
              $

            	
              2,200,717.50
                

            	
              February
                25, 2037

            
	
              I-8-B

            	
              (2)

            	
              $

            	
              2,200,717.50
                

            	
              February
                25, 2037

            
	
              I-9-A

            	
              (2)

            	
              $

            	
              723,908.87
                

            	
              February
                25, 2037

            
	
              I-9-B

            	
              (2)

            	
              $

            	
              723,908.87
                

            	
              February
                25, 2037

            
	
              I-10-A

            	
              (2)

            	
              $

            	
              1,380,790.90
                

            	
              February
                25, 2037

            
	
              I-10-B

            	
              (2)

            	
              $

            	
              1,380,790.90
                

            	
              February
                25, 2037

            
	
              I-11-A

            	
              (2)

            	
              $

            	
              1,327,128.16
                

            	
              February
                25, 2037

            
	
              I-11-B

            	
              (2)

            	
              $

            	
              1,327,128.16
                

            	
              February
                25, 2037

            
	
              I-12-A

            	
              (2)

            	
              $

            	
              1,275,546.87
                

            	
              February
                25, 2037

            
	
              I-12-B

            	
              (2)

            	
              $

            	
              1,275,546.87
                

            	
              February
                25, 2037

            
	
              I-13-A

            	
              (2)

            	
              $

            	
              1,225,966.43
                

            	
              February
                25, 2037

            
	
              I-13-B

            	
              (2)

            	
              $

            	
              1,225,966.43
                

            	
              February
                25, 2037

            
	
              I-14-A

            	
              (2)

            	
              $

            	
              1,178,309.35
                

            	
              February
                25, 2037

            
	
              I-14-B

            	
              (2)

            	
              $

            	
              1,178,309.35
                

            	
              February
                25, 2037

            
	
              I-15-A

            	
              (2)

            	
              $

            	
              1,132,501.14
                

            	
              February
                25, 2037

            
	
              I-15-B

            	
              (2)

            	
              $

            	
              1,132,501.14
                

            	
              February
                25, 2037

            
	
              I-16-A

            	
              (2)

            	
              $

            	
              1,088,470.19
                

            	
              February
                25, 2037

            
	
              I-16-B

            	
              (2)

            	
              $

            	
              1,088,470.19
                

            	
              February
                25, 2037

            
	
              I-17-A

            	
              (2)

            	
              $

            	
              1,046,147.66
                

            	
              February
                25, 2037

            
	
              I-17-B

            	
              (2)

            	
              $

            	
              1,046,147.66
                

            	
              February
                25, 2037

            
	
              I-18-A

            	
              (2)

            	
              $

            	
              1,005,467.38
                

            	
              February
                25, 2037

            
	
              I-18-B

            	
              (2)

            	
              $

            	
              1,005,467.38
                

            	
              February
                25, 2037

            
	
              I-19-A

            	
              (2)

            	
              $

            	
              966,365.72
                

            	
              February
                25, 2037

            
	
              I-19-B

            	
              (2)

            	
              $

            	
              966,365.72
                

            	
              February
                25, 2037

            
	
              I-20-A

            	
              (2)

            	
              $

            	
              928,781.54
                

            	
              February
                25, 2037

            
	
              I-20-B

            	
              (2)

            	
              $

            	
              928,781.54
                

            	
              February
                25, 2037

            
	
              I-21-A

            	
              (2)

            	
              $

            	
              892,656.04
                

            	
              February
                25, 2037

            
	
              I-21-B

            	
              (2)

            	
              $

            	
              892,656.04
                

            	
              February
                25, 2037

            
	
              I-22-A

            	
              (2)

            	
              $

            	
              857,932.71
                

            	
              February
                25, 2037

            
	
              I-22-B

            	
              (2)

            	
              $

            	
              857,932.71
                

            	
              February
                25, 2037

            
	
              I-23-A

            	
              (2)

            	
              $

            	
              824,782.46
                

            	
              February
                25, 2037

            
	
              I-23-B

            	
              (2)

            	
              $

            	
              824,782.46
                

            	
              February
                25, 2037

            
	
              I-24-A

            	
              (2)

            	
              $

            	
              792,928.43
                

            	
              February
                25, 2037

            
	
              I-24-B

            	
              (2)

            	
              $

            	
              792,928.43
                

            	
              February
                25, 2037

            
	
              I-25-A

            	
              (2)

            	
              $

            	
              762,061.82
                

            	
              February
                25, 2037

            
	
              I-25-B

            	
              (2)

            	
              $

            	
              762,061.82
                

            	
              February
                25, 2037

            
	
              I-26-A

            	
              (2)

            	
              $

            	
              732,394.06
                

            	
              February
                25, 2037

            
	
              I-26-B

            	
              (2)

            	
              $

            	
              732,394.06
                

            	
              February
                25, 2037

            
	
              I-27-A

            	
              (2)

            	
              $

            	
              18,026,101.18
                

            	
              February
                25, 2037

            
	
              I-27-B

            	
              (2)

            	
              $

            	
              18,026,101.18
                

            	
              February
                25, 2037

            
	
              I-P

            	
              (3)

            	
              $

            	
              100.00
                

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in
                February 2037 has
                been designated as the “latest possible maturity date” for each
                REMIC IA Regular Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC IA
                Pass-Through Rate” herein.

            
	
              (3)

            	
              REMIC IA
                Regular Interest I-P will not be entitled to distributions of
                interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC IB

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC IA Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC IB”. The Class R-1B Interest will represent the
      sole Class of “residual interests” in REMIC IB for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the designation,
      Uncertificated REMIC IB Pass-Through Rate and Initial Uncertificated
      Principal Balance and for purposes of satisfying Treas. Reg. 1.860G - 1
      (a)(4)(iii), the “latest possible maturity date” for each of the “regular
      interests” in REMIC IB created hereunder. None of the REMIC IB Regular
      Interests will be certificated.

     

    
      	
              Designation

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Uncertificated
                REMIC IB

              Pass-Through
                Rate

            	
              Assumed
                Final 

              Maturity
                Date(1)

            
	
              LTI-AA

            	
              $ 207,306,098.16

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IA1

            	
              $      
                 834,585.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IA2

            	
              $      
                 146,725.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IA3

            	
              $      
                 422,640.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IA4

            	
              $        558,050.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IM1

            	
              $         
                 79,325.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IM2

            	
              $         
                 46,540.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IM3

            	
              $         
                 27,500.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IZZ

            	
              $   
                 2,115,371.70

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-SC

            	
              $         
                 11,161.00

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-NSC

            	
              $         
                 31,146.37

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-XX

            	
              $ 211,494,527.49

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-I-IO

            	
              N/A(3)

            	
              Variable(2)

            	
              February
                25, 2037

            
	
              LTI-IP

            	
              $              
                 100.00

            	
              (4)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in February 2037 has been designated as the
“latest
                possible maturity date” for each REMIC IB Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC IB
                Pass-Through Rate” herein.

            
	
              (3)

            	
              REMIC IB
                Regular Interest LTI-I-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount,
                as defined herein.

            
	
              (4)

            	
              REMIC IB
                Regular Interest LTI-I-IP will not be entitled to distributions of
                interest.

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC IC

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC IB Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC IC”. The Class R-1C Interest will represent the
      sole Class of “residual interests” in REMIC IC for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the Class designation,
      Pass-Through Rate and Initial Certificate Principal Balance for each Class
      of
      Certificates and REMIC IC Regular Interests that represent one or more of the
      “regular interests” in REMIC IC created hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Maturity
                Date(1)

            
	
              Class
                I-A-1

            	
              $ 166,917,000.00

            	
              Class
                I-A-1 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-A-2

            	
              $ 
                 29,345,000.00

            	
              Class
                I-A-2 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-A-3

            	
              $ 
                 84,528,000.00

            	
              Class
                I-A-3 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-A-4

            	
              $ 111,610,000.00

            	
              Class
                I-A-4 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-M-1

            	
              $ 
                 15,865,000.00

            	
              Class
                I-M-1 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-M-2

            	
              $   
                 9,308,000.00

            	
              Class
                I-M-2 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-M-3

            	
              $   
                 5,500,000.00

            	
              Class
                I-M-3 Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-X Interest

            	
              $              
                 669.72

            	
              Class
                I-X Pass-Through Rate

            	
              February
                25, 2037

            
	
              Class
                I-P Interest

            	
              $              
                 100.00

            	
              N/A(3)

            	
              February
                25, 2037

            
	
              Class
                I-IO Interest

            	
              N/A(4)

            	
              (5)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in February 2037 has been designated as the
“latest
                possible maturity date” for each Class of Certificates.

            
	
              (2)

            	
              The
                Class I-X Interest will not accrue interest on its Certificate Principal
                Balance, but will accrue interest at the Class I-X Pass-Through Rate
                on
                the Certificate Notional Balance of the Class I-X Interest outstanding
                from time to time which shall equal the aggregate of the Uncertificated
                Principal Balances of the REMIC IB Regular Interests (other than
                REMIC IB Regular Interest LTI-IP). 

            
	
              (3)

            	
              The
                Class I-P Interest will not be entitled to distributions in respect
                of
                interest.

            
	
              (4)

            	
              For
                federal income tax purposes, the Class I-IO Interest will not have
                an
                Uncertificated Principal Balance, but will have a notional amount
                equal to
                the Uncertificated Notional Amount of REMIC IB Regular
                Interest LTI-I-IO.

            
	
              (5)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC IB Regular Interest
                LTI-I-IO.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      ID

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class I-X Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC ID”. The Class R-1D Interest will represent the sole
      class of “residual interests” in REMIC ID for purposes of the REMIC Provisions.
      The following table irrevocably sets forth the Class designation, Pass-Through
      Rate and Initial Certificate Principal Balance for each Class of Certificates
      that represents one or more of the “regular interests” in REMIC ID created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              Class
                I-X

            	
              $ 669.72

            	
              (2)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in in February 2037 has been designated as
                the
                “latest possible maturity date” for the Class I-X
                Certificates.

            
	
              (2)

            	
              The
                Class I-X Certificates will be entitled to 100% of amounts distributed
                on
                the Class I-X Interest. 

            


    

    


    


    REMIC
      IE

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class I-P Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IE”. The Class R-1E Interest will represent the sole class
      of “residual interests” in REMIC 1E for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IE created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Class
                I-P

            	
              $ 100

            	
              (2)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in in February 2037 has been designated as
                the
                “latest possible maturity date” for the Class I-P
                Certificates.

            
	
              (2)

            	
              The
                Class I-P Certificates will be entitled to 100% of amounts distributed
                on
                the Class P Interest. 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IF

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class I-IO Interest as a REMIC
      for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IF”. The Class R-1F Interest will represent the sole class
      of “residual interests” in REMIC IF for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IF created
      hereunder:

     

    


    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Notional
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in in February 2037 has been designated as
                the
                “latest possible maturity date” for REMIC IF Regular Interest
                Swap-IO.

            
	
              (2)

            	
              REMIC
                IF Regular Interest Swap-IO will have not a Certificate Notional
                Balance
                but will be entitled to 100% of amounts distributed on the Class
                I-IO
                Interest.

            
	
              (3)

            	
              REMIC
                IF Regular Interest Swap-IO will be entitled to 100% of amounts
                distributed on the Class I-IO Interest.


            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IIA

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Group II Mortgage Loans and certain
      other related assets as set forth in the definition of REMIC IIA subject to
      this
      Agreement (exclusive of the Basis Risk Shortfall Reserve Fund and, for the
      avoidance of doubt, the Supplemental Interest Trust and the Group II Swap
      Agreement) as a REMIC for federal income tax purposes, and such segregated
      pool
      of assets will be designated as “REMIC IIA”. The Class R-2A Interest will
      represent the sole Class of “residual interests” in REMIC IIA for purposes of
      the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      IIA Pass-Through Rate, the initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC IIA Regular Interests.
      None of the REMIC IIA Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Uncertificated
                REMIC IIIA

              Pass-Through
                Rate

            	 	
              Initial
                Certificate

              Principal
                Balance

            	
              Assumed
                Final

              Maturity
                Date(1)

            
	
              I

            	
              (2)

            	
              $

            	
              813,204.24
                

            	
              February
                25, 2037

            
	
              I-1-A

            	
              (2)

            	
              $

            	
              2,027,096.98
                

            	
              February
                25, 2037

            
	
              I-1-B

            	
              (2)

            	
              $

            	
              2,027,096.98
                

            	
              February
                25, 2037

            
	
              I-2-A

            	
              (2)

            	
              $

            	
              1,987,361.78
                

            	
              February
                25, 2037

            
	
              I-2-B

            	
              (2)

            	
              $

            	
              1,987,361.78
                

            	
              February
                25, 2037

            
	
              I-3-A

            	
              (2)

            	
              $

            	
              1,911,027.49
                

            	
              February
                25, 2037

            
	
              I-3-B

            	
              (2)

            	
              $

            	
              1,911,027.49
                

            	
              February
                25, 2037

            
	
              I-4-A

            	
              (2)

            	
              $

            	
              1,911,575.26
                

            	
              February
                25, 2037

            
	
              I-4-B

            	
              (2)

            	
              $

            	
              1,911,575.26
                

            	
              February
                25, 2037

            
	
              I-5-A

            	
              (2)

            	
              $

            	
              1,764,201.85
                

            	
              February
                25, 2037

            
	
              I-5-B

            	
              (2)

            	
              $

            	
              1,764,201.85
                

            	
              February
                25, 2037

            
	
              I-6-A

            	
              (2)

            	
              $

            	
              1,696,439.11
                

            	
              February
                25, 2037

            
	
              I-6-B

            	
              (2)

            	
              $

            	
              1,696,439.11
                

            	
              February
                25, 2037

            
	
              I-7-A

            	
              (2)

            	
              $

            	
              1,631,279.12
                

            	
              February
                25, 2037

            
	
              I-7-B

            	
              (2)

            	
              $

            	
              1,631,279.12
                

            	
              February
                25, 2037

            
	
              I-8-A

            	
              (2)

            	
              $

            	
              1,568,621.92
                

            	
              February
                25, 2037

            
	
              I-8-B

            	
              (2)

            	
              $

            	
              1,568,621.92
                

            	
              February
                25, 2037

            
	
              I-9-A

            	
              (2)

            	
              $

            	
              1,508,371.37
                

            	
              February
                25, 2037

            
	
              I-9-B

            	
              (2)

            	
              $

            	
              1,508,371.37
                

            	
              February
                25, 2037

            
	
              I-10-A

            	
              (2)

            	
              $

            	
              1,450,435.03
                

            	
              February
                25, 2037

            
	
              I-10-B

            	
              (2)

            	
              $

            	
              1,450,435.03
                

            	
              February
                25, 2037

            
	
              I-11-A

            	
              (2)

            	
              $

            	
              1,394,724.03
                

            	
              February
                25, 2037

            
	
              I-11-B

            	
              (2)

            	
              $

            	
              1,394,724.03
                

            	
              February
                25, 2037

            
	
              I-12-A

            	
              (2)

            	
              $

            	
              1,341,152.87
                

            	
              February
                25, 2037

            
	
              I-12-B

            	
              (2)

            	
              $

            	
              1,341,152.87
                

            	
              February
                25, 2037

            
	
              I-13-A

            	
              (2)

            	
              $

            	
              1,289,639.38
                

            	
              February
                25, 2037

            
	
              I-13-B

            	
              (2)

            	
              $

            	
              1,289,639.38
                

            	
              February
                25, 2037

            
	
              I-14-A

            	
              (2)

            	
              $

            	
              1,240,104.51
                

            	
              February
                25, 2037

            
	
              I-14-B

            	
              (2)

            	
              $

            	
              1,240,104.51
                

            	
              February
                25, 2037

            
	
              I-15-A

            	
              (2)

            	
              $

            	
              1,192,472.27
                

            	
              February
                25, 2037

            
	
              I-15-B

            	
              (2)

            	
              $

            	
              1,192,472.27
                

            	
              February
                25, 2037

            
	
              I-16-A

            	
              (2)

            	
              $

            	
              1,146,669.58
                

            	
              February
                25, 2037

            
	
              I-16-B

            	
              (2)

            	
              $

            	
              1,146,669.58
                

            	
              February
                25, 2037

            
	
              I-17-A

            	
              (2)

            	
              $

            	
              1,102,626.16
                

            	
              February
                25, 2037

            
	
              I-17-B

            	
              (2)

            	
              $

            	
              1,102,626.16
                

            	
              February
                25, 2037

            
	
              I-18-A

            	
              (2)

            	
              $

            	
              1,060,274.44
                

            	
              February
                25, 2037

            
	
              I-18-B

            	
              (2)

            	
              $

            	
              1,060,274.44
                

            	
              February
                25, 2037

            
	
              I-19-A

            	
              (2)

            	
              $

            	
              1,019,549.45
                

            	
              February
                25, 2037

            
	
              I-19-B

            	
              (2)

            	
              $

            	
              1,019,549.45
                

            	
              February
                25, 2037

            
	
              I-20-A

            	
              (2)

            	
              $

            	
              980,388.70
                

            	
              February
                25, 2037

            
	
              I-20-B

            	
              (2)

            	
              $

            	
              980,388.70
                

            	
              February
                25, 2037

            
	
              I-21-A

            	
              (2)

            	
              $

            	
              2,277,447.76
                

            	
              February
                25, 2037

            
	
              I-21-B

            	
              (2)

            	
              $

            	
              2,277,447.76
                

            	
              February
                25, 2037

            
	
              I-22-A

            	
              (2)

            	
              $

            	
              967,629.98
                

            	
              February
                25, 2037

            
	
              I-22-B

            	
              (2)

            	
              $

            	
              967,629.98
                

            	
              February
                25, 2037

            
	
              I-23-A

            	
              (2)

            	
              $

            	
              818,089.12
                

            	
              February
                25, 2037

            
	
              I-23-B

            	
              (2)

            	
              $

            	
              818,089.12
                

            	
              February
                25, 2037

            
	
              I-24-A

            	
              (2)

            	
              $

            	
              786,666.43
                

            	
              February
                25, 2037

            
	
              I-24-B

            	
              (2)

            	
              $

            	
              786,666.43
                

            	
              February
                25, 2037

            
	
              I-25-A

            	
              (2)

            	
              $

            	
              756,450.69
                

            	
              February
                25, 2037

            
	
              I-25-B

            	
              (2)

            	
              $

            	
              756,450.69
                

            	
              February
                25, 2037

            
	
              I-26-A

            	
              (2)

            	
              $

            	
              727,395.52
                

            	
              February
                25, 2037

            
	
              I-26-B

            	
              (2)

            	
              $

            	
              727,395.52
                

            	
              February
                25, 2037

            
	
              I-27-A

            	
              (2)

            	
              $

            	
              699,456.36
                

            	
              February
                25, 2037

            
	
              I-27-B

            	
              (2)

            	
              $

            	
              699,456.36
                

            	
              February
                25, 2037

            
	
              I-28-A

            	
              (2)

            	
              $

            	
              672,590.34
                

            	
              February
                25, 2037

            
	
              I-28-B

            	
              (2)

            	
              $

            	
              672,590.34
                

            	
              February
                25, 2037

            
	
              I-29-A

            	
              (2)

            	
              $

            	
              646,756.24
                

            	
              February
                25, 2037

            
	
              I-29-B

            	
              (2)

            	
              $

            	
              646,756.24
                

            	
              February
                25, 2037

            
	
              I-30-A

            	
              (2)

            	
              $

            	
              621,914.42
                

            	
              February
                25, 2037

            
	
              I-30-B

            	
              (2)

            	
              $

            	
              621,914.42
                

            	
              February
                25, 2037

            
	
              I-31-A

            	
              (2)

            	
              $

            	
              598,026.78
                

            	
              February
                25, 2037

            
	
              I-31-B

            	
              (2)

            	
              $

            	
              598,026.78
                

            	
              February
                25, 2037

            
	
              I-32-A

            	
              (2)

            	
              $

            	
              575,056.65
                

            	
              February
                25, 2037

            
	
              I-32-B

            	
              (2)

            	
              $

            	
              575,056.65
                

            	
              February
                25, 2037

            
	
              I-33-A

            	
              (2)

            	
              $

            	
              1,545,599.97
                

            	
              February
                25, 2037

            
	
              I-33-B

            	
              (2)

            	
              $

            	
              1,545,599.97
                

            	
              February
                25, 2037

            
	
              I-34-A

            	
              (2)

            	
              $

            	
              705,438.29
                

            	
              February
                25, 2037

            
	
              I-34-B

            	
              (2)

            	
              $

            	
              705,438.29
                

            	
              February
                25, 2037

            
	
              I-35-A

            	
              (2)

            	
              $

            	
              466,506.74
                

            	
              February
                25, 2037

            
	
              I-35-B

            	
              (2)

            	
              $

            	
              466,506.74
                

            	
              February
                25, 2037

            
	
              I-36-A

            	
              (2)

            	
              $

            	
              448,588.28
                

            	
              February
                25, 2037

            
	
              I-36-B

            	
              (2)

            	
              $

            	
              448,588.28
                

            	
              February
                25, 2037

            
	
              I-37-A

            	
              (2)

            	
              $

            	
              431,358.07
                

            	
              February
                25, 2037

            
	
              I-37-B

            	
              (2)

            	
              $

            	
              431,358.07
                

            	
              February
                25, 2037

            
	
              I-38-A

            	
              (2)

            	
              $

            	
              414,789.67
                

            	
              February
                25, 2037

            
	
              I-38-B

            	
              (2)

            	
              $

            	
              414,789.67
                

            	
              February
                25, 2037

            
	
              I-39-A

            	
              (2)

            	
              $

            	
              398,857.65
                

            	
              February
                25, 2037

            
	
              I-39-B

            	
              (2)

            	
              $

            	
              398,857.65
                

            	
              February
                25, 2037

            
	
              I-40-A

            	
              (2)

            	
              $

            	
              383,537.59
                

            	
              February
                25, 2037

            
	
              I-40-B

            	
              (2)

            	
              $

            	
              383,537.59
                

            	
              February
                25, 2037

            
	
              I-41-A

            	
              (2)

            	
              $

            	
              368,805.96
                

            	
              February
                25, 2037

            
	
              I-41-B

            	
              (2)

            	
              $

            	
              368,805.96
                

            	
              February
                25, 2037

            
	
              I-42-A

            	
              (2)

            	
              $

            	
              354,640.18
                

            	
              February
                25, 2037

            
	
              I-42-B

            	
              (2)

            	
              $

            	
              354,640.18
                

            	
              February
                25, 2037

            
	
              I-43-A

            	
              (2)

            	
              $

            	
              341,018.50
                

            	
              February
                25, 2037

            
	
              I-43-B

            	
              (2)

            	
              $

            	
              341,018.50
                

            	
              February
                25, 2037

            
	
              I-44-A

            	
              (2)

            	
              $

            	
              327,920.02
                

            	
              February
                25, 2037

            
	
              I-44-B

            	
              (2)

            	
              $

            	
              327,920.02
                

            	
              February
                25, 2037

            
	
              I-45-A

            	
              (2)

            	
              $

            	
              315,324.66
                

            	
              February
                25, 2037

            
	
              I-45-B

            	
              (2)

            	
              $

            	
              315,324.66
                

            	
              February
                25, 2037

            
	
              I-46-A

            	
              (2)

            	
              $

            	
              303,213.09
                

            	
              February
                25, 2037

            
	
              I-46-B

            	
              (2)

            	
              $

            	
              303,213.09
                

            	
              February
                25, 2037

            
	
              I-47-A

            	
              (2)

            	
              $

            	
              291,566.71
                

            	
              February
                25, 2037

            
	
              I-47-B

            	
              (2)

            	
              $

            	
              291,566.71
                

            	
              February
                25, 2037

            
	
              I-48-A

            	
              (2)

            	
              $

            	
              280,367.68
                

            	
              February
                25, 2037

            
	
              I-48-B

            	
              (2)

            	
              $

            	
              280,367.68
                

            	
              February
                25, 2037

            
	
              I-49-A

            	
              (2)

            	
              $

            	
              269,598.79
                

            	
              February
                25, 2037

            
	
              I-49-B

            	
              (2)

            	
              $

            	
              269,598.79
                

            	
              February
                25, 2037

            
	
              I-50-A

            	
              (2)

            	
              $

            	
              259,243.54
                

            	
              February
                25, 2037

            
	
              I-50-B

            	
              (2)

            	
              $

            	
              259,243.54
                

            	
              February
                25, 2037

            
	
              I-51-A

            	
              (2)

            	
              $

            	
              249,286.03
                

            	
              February
                25, 2037

            
	
              I-51-B

            	
              (2)

            	
              $

            	
              249,286.03
                

            	
              February
                25, 2037

            
	
              I-52-A

            	
              (2)

            	
              $

            	
              239,710.99
                

            	
              February
                25, 2037

            
	
              I-52-B

            	
              (2)

            	
              $

            	
              239,710.99
                

            	
              February
                25, 2037

            
	
              I-53-A

            	
              (2)

            	
              $

            	
              230,503.73
                

            	
              February
                25, 2037

            
	
              I-53-B

            	
              (2)

            	
              $

            	
              230,503.73
                

            	
              February
                25, 2037

            
	
              I-54-A

            	
              (2)

            	
              $

            	
              221,650.11
                

            	
              February
                25, 2037

            
	
              I-54-B

            	
              (2)

            	
              $

            	
              221,650.11
                

            	
              February
                25, 2037

            
	
              I-55-A

            	
              (2)

            	
              $

            	
              213,136.56
                

            	
              February
                25, 2037

            
	
              I-55-B

            	
              (2)

            	
              $

            	
              213,136.56
                

            	
              February
                25, 2037

            
	
              I-56-A

            	
              (2)

            	
              $

            	
              204,950.01
                

            	
              February
                25, 2037

            
	
              I-56-B

            	
              (2)

            	
              $

            	
              204,950.01
                

            	
              February
                25, 2037

            
	
              I-57-A

            	
              (2)

            	
              $

            	
              197,077.91
                

            	
              February
                25, 2037

            
	
              I-57-B

            	
              (2)

            	
              $

            	
              197,077.91
                

            	
              February
                25, 2037

            
	
              I-58-A

            	
              (2)

            	
              $

            	
              4,560,328.41
                

            	
              February
                25, 2037

            
	
              I-58-B

            	
              (2)

            	
              $

            	
              4,560,328.41
                

            	
              February
                25, 2037

            
	
              I-59-A

            	
              (2)

            	
              $

            	
              14,346.60
                

            	
              February
                25, 2037

            
	
              I-59-B

            	
              (2)

            	
              $

            	
              14,346.60
                

            	
              February
                25, 2037

            
	
              I-60-A

            	
              (2)

            	
              $

            	
              359,166.92
                

            	
              February
                25, 2037

            
	
              I-60-B

            	
              (2)

            	
              $

            	
              359,166.92
                

            	
              February
                25, 2037

            
	
              II

            	
              (2)

            	
              $

            	
              3,690,323.56
                

            	
              February
                25, 2037

            
	
              II-1-A

            	
              (2)

            	
              $

            	
              9,198,972.95
                

            	
              February
                25, 2037

            
	
              II-1-B

            	
              (2)

            	
              $

            	
              9,198,972.95
                

            	
              February
                25, 2037

            
	
              II-2-A

            	
              (2)

            	
              $

            	
              9,018,654.46
                

            	
              February
                25, 2037

            
	
              II-2-B

            	
              (2)

            	
              $

            	
              9,018,654.46
                

            	
              February
                25, 2037

            
	
              II-3-A

            	
              (2)

            	
              $

            	
              8,672,249.21
                

            	
              February
                25, 2037

            
	
              II-3-B

            	
              (2)

            	
              $

            	
              8,672,249.21
                

            	
              February
                25, 2037

            
	
              II-4-A

            	
              (2)

            	
              $

            	
              8,674,734.98
                

            	
              February
                25, 2037

            
	
              II-4-B

            	
              (2)

            	
              $

            	
              8,674,734.98
                

            	
              February
                25, 2037

            
	
              II-5-A

            	
              (2)

            	
              $

            	
              8,005,953.97
                

            	
              February
                25, 2037

            
	
              II-5-B

            	
              (2)

            	
              $

            	
              8,005,953.97
                

            	
              February
                25, 2037

            
	
              II-6-A

            	
              (2)

            	
              $

            	
              7,698,446.40
                

            	
              February
                25, 2037

            
	
              II-6-B

            	
              (2)

            	
              $

            	
              7,698,446.40
                

            	
              February
                25, 2037

            
	
              II-7-A

            	
              (2)

            	
              $

            	
              7,402,750.15
                

            	
              February
                25, 2037

            
	
              II-7-B

            	
              (2)

            	
              $

            	
              7,402,750.15
                

            	
              February
                25, 2037

            
	
              II-8-A

            	
              (2)

            	
              $

            	
              7,118,411.55
                

            	
              February
                25, 2037

            
	
              II-8-B

            	
              (2)

            	
              $

            	
              7,118,411.55
                

            	
              February
                25, 2037

            
	
              II-9-A

            	
              (2)

            	
              $

            	
              6,844,994.36
                

            	
              February
                25, 2037

            
	
              II-9-B

            	
              (2)

            	
              $

            	
              6,844,994.36
                

            	
              February
                25, 2037

            
	
              II-10-A

            	
              (2)

            	
              $

            	
              6,582,079.09
                

            	
              February
                25, 2037

            
	
              II-10-B

            	
              (2)

            	
              $

            	
              6,582,079.09
                

            	
              February
                25, 2037

            
	
              II-11-A

            	
              (2)

            	
              $

            	
              6,329,262.35
                

            	
              February
                25, 2037

            
	
              II-11-B

            	
              (2)

            	
              $

            	
              6,329,262.35
                

            	
              February
                25, 2037

            
	
              II-12-A

            	
              (2)

            	
              $

            	
              6,086,156.27
                

            	
              February
                25, 2037

            
	
              II-12-B

            	
              (2)

            	
              $

            	
              6,086,156.27
                

            	
              February
                25, 2037

            
	
              II-13-A

            	
              (2)

            	
              $

            	
              5,852,387.86
                

            	
              February
                25, 2037

            
	
              II-13-B

            	
              (2)

            	
              $

            	
              5,852,387.86
                

            	
              February
                25, 2037

            
	
              II-14-A

            	
              (2)

            	
              $

            	
              5,627,598.46
                

            	
              February
                25, 2037

            
	
              II-14-B

            	
              (2)

            	
              $

            	
              5,627,598.46
                

            	
              February
                25, 2037

            
	
              II-15-A

            	
              (2)

            	
              $

            	
              5,411,443.19
                

            	
              February
                25, 2037

            
	
              II-15-B

            	
              (2)

            	
              $

            	
              5,411,443.19
                

            	
              February
                25, 2037

            
	
              II-16-A

            	
              (2)

            	
              $

            	
              5,203,590.41
                

            	
              February
                25, 2037

            
	
              II-16-B

            	
              (2)

            	
              $

            	
              5,203,590.41
                

            	
              February
                25, 2037

            
	
              II-17-A

            	
              (2)

            	
              $

            	
              5,003,721.23
                

            	
              February
                25, 2037

            
	
              II-17-B

            	
              (2)

            	
              $

            	
              5,003,721.23
                

            	
              February
                25, 2037

            
	
              II-18-A

            	
              (2)

            	
              $

            	
              4,811,529.00
                

            	
              February
                25, 2037

            
	
              II-18-B

            	
              (2)

            	
              $

            	
              4,811,529.00
                

            	
              February
                25, 2037

            
	
              II-19-A

            	
              (2)

            	
              $

            	
              4,626,718.84
                

            	
              February
                25, 2037

            
	
              II-19-B

            	
              (2)

            	
              $

            	
              4,626,718.84
                

            	
              February
                25, 2037

            
	
              II-20-A

            	
              (2)

            	
              $

            	
              4,449,007.22
                

            	
              February
                25, 2037

            
	
              II-20-B

            	
              (2)

            	
              $

            	
              4,449,007.22
                

            	
              February
                25, 2037

            
	
              II-21-A

            	
              (2)

            	
              $

            	
              10,335,065.64
                

            	
              February
                25, 2037

            
	
              II-21-B

            	
              (2)

            	
              $

            	
              10,335,065.64
                

            	
              February
                25, 2037

            
	
              II-22-A

            	
              (2)

            	
              $

            	
              4,391,108.10
                

            	
              February
                25, 2037

            
	
              II-22-B

            	
              (2)

            	
              $

            	
              4,391,108.10
                

            	
              February
                25, 2037

            
	
              II-23-A

            	
              (2)

            	
              $

            	
              3,712,491.20
                

            	
              February
                25, 2037

            
	
              II-23-B

            	
              (2)

            	
              $

            	
              3,712,491.20
                

            	
              February
                25, 2037

            
	
              II-24-A

            	
              (2)

            	
              $

            	
              3,569,894.94
                

            	
              February
                25, 2037

            
	
              II-24-B

            	
              (2)

            	
              $

            	
              3,569,894.94
                

            	
              February
                25, 2037

            
	
              II-25-A

            	
              (2)

            	
              $

            	
              3,432,775.77
                

            	
              February
                25, 2037

            
	
              II-25-B

            	
              (2)

            	
              $

            	
              3,432,775.77
                

            	
              February
                25, 2037

            
	
              II-26-A

            	
              (2)

            	
              $

            	
              3,300,923.33
                

            	
              February
                25, 2037

            
	
              II-26-B

            	
              (2)

            	
              $

            	
              3,300,923.33
                

            	
              February
                25, 2037

            
	
              II-27-A

            	
              (2)

            	
              $

            	
              3,174,135.33
                

            	
              February
                25, 2037

            
	
              II-27-B

            	
              (2)

            	
              $

            	
              3,174,135.33
                

            	
              February
                25, 2037

            
	
              II-28-A

            	
              (2)

            	
              $

            	
              3,052,217.23
                

            	
              February
                25, 2037

            
	
              II-28-B

            	
              (2)

            	
              $

            	
              3,052,217.23
                

            	
              February
                25, 2037

            
	
              II-29-A

            	
              (2)

            	
              $

            	
              2,934,982.00
                

            	
              February
                25, 2037

            
	
              II-29-B

            	
              (2)

            	
              $

            	
              2,934,982.00
                

            	
              February
                25, 2037

            
	
              II-30-A

            	
              (2)

            	
              $

            	
              2,822,249.75
                

            	
              February
                25, 2037

            
	
              II-30-B

            	
              (2)

            	
              $

            	
              2,822,249.75
                

            	
              February
                25, 2037

            
	
              II-31-A

            	
              (2)

            	
              $

            	
              2,713,847.53
                

            	
              February
                25, 2037

            
	
              II-31-B

            	
              (2)

            	
              $

            	
              2,713,847.53
                

            	
              February
                25, 2037

            
	
              II-32-A

            	
              (2)

            	
              $

            	
              2,609,609.03
                

            	
              February
                25, 2037

            
	
              II-32-B

            	
              (2)

            	
              $

            	
              2,609,609.03
                

            	
              February
                25, 2037

            
	
              II-33-A

            	
              (2)

            	
              $

            	
              7,013,937.86
                

            	
              February
                25, 2037

            
	
              II-33-B

            	
              (2)

            	
              $

            	
              7,013,937.86
                

            	
              February
                25, 2037

            
	
              II-34-A

            	
              (2)

            	
              $

            	
              3,201,281.36
                

            	
              February
                25, 2037

            
	
              II-34-B

            	
              (2)

            	
              $

            	
              3,201,281.36
                

            	
              February
                25, 2037

            
	
              II-35-A

            	
              (2)

            	
              $

            	
              2,117,009.17
                

            	
              February
                25, 2037

            
	
              II-35-B

            	
              (2)

            	
              $

            	
              2,117,009.17
                

            	
              February
                25, 2037

            
	
              II-36-A

            	
              (2)

            	
              $

            	
              2,035,695.14
                

            	
              February
                25, 2037

            
	
              II-36-B

            	
              (2)

            	
              $

            	
              2,035,695.14
                

            	
              February
                25, 2037

            
	
              II-37-A

            	
              (2)

            	
              $

            	
              1,957,504.38
                

            	
              February
                25, 2037

            
	
              II-37-B

            	
              (2)

            	
              $

            	
              1,957,504.38
                

            	
              February
                25, 2037

            
	
              II-38-A

            	
              (2)

            	
              $

            	
              1,882,316.91
                

            	
              February
                25, 2037

            
	
              II-38-B

            	
              (2)

            	
              $

            	
              1,882,316.91
                

            	
              February
                25, 2037

            
	
              II-39-A

            	
              (2)

            	
              $

            	
              1,810,017.38
                

            	
              February
                25, 2037

            
	
              II-39-B

            	
              (2)

            	
              $

            	
              1,810,017.38
                

            	
              February
                25, 2037

            
	
              II-40-A

            	
              (2)

            	
              $

            	
              1,740,494.86
                

            	
              February
                25, 2037

            
	
              II-40-B

            	
              (2)

            	
              $

            	
              1,740,494.86
                

            	
              February
                25, 2037

            
	
              II-41-A

            	
              (2)

            	
              $

            	
              1,673,642.70
                

            	
              February
                25, 2037

            
	
              II-41-B

            	
              (2)

            	
              $

            	
              1,673,642.70
                

            	
              February
                25, 2037

            
	
              II-42-A

            	
              (2)

            	
              $

            	
              1,609,358.32
                

            	
              February
                25, 2037

            
	
              II-42-B

            	
              (2)

            	
              $

            	
              1,609,358.32
                

            	
              February
                25, 2037

            
	
              II-43-A

            	
              (2)

            	
              $

            	
              1,547,543.09
                

            	
              February
                25, 2037

            
	
              II-43-B

            	
              (2)

            	
              $

            	
              1,547,543.09
                

            	
              February
                25, 2037

            
	
              II-44-A

            	
              (2)

            	
              $

            	
              1,488,102.18
                

            	
              February
                25, 2037

            
	
              II-44-B

            	
              (2)

            	
              $

            	
              1,488,102.18
                

            	
              February
                25, 2037

            
	
              II-45-A

            	
              (2)

            	
              $

            	
              1,430,944.38
                

            	
              February
                25, 2037

            
	
              I-45-B

            	
              (2)

            	
              $

            	
              1,430,944.38
                

            	
              February
                25, 2037

            
	
              II-46-A

            	
              (2)

            	
              $

            	
              1,375,982.00
                

            	
              February
                25, 2037

            
	
              II-46-B

            	
              (2)

            	
              $

            	
              1,375,982.00
                

            	
              February
                25, 2037

            
	
              II-47-A

            	
              (2)

            	
              $

            	
              1,323,130.73
                

            	
              February
                25, 2037

            
	
              II-47-B

            	
              (2)

            	
              $

            	
              1,323,130.73
                

            	
              February
                25, 2037

            
	
              II-48-A

            	
              (2)

            	
              $

            	
              1,272,309.46
                

            	
              February
                25, 2037

            
	
              II-48-B

            	
              (2)

            	
              $

            	
              1,272,309.46
                

            	
              February
                25, 2037

            
	
              II-49-A

            	
              (2)

            	
              $

            	
              1,223,440.24
                

            	
              February
                25, 2037

            
	
              II-49-B

            	
              (2)

            	
              $

            	
              1,223,440.24
                

            	
              February
                25, 2037

            
	
              II-50-A

            	
              (2)

            	
              $

            	
              1,176,448.07
                

            	
              February
                25, 2037

            
	
              II-50-B

            	
              (2)

            	
              $

            	
              1,176,448.07
                

            	
              February
                25, 2037

            
	
              II-51-A

            	
              (2)

            	
              $

            	
              1,131,260.86
                

            	
              February
                25, 2037

            
	
              II-51-B

            	
              (2)

            	
              $

            	
              1,131,260.86
                

            	
              February
                25, 2037

            
	
              II-52-A

            	
              (2)

            	
              $

            	
              1,087,809.29
                

            	
              February
                25, 2037

            
	
              II-52-B

            	
              (2)

            	
              $

            	
              1,087,809.29
                

            	
              February
                25, 2037

            
	
              II-53-A

            	
              (2)

            	
              $

            	
              1,046,026.68
                

            	
              February
                25, 2037

            
	
              II-53-B

            	
              (2)

            	
              $

            	
              1,046,026.68
                

            	
              February
                25, 2037

            
	
              II-54-A

            	
              (2)

            	
              $

            	
              1,005,848.95
                

            	
              February
                25, 2037

            
	
              II-54-B

            	
              (2)

            	
              $

            	
              1,005,848.95
                

            	
              February
                25, 2037

            
	
              II-55-A

            	
              (2)

            	
              $

            	
              967,214.43
                

            	
              February
                25, 2037

            
	
              II-55-B

            	
              (2)

            	
              $

            	
              967,214.43
                

            	
              February
                25, 2037

            
	
              II-56-A

            	
              (2)

            	
              $

            	
              930,063.86
                

            	
              February
                25, 2037

            
	
              II-56-B

            	
              (2)

            	
              $

            	
              930,063.86
                

            	
              February
                25, 2037

            
	
              II-57-A

            	
              (2)

            	
              $

            	
              894,340.24
                

            	
              February
                25, 2037

            
	
              II-57-B

            	
              (2)

            	
              $

            	
              894,340.24
                

            	
              February
                25, 2037

            
	
              II-58-A

            	
              (2)

            	
              $

            	
              20,694,785.74
                

            	
              February
                25, 2037

            
	
              II-58-B

            	
              (2)

            	
              $

            	
              20,694,785.74
                

            	
              February
                25, 2037

            
	
              II-59-A

            	
              (2)

            	
              $

            	
              65,104.93
                

            	
              February
                25, 2037

            
	
              II-59-B

            	
              (2)

            	
              $

            	
              65,104.93
                

            	
              February
                25, 2037

            
	
              II-60-A

            	
              (2)

            	
              $

            	
              1,629,900.70
                

            	
              February
                25, 2037

            
	
              II-60-B

            	
              (2)

            	
              $

            	
              1,629,900.70
                

            	
              February
                25, 2037

            
	
              II-P

            	
              (3)

            	
              $

            	
              100.00
                

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Group II Mortgage Loan with the latest maturity date has been designated
                as the “latest possible maturity date” for each REMIC IIA Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC IIA
                Pass-Through Rate” herein.

            
	
              (3)

            	
              The
                REMIC IIA Regular Interest LTII-P will not be entitled to distributions
                of
                interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IIB

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC IIA Regular Interests as
      a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC IIB.” The Class R-2B Interest will represent the sole
      Class of “residual interests” in REMIC IIB for purposes of the REMIC Provisions.
      The following table irrevocably sets forth the designation, the Uncertificated
      REMIC IIB Pass-Through Rate, the Initial Uncertificated Principal Balance,
      and
      for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the “latest possible maturity date” for each of the REMIC IIB Regular Interests.
      None of the REMIC IIB Regular Interests will be certificated.

     

    
      	
              Designation

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Uncertificated

              REMIC
                IIB

              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              LTII-AA

            	
              $ 294,018,878.62

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IA

            	
              $   
                     502,740.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA1A

            	
              $   
                 1,350,000.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA1B

            	
              $      
                 150,000.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA2

            	
              $        464,200.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA3

            	
              $        144,085.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA4A

            	
              $        155,835.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIA4B

            	
              $     
                    17,315.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM1

            	
              $          40,500.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM2

            	
              $          39,000.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM3

            	
              $          25,500.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM4

            	
              $          19,500.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM5

            	
              $          18,000.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM6

            	
              $          16,500.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM7

            	
              $          15,000.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIM8

            	
              $          19,500.00

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-ZZ

            	
              $   
                 3,022,710.28

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-1SUB

            	
              $             
                  780.12

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-1GRP

            	
              $          10,834.93

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-2SUB

            	
              $       
                     3,540.23

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-2GRP

            	
              $       
                   49,168.93

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-XX

            	
              $ 299,954,939.70

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-II-IO

            	
              (4)

            	
              (2)

            	
              February
                25, 2037

            
	
              LTII-IIP

            	
              $              
                 100.00

            	
              (3)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Group II Mortgage Loan with the latest maturity date has been designated
                as the “latest possible maturity date” for each REMIC IIB Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC IIB
                Pass-Through Rate” herein.

            
	
              (3)

            	
              REMIC
                IIB Regular Interest LTII-IIP will not be entitled to distributions
                of
                interest.

            
	
              (4)

            	
              REMIC
                IIB Regular Interest LTII-II-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount,
                as defined herein.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IIC

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC IIB Regular Interests as
      a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC IIC”. The Class R-2C Interest will represent the sole
      Class of “residual interests” in REMIC IIC for purposes of the REMIC Provisions.
      The following table irrevocably sets forth the Class designation, Pass-Through
      Rate and Initial Certificate Principal Balance for each Class of Certificates
      that represents one or more of the “regular interests” in REMIC IIC created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                II-1-A

            	
              $ 100,548,000.00

            	
              Class
                II-1-A Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-1A

            	
              $ 270,000,000.00

            	
              Class
                II-2-A-1A Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-1B

            	
              $ 
                 30,000,000.00

            	
              Class
                II-2-A-1B Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-2

            	
              $ 
                 92,840,000.00

            	
              Class
                II-2-A-2 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-3

            	
              $ 
                 28,817,000.00

            	
              Class
                II-2-A-3 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-4A

            	
              $ 
                 31,167,000.00

            	
              Class
                II-2-A-4A Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-2-A-4B

            	
              $   
                 3,463,000.00

            	
              Class
                II-2-A-4b Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-1

            	
              $   
                 8,100,000.00

            	
              Class
                II-M-1 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-2

            	
              $   
                 7,800,000.00

            	
              Class
                II-M-2 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-3

            	
              $   
                 5,100,000.00

            	
              Class
                II-M-3 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-4

            	
              $   
                 3,900,000.00

            	
              Class
                II-M-4 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-5

            	
              $   
                 3,600,000.00

            	
              Class
                II-M-5 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-6

            	
              $   
                 3,300,000.00

            	
              Class
                II-M-6 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-7

            	
              $   
                 3,000,000.00

            	
              Class
                II-M-7 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-M-8

            	
              $   
                 3,900,000.00

            	
              Class
                II-M-8 Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-X(2)

            	
              $   
                 4,503,527.80

            	
              Class
                II-X Pass Through Rate

            	
              February
                25, 2037

            
	
              Class
                II-P

            	
              $              
                 100.00

            	
              N/A(3)

            	
              February
                25, 2037

            
	
              Class
                II-IO Interest

            	
              (4)

            	
              (5)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in Feburary
                2037 with
                the latest maturity date has been designated as the “latest possible
                maturity date” for each Class of Certificates.

            
	
              (2)

            	
              The
                Class II-X Certificates will not accrue interest on their Certificate
                Principal Balance, but will accrue interest at the Class II-X Pass-Through
                Rate on the Certificate Notional Balance of the Class II-X Certificates
                outstanding from time to time which shall equal the aggregate of
                the
                Uncertificated Principal Balances of the REMIC IIB Regular Interests
                (other than REMIC IIB Regular Interest LTII-P). 

            
	
              (3)

            	
              The
                Class II-P Certificates will not be entitled to distributions of
                interest.

            
	
              (4)

            	
              For
                federal income tax purposes, the Class II-IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC IIB Regular Interest LTII-II-IO.
                

            
	
              (5)

            	
              For
                federal income tax purposes, the Class II-IO Interest will not have
                an
                Uncertificated Principal Balance, but will have a notional amount
                equal to
                the Uncertificated Notional Amount of REMIC IIB Regular
                Interest
                LTII-II-IO.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IID

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class II-X Interest as a REMIC
      for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IID”. The Class R-2D Interest will represent the sole class
      of “residual interests” in REMIC IID for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IID created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              Class
                II-X

            	
              $ 4,503,527.80

            	
              (2)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in Feburary 2037 has been designated as the
“latest
                possible maturity date” for the Class II-X
                Certificates.

            
	
              (2)

            	
              The
                Class II-X Certificates will be entitled to 100% of amounts distributed
                on
                the Class II-X Interest. 

            


    

    


    


    REMIC
      IIE

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class II-P Interest as a REMIC
      for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IIE”. The Class R-2E Interest will represent the sole class
      of “residual interests” in REMIC IIE for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IIE created
      hereunder:

     

    


    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Class
                II-P

            	
              $ 100

            	
              (2)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in Feburary 2037 has been designated as the
“latest
                possible maturity date” for the Class II-P
                Certificates.

            
	
              (2)

            	
              The
                Class II-P Certificates will be entitled to 100% of amounts distributed
                on
                the Class II-P Interest. 

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IIF

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class II-IO Interest as a REMIC
      for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IIF”. The Class R-2F interest will represent the sole class
      of “residual interests” in REMIC IIF for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC IIF created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Notional
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              February
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in Feburary 2037 has been designated as the
“latest
                possible maturity date” for REMIC IF Regular Interest
                Swap-IO.

            
	
              (2)

            	
              REMIC
                IIF Regular Interest Swap-IO will have not a Certificate Notional
                Balance
                but will be entitled to 100% of amounts distributed on the Class
                IO
                Interest.

            
	
              (3)

            	
              REMIC
                IIF Regular Interest Swap-IO will be entitled to 100% of amounts
                distributed on the Class II- IO Interest.


            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


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

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

    In
      addition to those terms defined in Section 1.02, whenever used in this
      Agreement, the following words and phrases, unless the context otherwise
      requires, shall have the following meanings:

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      master servicing practices of prudent mortgage servicing institutions that
      master service mortgage loans of the same type and quality as such Mortgage
      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), or (y) as provided in Section 3.01 hereof, but in no event
      below the standard set forth in clause (x).

     

    Accepted
      Servicing Practices:
      As
      defined in Section 3.01.

     

    Account:
      Either
      the Distribution Account or the Custodial Accounts.

     

    Accrual
      Period:
      With
      respect to the Group I Senior Certificates (other than the Class I-A-4
      Certificates), the Group I Mezzanine Certificates (other than the Class I-M-3
      Certificates), the Class I-X Certificates, the Class II-X Certificates and
      the
      Residual Certificates, the calendar month immediately preceding such
      Distribution Date. With respect to the Class I-A-4 Certificates, the Class
      I-M-3
      Certificates, the Group II Senior Certificates and Group II Mezzanine
      Certificates and any Distribution Date, the period commencing on the immediately
      preceding Distribution Date (or with respect to the first Accrual Period, the
      Closing Date) and ending on the day immediately preceding the related
      Distribution Date. All calculations of interest on the Group I Senior
      Certificates (other than the Class I-A-4 Certificates), the Group I Subordinate
      Certificates (other than the Class I-M-3 Certificates), the Class I-X
      Certificates and Class II-X Certificates will be based on a 360-day year
      consisting of twelve 30-day months. All calculations of interest on the Class
      I-A-4 Certificates, Class I-M-3 Certificates, Group II Senior Certificates
      and
      Group II Mezzanine Certificates will be made based on a 360-day year and the
      actual number of days elapsed in the related Accrual Period.

     

    Additional
      Disclosure Notification:
      Has the
      meaning set forth in Section 5.16 of this Agreement.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 5.16(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 5.16(d) of this Agreement.

     

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

     

    Advance:
      An
      advance of delinquent payments of principal or interest in respect of a Mortgage
      Loan required to be made by the Servicer or by the Master Servicer pursuant
      to
      Section 5.01 or pursuant to the related Servicing Agreement.

     

    Advance
      Facility:
      As
      defined in Section 5.01(b)(i).

     

    Advance
      Facility Notice:
      As
      defined in Section 5.01(b)(ii).

     

    Advance
      Financing Person:
      As
      defined in Section 5.01(b)(i).

     

    Advance
      Reimbursement Amount:
      As
      defined in Section 5.01(b)(ii).

     

    Aggregate
      Loan Balance:
      With
      respect to the Group II Mortgage Loans and any Distribution Date, the aggregate
      of the Stated Principal Balances of the Group II Mortgage Loans as of the last
      day of the related Due Period.

     

    Aggregate
      Loan Group Balance:
      With
      respect to any Distribution Date and either the Group II-1 Mortgage Loans or
      the
      Group II-2 Mortgage Loans, will be equal to the aggregate of the Stated
      Principal Balances of the Group II Mortgage Loans in the related loan group
      as
      of the last day of the related Due Period.

     

    Agreement:
      This
      Pooling and Servicing Agreement and any and all amendments or supplements hereto
      made in accordance with the terms herein.

     

    Amount
      Held for Future Distribution:
      As to
      any Distribution Date and each Loan Group, the aggregate amount held in the
      related Custodial Account at the close of business on the immediately preceding
      Determination Date on account of (i) all Scheduled Payments or portions thereof
      received in respect of the Mortgage Loans in the related Loan Group due after
      the related Due Period and (ii) Principal Prepayments and Liquidation Proceeds
      received in respect of the Mortgage Loans in the related Loan Group after the
      last day of the related Prepayment Period.

     

    Applied
      Loss Amount:
      With
      respect to the Group II Senior Certificates and Group II Mezzanine Certificates
      and any Distribution Date, the excess of the aggregate Certificate Principal
      Balance of the Group II Senior Certificates and Group II Mezzanine Certificates
      over the Aggregate Loan Balance of the Group II Mortgage Loans after giving
      effect to all Realized Losses incurred with respect to the Group II Mortgage
      Loans during the related Due Period and payments of principal to the Group
      II
      Senior Certificates and Group II Mezzanine Certificates on such Distribution
      Date.

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan originated in connection with a refinancing, the
      appraised value of the Mortgaged Property based upon the appraisal made at
      the
      time of such refinancing or, with respect to any other Mortgage Loan, the lesser
      of (x) the appraised value of the Mortgaged Property based upon the appraisal
      made by a fee appraiser at the time of the origination of the Mortgage Loan,
      and
      (y) the sales price of the Mortgaged Property at the time of such
      origination.

     

    Assignment
      Agreement:
      Shall
      mean the Assignment, Assumption and Recognition Agreement, dated as of January
      1, 2007, among the Sponsor, the Depositor and Wells Fargo Bank, pursuant to
      which the Servicing Agreement was assigned to the Depositor, a copy of which
      is
      attached hereto as Exhibit Q.

     

    Assumed
      Final Distribution Date:
      The
      Distribution Date in February 2037.

     

    Authorized
      Servicer Representative:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      servicing of the related Mortgage Loans whose name and facsimile signature
      appear on a list of servicing officers furnished to the Trustee and the Master
      Servicer by the Servicer on the Closing Date, as such list may from time to
      time
      be amended.

     

    Available
      Distribution Amount:
      With
      respect to Loan Group I, the sum of the Interest Remittance Amount with respect
      to Loan Group I and Principal Funds with respect to Loan Group I, exclusive
      of
      amounts pursuant to Section 5.11(a). With respect to Loan Group II, the sum
      of the Interest Remittance Amount with respect to Loan Group II and Principal
      Remittance Amount with respect to Loan Group II, exclusive of amounts pursuant
      to Section 5.11(b).

     

    Balloon
      Mortgage Loan:
      A
      Mortgage Loan that provides for the payment of the unamortized principal balance
      of such Mortgage Loan in a single payment, that is substantially greater than
      the preceding monthly payment at the maturity of such Mortgage
      Loan.

     

    Balloon
      Payment:
      A
      payment of the unamortized principal balance of a Mortgage Loan in a single
      payment, that is substantially greater than the preceding Monthly Payment at
      the
      maturity of such Mortgage Loan.

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Bankruptcy
      Losses:
      means
      any Debt Service Reduction or Deficient Valuation.

     

    Basis
      Risk Shortfall Reserve Fund:
      The
      segregated non-interest bearing trust account created and maintained by the
      Securities Administrator pursuant to Section 5.13 hereof.

     

    Basis
      Risk Shortfall:
      With
      respect to any Class of Group II Senior Certificates or Group II Mezzanine
      Certificates and any Distribution Date, the sum of (i) the excess, if any,
      of
      the related Current Interest (calculated without regard to the Net Funds Cap)
      over the related Current Interest (as it may have been limited by the applicable
      Net Funds Cap) for the applicable Distribution Date; (ii) any amount described
      in clause (i) remaining unpaid from prior Distribution Dates; and (iii) interest
      on the amount in clause (ii) for the related Accrual Period calculated on the
      basis of the least of (x) One Month LIBOR plus the applicable Certificate
      Margin, (y) the related Maximum Interest Rate and (z) the Cap Rate.

     

    Book-Entry
      Certificates:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in
      Section 6.06). As of the Closing Date, each Class of Publicly Offered
      Certificates constitutes a Class of Book-Entry Certificates.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in The City of New York, New York, the Commonwealth of
      Pennsylvania, the State of Maryland, the city in which any Corporate Trust
      Office of the Securities Administrator or the Trustee is located or the States
      in which a Servicer’s servicing operations are located are authorized or
      obligated by law or executive order to be closed.

     

    Cap
      Contracts:
      Each of
      the two interest rate Cap Contracts, dated as of January 31, 2007, between
      the
      Trustee and Cap Provider, including any schedule, confirmations, credit support
      annex or other credit support document relating thereto, and attached hereto
      as
      Exhibit O.

     

    Cap
      Credit Support Annexes:
      Each of
      the two credit support annexes, dated as of January 31, 2007, between the
      Trustee and the Cap Provider, each of which is annexed to and forms part of
      the
      related Cap Contract.

     

    Cap
      Provider:
      The cap
      provider under the Cap Contracts. Initially, the Cap Provider shall be HSBC
      Bank
      USA, National Association.

     

    Cap
      Rate:
      With
      respect to the Group II Senior Certificates and Group II Mezzanine Certificates,
      11.00% per annum.

     

    Carryforward
      Interest:
      With
      respect to any Class of Group II Senior Certificates or Group II Mezzanine
      Certificates and any Distribution Date, the sum of (i) the amount, if any,
      by
      which (x) the sum of (A) Current Interest for that Class of Certificates for
      the
      immediately preceding Distribution Date and (B) any unpaid Carryforward Interest
      for such Class from previous Distribution Dates exceeds (y) the actual amount
      distributed on such Class in respect of interest on the immediately preceding
      Distribution Date and (ii) interest on such amount for the related Accrual
      Period at the applicable Pass-Through Rate.

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-7.

     

    Certificate
      Margin:
      With
      respect to each Distribution Date on or prior to the first possible Optional
      Termination Date, the Certificate Margins for the Class II-1-A, Class II-2-A-1A,
      Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3, Class II-2-A-4A, Class
      II-2-A-4B, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
      Class II-M-6, Class II-M-7 and Class II-M-8 Certificates are 0.16%, 0.16%,
      0.21%, 0.08%, 0.16%, 0.23%, 0.29%, 0.30%, 0.31%, 0.35%, 0.43%, 0.45%, 0.50%,
      0.95%, and 2.00% per annum, respectively. With respect to each Distribution
      Date
      following the first possible Optional Termination Date with respect to the
      Group
      II Mortgage Loans, the Certificate Margin for each Class of Group II Senior
      Certificates will be equal to twice the initial Certificate Margin for such
      Class, and the Certificate Margin for each Class of Group II Mezzanine
      Certificates will be equal to the lesser of (i) twice the initial Certificate
      Margin for such Class and (ii) the initial Certificate Margin for such Class
      plus 0.50%.

     

    Certificate
      Notional Balance:
      With
      respect to the Class I-X Interest and any Distribution Date, the Uncertificated
      Principal Balance of the REMIC IB Regular Interests (other than
      REMIC IB Regular Interest LTI-P and REMIC IB Regular Interest LTI-IO)
      for such Distribution Date. The Class I-X Certificates will have a Certificate
      Notional Balance equal to the Certificate Notional Balance of the Class I-X
      Interest. As of the Closing Date, the Certificate Notional Balance of the Class
      I-X Interest is equal to $423,073,669.72. With respect to the Class II-X
      Interest and any Distribution Date, the Uncertificated Principal Balance of
      the
      REMIC IIB Regular Interests (other than REMIC IIB Regular Interest LTII-P and
      REMIC IIB Regular Interest LTII-IO) for such Distribution Date. The Class II-X
      Certificates will have a Certificate Notional Balance equal to the Certificate
      Notional Balance of the Class II-X Interest. As of the Closing Date, the
      Certificate Notional Balance of the Class II-X Interest is equal to
      $600,038,527.80.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person that is the beneficial owner
      of
      such Book-Entry Certificate.

     

    Certificate
      Principal Balance:
      As to
      any Class of Group I Certificates (other than any Class I-X, Class I-R, Class
      I-R-X) and as of any Distribution Date, the Initial Certificate Principal
      Balance of such Certificate plus any Subsequent Recoveries added to the
      Certificate Principal Balance of such Certificate pursuant to
      Section 5.06(e) less the sum of (i) all amounts distributed with respect to
      such Certificate in reduction of the Certificate Principal Balance thereof
      on
      previous Distribution Dates pursuant to Section 5.04, and (ii) with respect
      to the Group I Mezzanine Certificates, any reductions in the Certificate
      Principal Balance of such Certificate deemed to have occurred in connection
      with
      the allocations of Realized Losses incurred on the Group I Mortgage Loans,
      if
      any. The initial aggregate Certificate Principal Balance of the Class I-P
      Certificates is equal to $100. With respect to the Class I-X Certificates and
      any date of determination, the excess, if any, of (i) the then aggregate Stated
      Principal Balance of the Group I Mortgage Loans over (ii) the then aggregate
      Certificate Principal Balance of the Group I Senior Certificates and Group
      I
      Mezzanine Certificates.

     

    As
      to any
      Group II Senior Certificate or Group II Mezzanine Certificate and as of any
      Distribution Date, the Initial Certificate Principal Balance of such Certificate
      less (i) the sum of (a) all amounts distributed with respect to such Certificate
      in reduction of the Certificate Principal Balance thereof on previous
      Distribution Dates pursuant to Section 5.05 and (b) with respect to any
Class
      of
      Group II Senior
      Certificates or any Class of Group II Mezzanine Certificates, any reductions
      in
      the Certificate Principal Balance of such Certificate deemed to have occurred
      in
      connection with the allocations of Realized Losses on the Group II Mortgage
      Loans, if any, plus (ii) any Subsequent Recoveries added to the Certificate
      Principal Balance of any such Certificate pursuant to Section 5.07(c), in
      each case up to the amount of Applied Loss Amounts but only to the extent that
      any such Applied Loss Amount has not been paid to any Class of Group II
      Certificates as a Deferred Amount. The initial Certificate Principal Balance
      of
      the Class II-P Certificates is equal to $100. With respect to the Class II-X
      Certificates and any date of determination, the excess, if any, of (i) the
      then
      Aggregate Loan Balance over (ii) the then aggregate Certificate Principal
      Balance of the Group II Senior Certificates and Group II Mezzanine
      Certificates.

     

    References
      herein to the Certificate Principal Balance of a Class of Certificates shall
      mean the Certificate Principal Balances of all Certificates in such Class.
      

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register
      (initially, Cede & Co., as nominee for the Depository, in the case of any
      Book-Entry Certificates).

     

    Certification
      Parties:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Certifying
      Person:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Class:
      All
      Certificates bearing the same Class designation as set forth in
      Section 6.01.

     

    Class
      I-A-1 Certificate:
      Any
      Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
      the form of Exhibit
      A-1
      hereto,
      representing the right to the Percentage Interest of distributions provided
      for
      the Class I-A-1 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-A-1 Pass-Through Rate:
      With
      respect to any Distribution Date, the lesser of (i)(A) on or prior to the first
      possible Optional Termination Date with respect to the Group I Mortgage Loans,
      6.058% per annum or (B) after the first possible Optional Termination Date
      with
      respect to the Group I Mortgage Loans, 6.558% per annum and (ii) the related
      Net
      WAC Pass-Through Rate.

     

    Class
      I-A-2 Certificate:
      Any
      Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
      the form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-A-2 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-A-2 Pass-Through Rate:
      With
      respect to any Distribution Date, the lesser of (i)(A) on or prior to the first
      possible Optional Termination Date with respect to the Group I Mortgage Loans,
      5.870% per annum or (B) after the first possible Optional Termination Date
      with
      respect to the Group I Mortgage Loans, 6.370% per annum and (ii) the related
      Net
      WAC Pass-Through Rate;

     

    Class
      I-A-3 Certificate:
      Any
      Certificate designated as a “Class I-A-3 Certificate” on the face thereof, in
      the form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-A-3 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-A-3 Pass-Through Rate:
      With
      respect to any Distribution Date, the
      lesser of (i)(A) on or prior to the first possible Optional Termination Date
      with respect to the Group I Mortgage Loans, 5.992% per annum or (B) after the
      first possible Optional Termination Date with respect to the Group I Mortgage
      Loans, 6.492% per annum and (ii) the related Net WAC Pass-Through
      Rate.

     

    Class
      I-A-4 Cap Contract:
      Shall
      mean the cap contract between the Trustee and the Cap Provider, for the benefit
      of the Holders of the Class I-A-4 Certificates.

     

    Class
      I-A-4 Certificate:
      Any
      Certificate designated as a “Class I-A-4 Certificate” on the face thereof, in
      the form of Exhibit
      A-1
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-A-4 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-A-4 Pass-Through Rate:
      With
      respect to any Distribution Date will equal the sum of One-Month LIBOR plus
      (A)
      on or prior to the first possible Optional Termination Date with respect to
      the
      Group I Mortgage Loans, plus 0.040% per annum, (B) after the first possible
      Optional Termination Date with respect to the Group I Mortgage Loans, plus
      0.80%, in each case subject to a cap equal to the related Net WAC Pass-Through
      Rate for such Distribution Date.

     

    Class
      I-M-1 Certificate:
      Any
      Certificate designated as a “Class I-M-1 Certificate” on the face thereof, in
      the form of Exhibit
      A-3
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-M-1 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-M-1 Pass-Through Rate:
      With
      respect to any Distribution Date, the lesser of (i)(A) on or prior to the first
      possible Optional Termination Date with respect to the Group I Mortgage Loans,
      6.435% per annum or (B) after the first possible Optional Termination Date
      with
      respect to the Group I Mortgage Loans, 6.935% per annum and (ii) the related
      Net
      WAC Pass-Through Rate.

     

    Class
      I-M-1 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution of the Senior Principal Distribution Amount or
      (ii)
      on or after the Group I Stepdown Date if a Group I Trigger Event is not in
      effect for that Distribution Date, the amount, if any, by which (x) the sum
      of
      (i) the aggregate Certificate Principal Balance of the Group I Senior
      Certificates, after giving effect to payments on such Distribution Date and
      (ii)
      the Certificate Principal Balance of the Class I-M-1 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      approximately 90.30% and (ii) the aggregate Stated Principal Balance of the
      Group I Mortgage Loans for such Distribution Date and (B) the amount, if any,
      by
      which (i) the aggregate Stated Principal Balance of the Group I Mortgage Loans
      for such Distribution Date exceeds (ii) 0.35% of the aggregate Stated Principal
      Balance of the Group I Mortgage Loans as of the Cut-off Date.

     

    Class
      I-M-2 Certificate:
      Any
      Certificate designated as a “Class I-M-2 Certificate” on the face thereof, in
      the form of Exhibit
      A-3
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-M-2 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-M-2 Pass-Through Rate:
      With
      respect to any Distribution Date, the lesser of (i)(A) on or prior to the first
      possible Optional Termination Date with respect to the Group I Mortgage Loans,
      6.350% per annum or (B) after the first possible Optional Termination Date
      with
      respect to the Group I Mortgage Loans, 6.850% per annum and (ii) the related
      Net
      WAC Pass-Through Rate.

     

    Class
      I-M-2 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution of the Senior Principal Distribution Amount and
      the
      Class I-M-1 Principal Distribution Amount or (ii) on or after the Group I
      Stepdown Date if a Group I Trigger Event is not in effect for that Distribution
      Date, the amount, if any, by which (x) the sum of (i) the aggregate Certificate
      Principal Balance of the Group I Senior Certificates and Class I-M-1
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class I-M-2 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) approximately 94.70% and (ii) the aggregate Stated Principal
      Balance of the Group I Mortgage Loans for such Distribution Date and (B) the
      amount, if any, by which (i) the aggregate principal balance of the Group I
      Mortgage Loans for such Distribution Date exceeds (ii) 0.35% of the aggregate
      Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off
      Date.

     

    Class
      I-M-3 Cap Contract:
      Shall
      mean the cap contract between the Trustee and the Cap Provider, for the benefit
      of the Holders of the Class I-M-3 Certificates.

     

    Class
      I-M-3 Certificate:
      Any
      Certificate designated as a “Class I-M-3 Certificate” on the face thereof, in
      the form of Exhibit
      A-3
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-M-3 Certificates as set forth herein and evidencing (i) a REMIC
      Regular Interest in REMIC IC, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amounts and (iii) the obligation to pay any Class I-IO Distribution
      Amount.

     

    Class
      I-M-3 Pass-Through Rate:
      With
      respect to any Distribution Date will equal the sum of One-Month LIBOR plus
      (A)
      on or prior to the first possible Optional Termination Date with respect to
      the
      Group I Mortgage Loans, plus 1.750% per annum, (B) after the first possible
      Optional Termination Date with respect to the Group I Mortgage Loans, plus
      2.625%, in each case subject to a cap equal to the related Net WAC Pass-Through
      Rate for such Distribution Date.

     

    Class
      I-M-3 Principal Distribution Amount:
      With
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect for
      that
      Distribution Date, the Principal Distribution Amount for that Distribution
      Date
      remaining after distribution of the Senior Principal Distribution Amount, the
      Class I-M-1 Principal Distribution Amount and the Class I-M-2 Principal
      Distribution Amount or (ii) on or after the Group I Stepdown Date if a Group
      I
      Trigger Event is not in effect for that Distribution Date, the
      amount, if any, by which (x) the sum of (i) the aggregate Certificate Principal
      Balances of the Group
      I
Senior
      Certificates, Class I-M-1 Certificates and Class I-M-2 Certificates, in each
      case, after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class I-M-3 Certificates immediately prior
      to such Distribution Date exceeds (y) the lesser of (A) the product of (i)
      approximately 97.30% and (ii) the aggregate Stated Principal Balance of the
      Group I Mortgage Loans for such Distribution Date and (B) the amount, if any,
      by
      which (i) the aggregate Stated Principal Balance of the Group I Mortgage Loans
      for such Distribution Date exceeds (ii) 0.35% of the aggregate Stated Principal
      Balance of the Group I Mortgage Loans as of the Cut-off Date.

     

    Class
      I-P Certificate:
      Any
      Certificate designated as a “Class I-P Certificate” on the face thereof, in the
      form of Exhibit A-5 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class I-P Certificates as set forth herein and
      evidencing a Regular Interest in REMIC IE.

     

    Class
      I-P Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class I-P Certificates, evidencing a Regular Interest in REMIC
      IC
      for purposes of the REMIC Provisions.

     

    Class
      I-P Certificate Account:
      The
      Eligible Account established and maintained by the Securities Administrator
      pursuant to Section 5.11(a).

     

    Class
      I-R Certificate:
      Any
      Certificate designated a “Class I-R Certificate” on the face thereof, in
      substantially the form set forth in Exhibit
      A-7
      hereto,
      evidencing the Class R-1A Interest, Class R-1B Interest and Class R-1C
      Interest.

     

    Class
      I-R-X Certificate:
      Any
      Certificate designated a “Class I-R-X Certificate” on the face thereof, in
      substantially the form set forth in Exhibit
      A-7
      hereto,
      evidencing the Class R-1D Interest, Class R-1E Interest and Class R-1F
      Interest.

     

    Class
      I-X Certificate:
      Any
      Certificate designated as a “Class I-X Certificate” on the face thereof, in the
      form of Exhibit
      A-6
      hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class I-X Certificates herein and evidencing (i) a REMIC Regular Interest
      in
      REMIC ID, (ii) the obligation to pay Net WAC Rate Carryover Amounts and (iii)
      the obligation to pay any Class I-IO Distribution Amount.

     

    Class
      I-X Distribution Amount:
      With
      respect to any Distribution Date, the sum of (i) the Excess Cap Payment, (ii)
      the Interest Distribution Amount for the Class I-X Certificates for such
      Distribution Date and (iii) any Overcollateralization Reduction Amount for
      such
      Distribution Date remaining after payments pursuant to items 1 though 4 of
      clause Third
      of
      Section 5.04(a); provided, however that on and after the Distribution Date
      on which the aggregate Certificate Principal Balance of the Group I
      Certificates has been reduced to zero, the Class I-X Distribution Amount shall
      include the Group I Overcollateralization Amount.

     

    Class
      I-X Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class I-X Certificates, evidencing a Regular Interest in REMIC
      IC
      for purposes of the REMIC Provisions.

     

    Class
      I-X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (I) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of the REMIC IB Regular Interests
      (other than REMIC IB Regular Interest LTI-IP, REMIC IB Regular
      Interest LTI-SC, REMIC IB Regular Interest LTI-NSC, REMIC IB Regular
      Interest LTI-XX and REMIC IB Regular Interest LTI-IO). For purposes of
      calculating the Pass-Through Rate for the Class I-X Interest, the numerator
      is
      equal to the sum of the following components:

     

    (A)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-AA minus the Group I Marker Rate, applied to an amount equal to
      the
      Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-AA;

     

    (B)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IA1 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IA1;

     

    (C)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IA2 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IA2;

     

    (D)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IA3 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IA3;

     

    (E)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IA4 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IA4;

     

    (F)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IM1 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IM1;

     

    (G)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IM2 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-IM2;

     

    (H)
       the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-IM3 minus the Group I Marker Rate, applied to an amount equal
      to
      the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM3;
      and

     

    (I) the
      Uncertificated REMIC IB Pass-Through Rate for REMIC IB Regular
      Interest LTI-ZZ minus the Group I Marker Rate, applied to an amount equal to
      the
      Uncertificated Principal Balance of REMIC IB Regular Interest
      LTI-ZZ.

     

    Class
      I-IO Distribution Amount:
      As
      defined in Section 5.14 hereof. For
      purposes of clarity, the Class I-IO Distribution Amount for any Distribution
      Date shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class I-IO Interest
      on
      such Distribution Date, all as further provided in Section 5.15
      hereof.

     

    Class
      I-IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      REMIC Regular Interest in REMIC IC for purposes of the REMIC
      Provisions.

     

    Class
      II-1-A Certificate:
      Any
      Certificate designated as a “Class II-1-A Certificate” on the face thereof, in
      the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-1-A Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-1-A Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.16% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related
      Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-1 Allocation Percentage:
      With
      respect to any Distribution Date, a fraction, expressed as a percentage, the
      numerator of which is the sum of the Certificate Principal Balances of the
      Class
      II-2-A-1A Certificates and the Class II-2-A-1B Certificates and the denominator
      of which is the aggregate Certificate Principal Balance of all of the Group
      II-2
      Senior Certificates, in each case immediately prior to that Distribution
      Date.

     

    Class
      II-2-A-1A Certificate:
      Any
      Certificate designated as a “Class II-2-A-1A Certificate” on the face thereof,
      in the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-1A Certificates as
      set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-1A Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.16% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-1B Certificate:
      Any
      Certificate designated as a “Class II-2-A-1B Certificate” on the face thereof,
      in the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-1B Certificates as
      set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-1B Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.21% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-2 Certificate:
      Any
      Certificate designated as a “Class II-2-A-2 Certificate” on the face thereof, in
      the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-2 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.08% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-3 Certificate:
      Any
      Certificate designated as a “Class II-2-A-3 Certificate” on the face thereof, in
      the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-3 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.16% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-4A Certificate:
      Any
      Certificate designated as a “Class II-2-A-4A Certificate” on the face thereof,
      in the form of Exhibit A-2 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-4A Certificates as
      set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-4A Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.23% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-2-A-4B Certificate:
      Any
      Certificate designated as a “Class II-2-A-4B Certificate” on the face thereof,
      in the form of Exhibit A-3 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-2-A-1B Certificates as
      set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-2-A-4B Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.29% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the initial related
      Certificate Margin, (ii) the related Net Funds Cap, (iii) the related Maximum
      Interest Rate and (iv) the Cap Rate.

     

    Class
      II-M-1 Certificate:
      Any
      Certificate designated as a “Class II-M-1 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-1 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.30% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-1 Principal Payment Amount:
      with
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, after giving
      effect to payments on such Distribution Date and (ii) the Certificate Principal
      Balance of the Class II-M-1 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) approximately 88.30%
      and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Group II Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Group II Mortgage Loans incurred during the related
      Due Period) exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      II-M-2 Certificate:
      Any
      Certificate designated as a “Class II-M-2 Certificate” on the face thereof, in
      the form of Exhibit A-6 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-2 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.31% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the Net Funds Cap, (iii) the related Maximum Interest Rate and
      (iv)
      the Cap Rate.

     

    Class
      II-M-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates and Class
      II-M-1 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class II-M-2
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) approximately 90.90% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) and (B) the amount, if any, by which
      (i)
      the Aggregate Loan Balance for such Distribution Date (after giving effect
      to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the Group
      II Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.35%
      of
      the Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      II-M-3 Certificate:
      Any
      Certificate designated as a “Class II-M-3 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-3 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.35% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-3 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class II-M-1
      Certificates and Class II-M-2 Certificates, in each case, after giving effect
      to
      payments on such Distribution Date and (ii) the Certificate Principal Balance
      of
      the Class II-M-3 Certificates immediately prior to such Distribution Date
      exceeds (y) the lesser of (A) the product of (i) approximately 92.60% and (ii)
      the Aggregate Loan Balance for such Distribution Date (after giving effect
      to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the Group
      II Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if
      any, by which (i) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Group II Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      II-M-4 Certificate:
      Any
      Certificate designated as a “Class II-M-4 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-4 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.43% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-4 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class
      II-M-1, Class II-M-2 and Class II-M-3 Certificates, in each case, after giving
      effect to payments on such Distribution Date and (ii) the Certificate Principal
      Balance of the Class II-M-4 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) approximately 93.90%
      and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Group II Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Group II Mortgage Loans incurred during the related
      Due Period) exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      II-M-5 Certificate:
      Any
      Certificate designated as a “Class II-M-5 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-5 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-5 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.45% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-5 Principal Payment Amount:
      with
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class
      II-M-1, Class II-M-2, Class II-M-3 and Class II-M-4 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class II-M-5 Certificates immediately
      prior
      to such Distribution Date exceeds (y) the lesser of (A) the product of (i)
      approximately 95.10% and (ii) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Group II Mortgage Loans incurred during the related
      Due Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for such Distribution Date (after giving effect to scheduled payments of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) exceeds (ii) 0.35% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      II-M-6 Certificate:
      Any
      Certificate designated as a “Class II-M-6 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-6 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-6 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.50% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-6 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class
      II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5 Certificates,
      in each case, after giving effect to payments on such Distribution Date and
      (ii)
      the Certificate Principal Balance of the Class II-M-6 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      approximately 96.20% and (ii) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Group II Mortgage Loans incurred during the related
      Due Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for such Distribution Date (after giving effect to scheduled payments of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) exceeds (ii) 0.35% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      II-M-7 Certificate:
      Any
      Certificate designated as a “Class II-M-7 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-7 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-7 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 0.95% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-7 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class
      II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-M-6
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class II-M-7 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) approximately 97.20% and (ii) the Aggregate Loan Balance for
      such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Group II Mortgage Loans incurred during
      the
      related Due Period) and (B) the amount, if any, by which (i) the Aggregate
      Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) exceeds (ii) 0.35% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      II-M-8 Certificate:
      Any
      Certificate designated as a “Class II-M-8 Certificate” on the face thereof, in
      the form of Exhibit A-4 hereto, representing the right to its Percentage
      Interest of distributions provided for the Class II-M-8 Certificates as set
      forth herein and evidencing (i) a Regular Interest in REMIC IIC, (ii) the right
      to receive the related Basis Risk Shortfall and (iii) the obligation to pay
      any
      Class II-IO Distribution Amount.

     

    Class
      II-M-8 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date with respect to the Group II
      Mortgage Loans, 2.00% or (B) after the first possible Optional Termination
      Date
      with respect to the Group II Mortgage Loans, two times the related Certificate
      Margin, (ii) the related Net Funds Cap, (iii) the related Maximum Interest
      Rate
      and (iv) the Cap Rate.

     

    Class
      II-M-8 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the sum of (i)
      the
      Certificate Principal Balances of the Group II Senior Certificates, Class
      II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6
      and
      Class II-M-7 Certificates, in each case, after giving effect to payments on
      such
      Distribution Date and (ii) the Certificate Principal Balance of the Class II-M-8
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) approximately 98.50% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) and (B) the amount, if any, by which
      (i)
      the Aggregate Loan Balance for such Distribution Date (after giving effect
      to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the Group
      II Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.35%
      of
      the Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      II-P Certificate:
      Any
      Certificate designated as a “Class II-P Certificate” on the face thereof, in the
      form of Exhibit A-5 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class II-P Certificates as set forth herein
      and
      evidencing a Regular Interest in REMIC IIE.

     

    Class
      II-P Certificate Account:
      The
      Eligible Account established and maintained by the Securities Administrator
      pursuant to Section 5.11(b).

     

    Class
      II-R Certificate:
      Any
      Certificate designated as a “Class II-R” Certificate on the face thereof in the
      form of Exhibit A-7 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class II-R Certificates as set forth herein
      and
      evidencing the Class R-2A Interest, Class R-2B Interest and Class R-2C
      Interest.

     

    Class
      II-R-X Certificate:
      Any
      Certificate designated a “Class I-R-X Certificate” on the face thereof, in
      substantially the form set forth in Exhibit
      A-7
      hereto,
      evidencing the Class R-2D Interest, Class R-2E Interest and Class R-1F
      Interest.

     

    Class
      II-X Certificate:
      Any
      Certificate designated as a “Class II-X Certificate” on the face thereof, in the
      form of Exhibit A-5 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class II-X Certificates as set forth herein
      and
      evidencing (i) a Regular Interest in REMIC IID, (ii) the obligation to pay
      Basis
      Risk Shortfalls and (iii) the obligation to pay any Class II-IO Distribution
      Amount.

     

    Class
      II-X Distribution Amount:
      With
      respect to any Distribution Date and the Class II-X Certificates, the sum of
      (i)
      the Current Interest and Carryforward Interest and (ii) any
      Overcollateralization Release Amount for such Distribution Date remaining after
      payments pursuant to items (1) though (20) of Section 5.05(a)(iii);
      provided, however that on and after the Distribution Date on which the
      Certificate Principal Balances of the Group II Senior Certificates and Mezzanine
      Certificates have been reduced to zero, the Class II-X Distribution Amount
      shall
      include the Group II Overcollateralization Amount. 

     

    Class
      II-X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (Q) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-AA,
      REMIC IIB Regular Interest LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A,
      REMIC IIB Regular Interest LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2,
      REMIC IIB Regular Interest LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A,
      REMIC IIB Regular Interest LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1,
      REMIC IIB Regular Interest LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3,
      REMIC IIB Regular Interest LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5,
      REMIC IIB Regular Interest LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7,
      REMIC IIB Regular Interest LTII-IIM8, and REMIC IIB Regular Interest LTII-ZZ.
      For purposes of calculating the Pass-Through Rate for the Class II-X
      Interest, the numerator is equal to the sum of the following
      components:

     

    (A)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-AA minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-AA;

     

    (B)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA1A minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IA1;

     

    (C)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA1A minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIA1A;

     

    (D)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA1B minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIA1B;

     

    (E)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA2 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIA2;

     

    (F)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA3 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-IIA3;


     

    (G)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA4A minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIA4A;

     

    (H)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIA4B minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIA4B;

     

    (I)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM1 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIM1;

     

    (J)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM2 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIM2;

     

    (K)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM3 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIM3;

     

    (L)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM4 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-IIM4;


     

    (M)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM5 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest
      LTII-IIM5;

     

    (N)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM6 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-IIM6;


     

    (O)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM7 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-IIM7;


     

    (P)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest
      LTII-IIM8 minus the Group II Marker Rate, applied to an amount equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-IIM8;
      and

     

    (Q)  the
      Uncertificated REMIC IIB Pass-Through Rate for REMIC IIB Regular Interest LTI-ZZ
      minus the Group II Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC IIB Regular Interest LTI-ZZ.

     

    Class
      II-IO Distribution Amount:
      As
      defined in Section 5.14 hereof. For
      purposes of clarity, the Class II-IO Distribution Amount for any Distribution
      Date shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class II-IO Interest
      on
      such Distribution Date, all as further provided in Section 5.15
      hereof.

     

    Class
      II-IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      REMIC Regular Interest in REMIC IIC for purposes of the REMIC
      Provisions.

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      January
      31, 2007.

     

    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

    Commission:
      Shall
      mean the United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      With
      respect to any Distribution Date and (i) GMAC Mortgage, LLC, an amount equal
      to
      the lesser of (a) the aggregate of the Prepayment Interest Shortfalls resulting
      from prepayments in full on the Mortgage Loans serviced by it and received
      during the portion of the Prepayment Period occurring from the 14th
      day of
      the month prior to the month in which the related Distribution Date occurs
      and
      ending on the last day of such month and (b) one half of the aggregate servicing
      fee due GMAC Mortgage, LLC on the Mortgage Loans for such Distribution Date,
      (ii) Wells Fargo Bank an amount equal to the lesser of (a) the aggregate of
      the
      Prepayment Interest Shortfalls resulting from prepayments in full on the
      Mortgage Loans serviced by it and received (I) with respect to the Mortgage
      Loans originated and serviced by Wells Fargo Bank, during the related Prepayment
      Period and (II) with respect to the Mortgage Loans which were not originated
      by
      Wells Fargo Bank but for which Wells Fargo Bank purchased the servicing rights,
      during the portion of the Prepayment Period occurring from the 14th
      day of
      the month prior to the month in which the related Distribution Date occurs
      and
      ending on the last day of such month and (b) the aggregate servicing fee due
      Wells Fargo Bank on the Mortgage Loans for such Distribution Date or (iii)
      the
      master servicer, any Prepayment Interest Shortfall required to be funded by
      the
      related Servicer pursuant to clause (i) or (ii), as applicable, of this
      definition and not funded by such Servicer, up to the aggregate Master Servicing
      Compensation (exclusive of the portion of such compensation payable to the
      credit risk manager) due to the Master Servicer for such Distribution
      Date.

     

    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 maybe, at which, at any particular time its corporate business
      in
      connection with this agreement shall be administered, which office at the date
      of the execution of this instrument is located at (ii) in the case of the
      Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue, New York, New
      York 10018, Attention: Nomura Home Equity Loan, Inc., 2007-1 or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicers, and (ii) with respect to the office of the
      Securities Administrator, which for purposes of Certificate transfers and
      surrender is located at Wells Fargo Bank, N.A., Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services-Client
      Manager (NHEL 2007-1), and for all other purposes is located at Wells Fargo
      Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust
      Services-Client Manager (NHEL 2007-1) (or for overnight deliveries, at 9062
      Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
      Services-Client Manager (NHEL 2007-1)), 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, the Servicers and the
      Trustee.

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	 	
              (i)

            	
              REMIC IB
                Regular Interest LTI-IA1, the Class I-A-1 Certificates;

               

            
	 	
              (ii)

            	
              REMIC IB
                Regular Interest LTI-IA2, the Class I-A-2 Certificates;

               

            
	 	
              (iii)

            	
              REMIC IB
                Regular Interest LTI-IA3, the Class I-A-3 Certificates;

               

            
	 	
              (iv)

            	
              REMIC IB
                Regular Interest LTI-IA4, the Class I-A-4 Certificates;

               

            
	 	
              (v)

            	
              REMIC IB
                Regular Interest LTI-IM1, the Class I-M-1 Certificates;

               

            
	 	
              (vi)

            	
              REMIC IB
                Regular Interest LTI-IM2, the Class I-M-2 Certificates;

               

            
	 	
              (vii)

            	
              REMIC IB
                Regular Interest LTI-IM3, the Class I-M-3 Certificates; 

               

            
	 	
              (viii)

            	
              REMIC IB
                Regular Interest LTI-IP, the Class I-P Certificates;

               

            
	 	
              (ix)

            	
              REMIC
                IIB Regular Interest LTII-IA1, the Class II-I-A

               

            
	 	
              (x)

            	
              REMIC
                IIB Regular Interest LTII-IIA1A, the Class II-A-1A
                Certificates,

               

            
	 	
              (xi)

            	
              REMIC
                IIB Regular Interest LTII-IIA1B, the Class II-A-1B
                Certificates,

               

            
	 	
              (xii)

            	
              REMIC
                IIB Regular Interest LTII-IIA2, the Class II-A-2
                Certificates;

               

            
	 	
              (xiii)

            	
              REMIC
                IIB Regular Interest LTII-IIA3, the Class II-A-3
                Certificates;

               

            
	 	
              (xiv)

            	
              REMIC
                IIB Regular Interest LTII-IIA4A, the Class II-A-4A
                Certificates,

               

            
	 	
              (xv)

            	
              REMIC
                IIB Regular Interest LTII-IIA4B, the Class II-A-4B
                Certificates,

               

            
	 	
              (xvi)

            	
              REMIC
                IIB Regular Interest LTII-IIM1, the Class II-M-1
                Certificates;

               

            
	 	
              (xvii)

            	
              REMIC
                IIB Regular Interest LTII-IIM2, the Class II-M-2
                Certificates;

               

            
	 	
              (xviii)

            	
              REMIC
                IIB Regular Interest LTII-IIM3, the Class II-M-3
                Certificates;

               

            
	 	
              (xix)

            	
              REMIC
                IIB Regular Interest LTII-IIM4, the Class II-M-4
                Certificates;

               

            
	 	
              (xx)

            	
              REMIC
                IIB Regular Interest LTII-IIM5, the Class II-M-5 Certificates;
                and

               

            
	 	
              (xxi)

            	
              REMIC
                IIB Regular Interest LTII-IIM6, the Class II-M-6 Certificates;
                and

               

            
	 	
              (xxii)

            	
              REMIC
                IIB Regular Interest LTII-IIM7, the Class II-M-7 Certificates;
                and

               

            
	 	
              (xxiii)

            	
              REMIC
                IIB Regular Interest LTII-IIM8, the Class II-M-8 Certificates;
                and

               

            
	 	
              (xxiv)

            	
              REMIC
                IIB Regular Interest LTII-IIP, the Class II-P
                Certificates.

            


    

    


    


    Credit
      Enhancement Percentage:
      with
      respect to any Distribution Date and any Class of Group I Offered Certificates
      will be the percentage obtained by dividing (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class or Classes of Group I Offered
      Certificates subordinate thereto and (ii) the Group I Overcollateralization
      Amount by (y) the aggregate Stated Principal Balance of the Group I Mortgage
      Loans, calculated after taking into account distributions of principal on the
      Group I Mortgage Loans and distribution of the Principal Distribution Amount
      to
      the holders of the Group I Certificates then entitled to distributions of
      principal on such Distribution Date.

     

    Credit
      Risk Manager:
      Wells
      Fargo Bank, N.A., and its successors and assigns.

     

    Current
      Interest:
      With
      respect to any Class of Group II Senior Certificates or Group II Mezzanine
      Certificates and any Distribution Date, the amount of interest accruing at
      the
      applicable Pass-Through Rate on the related Certificate Principal Balance during
      the related Accrual Period; provided, that as to each Class of Group II Senior
      Certificates and Group II Mezzanine Certificates, the Current Interest will
      be
      reduced by a pro rata portion of any Net Interest Shortfalls to the extent
      not
      covered by excess interest. No Current Interest will be payable with respect
      to
      any Class of Group II Senior Certificates or Group II Mezzanine Certificates
      after the Distribution Date on which the outstanding Certificate Principal
      Balance of such Certificate has been reduced to zero.

     

    Custodial
      Accounts:
      The
      accounts established and maintained by the Servicers with respect to receipts
      on
      the Group I Mortgage Loans and related REO Properties and Group II Mortgage
      Loans and related REO Properties in accordance with Section 3.26(b) of this
      Agreement and the Servicing Agreement.

     

    Custodial
      Agreement:
      The
      Custodial Agreement dated as of January 1, 2007 among the Custodian, the
      Servicers and the Trustee.

     

    Custodian:
      Wells
      Fargo Bank, N.A., a national banking association, or any successor thereto
      appointed pursuant to the Custodial Agreement.

     

    Cut-off
      Date:
      January
      1, 2007.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the unpaid principal balance thereof as of the close of
      business on the Cut-off Date after application of all Principal Prepayments
      received prior to the Cut-off Date and scheduled payments of principal due
      on or
      before the Cut-off Date, whether or not received, but without giving effect
      to
      any installments of principal received in respect of Due Dates after the Cut-off
      Date.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
      Mortgage Loan that became final and non-appealable, except such a reduction
      resulting from a Deficient Valuation or any other reduction that results in
      a
      permanent forgiveness of principal.

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      With
      respect to any Class of Group II Senior Certificates or Group II Mezzanine
      Certificates and any Distribution Date, the amount by which (x) the aggregate
      of
      the Applied Loss Amounts previously applied in reduction of the Certificate
      Principal Balance thereof exceeds (y) the aggregate of amounts previously paid
      in reimbursement thereof and the amount by which the Certificate Principal
      Balance of any such Class has been increased due to the collection of Subsequent
      Recoveries on the Group II Mortgage Loans.

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
      of the Mortgaged Property in an amount less than the then outstanding
      indebtedness under such Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any Scheduled Payment that results
      in a
      permanent forgiveness of principal, which valuation or reduction results from
      an
      order of such court that is final and non-appealable in a proceeding under
      the
      Bankruptcy Code.

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan replaced or to be replaced by a Replacement Mortgage
      Loan.

     

    Delinquency
      Rate:
      With
      respect to any calendar month and the Group II Mortgage Loans will be,
      generally, the fraction, expressed as a percentage, the numerator of which
      is
      the Aggregate Loan Balance of all Group II Mortgage Loans 60 or more days
      delinquent (including all Group II Mortgage Loans in bankruptcy or foreclosure
      and all REO Properties) as of the close of business on the last day of such
      month, and the denominator of which is the Aggregate Loan Balance of the Group
      II Mortgage Loans as of the close of business on the last day of such
      month.

     

    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received by the close of business on the corresponding day of
      the
      month immediately succeeding the month in which such payment was due, or, if
      there is no such corresponding day (e.g., as when a 30-day month follows a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Principal Balance of this Certificate”.

     

    Depositor:
      Nomura
      Home Equity Loan, Inc., a Delaware corporation, or its successor in
      interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
      which is Cede & Co., or any other organization registered as a “clearing
      agency” pursuant to Section 17A of the Exchange Act. The Depository shall
      initially be the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Agreement:
      With
      respect to the Class of Book-Entry Certificates, the agreement among the
      Depositor, the Trustee and the initial Depository, dated as of the Closing
      Date,
      substantially in the form of Exhibit I.

     

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

     

    Determination
      Date:
      With
      respect to any Distribution Date, the fifteenth (15th)
      day of
      the month of such Distribution Date or, if such day is not a Business Day,
      the
      immediately preceding Business Day.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 in the name of the Trustee for the benefit of the
      Certificateholders, which shall be divided into two sub-accounts designated
      “Wells Fargo Bank, N.A., in trust for registered holders of Nomura Home Equity
      Loan, Inc., Asset-Backed Certificates, Series 2007-1, Group I Certificates” and
“Wells Fargo Bank, N.A., in trust for registered holders of Nomura Home Equity
      Loan, Inc., Asset-Backed Certificates, Series 2007-1, Group II Certificates”.
      Funds in the Distribution Accounts shall be held in trust for the related
      Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    Distribution
      Date:
      The
      twenty-fifth (25th)
      day of
      each calendar month after the initial issuance of the Certificates, or if such
      twenty-fifth day is not a Business Day, the next succeeding Business Day,
      commencing in February 2007.

     

    Due
      Date:
      As to
      any Mortgage Loan, the date in each month on which the related Scheduled Payment
      is due, as set forth in the related Mortgage Note.

     

    Due
      Period:
      With
      respect to any Distribution Date, the period from the second day of the calendar
      month preceding the calendar month in which such Distribution Date occurs
      through the close of business on the first day of the calendar month in which
      such Distribution Date occurs.

     

    Eligible
      Account:
      Any of
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company, the long-term unsecured debt
      obligations and short-term unsecured debt obligations of which are rated by
      each
      Rating Agency in one of its two highest long-term and its highest short-term
      rating categories respectively, at the time any amounts are held on deposit
      therein, or (ii) an account or accounts in a depository institution or trust
      company in which such accounts are insured by the FDIC (to the limits
      established by the FDIC) and the uninsured deposits in which accounts are
      otherwise secured such that, as evidenced by an Opinion of Counsel delivered
      to
      the Trustee and to each Rating Agency, the Certificateholders have a claim
      with
      respect to the funds in such account or a perfected first priority security
      interest against any collateral (which shall be limited to Permitted
      Investments) securing such funds that is superior to claims of any other
      depositors or creditors of the depository institution or trust company in which
      such account is maintained, or (iii) a segregated, non-interest bearing trust
      account or accounts maintained with the corporate trust department of a federal
      or state chartered depository institution or trust company having capital and
      surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv)
      any other account acceptable to the Rating Agencies as evidenced in writing
      by
      the Rating Agencies. Eligible Accounts may bear interest, and may include,
      if
      otherwise qualified under this definition, accounts maintained with the Trustee
      or Securities Administrator.

     

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

     

    ERISA
      Restricted Certificate:
      Each of
      the Class I-X, Class II-X, Class I-P, Class II-P and Residual
      Certificates.

     

    Escrow
      Account:
      Shall
      mean the account or accounts maintained by GMACM pursuant to Section 3.29.
      Each Escrow Account shall be an Eligible Account.

     

    Excess
      Cap Payment:
      With
      respect to any Distribution Date, the excess, if any, of (1) the cap payments
      made by the Cap Provider under the Class I-A-4 Cap Contract or Class I-M-3
      Cap
      Contract over (2) the amount of the unpaid Net WAC Rate Carryover Amounts
      attributable to the Class I-A-4 Certificates and Class I-M-3 Certificates for
      such Distribution Date.

     

    Excess
      Liquidation Proceeds:
      To the
      extent not required by law to be paid to the related Mortgagor, the excess,
      if
      any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
      Principal Balance of such Mortgage Loan and accrued and unpaid interest at
      the
      related Mortgage Rate through the last day of the month in which the Mortgage
      Loan has been liquidated.

     

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

     

    Exemption:
      Prohibited Transaction Exemption 93-32, as amended from time to
      time.

     

    Expense
      Fee Rate:
      With
      respect to each Group II Mortgage Loan, the aggregate amount, calculated on
      a
      weighted average basis, of the annual rate at which the fee to GMACM, the Master
      Servicer and the rate at which the fee payable to any provider of lender paid
      mortgage insurance, if any, is calculated.

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Net Monthly Excess
      Cashflow for such Distribution Date and (y) the Overcollateralization Increase
      Amount for such Distribution Date.

     

    Fannie
      Mae:
      Fannie
      Mae (formerly, Federal National Mortgage Association), or any successor
      thereto.

     

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

     

    Final
      Maturity Reserve Account:
      As
      defined in Section 5.17 hereof.

     

    Final
      Maturity Reserve Trust:
      As
      defined in Section 5.17 hereof.

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Sponsor or the Master Servicer
      pursuant to or as contemplated by Section 2.03(c) or Section 10.01), a
      determination made by the related Servicer pursuant to this Agreement or the
      Servicing Agreement, as applicable, that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which such Servicer, in its reasonable
      good faith judgment, expects to be finally recoverable in respect thereof have
      been so recovered. Each Servicer shall maintain records of each Final Recovery
      Determination made thereby.

     

    FIRREA:
      The
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
      amended.

     

    Fitch:
      Fitch
      Ratings.

     

    Form
      8-K Disclosure Information:
      Has the
      meaning set forth in Section 5.16(b) of this Agreement.

     

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

     

    GMACM:
      GMAC
      Mortgage, LLC, and any successor thereto appointed under this Agreement in
      connection with the servicing and administration of the GMACM Mortgage Loans.
      

     

    GMACM
      Mortgage Loans:
      Those
      Mortgage Loans serviced by GMACM pursuant to the terms and provisions of this
      Agreement and identified as such on the Mortgage Loan Schedule.

     

    Gross
      Margin:
      With
      respect to each Group II Mortgage 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 Group II Mortgage Loan.

     

    Group
      I Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2,
      Class I-M-3, Class I-P, Class I-X, Class I-R and Class I-R-X
      Certificates.

     

    Group
      I Marker Rate:
      With
      respect to the Class I-X Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC IB
      Pass-Through Rates for REMIC IB Regular Interest LTI-IA1, REMIC IB
      Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3, REMIC IB
      Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IM1, REMIC IB
      Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3 and
      REMIC IB Regular Interest LTI-ZZ, with the rate on each such REMIC IB
      Regular Interest (other than REMIC IB Regular Interest LTI-ZZ) subject to a
      cap equal to the Pass-Through Rate on the Corresponding Certificate and with
      the
      rate on REMIC IB Regular Interest LTI-ZZ subject to a cap of 0.00% per
      annum for the purpose of this calculation; provided, however, that for this
      purpose, the calculation of the Uncertificated REMIC IB Pass-Through Rate
      and the related cap with respect to REMIC IB Regular Interest LTI-IA4 and
      REMIC IB Regular Interest LTI-IM3 shall be multiplied by a fraction, the
      numerator of which is the actual number of days in the Accrual Period and the
      denominator of which is 30.

     

    Group
      I Mezzanine Certificates:
      The
      Class I-M-1, Class I-M-2 and Class I-M-3 Certificates

     

    Group
      I Mortgage Loans:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage
      Loans.

     

    Group
      I Net Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Group I Swap Agreement by either the Group I Swap Provider
      or the Supplemental Interest Trust, which net payment shall not take into
      account any Swap Termination Payment under the Group I Swap
      Agreement.

     

    Group
      I Offered Certificates:
      The
      Group I Senior Certificates and the Group I Mezzanine Certificates.

     

    Group
      I Overcollateralization Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Stated Principal Balance of the Group I Mortgage Loans as of the last day of
      the
      related Due Period over (b) the aggregate Certificate Principal Balance of
      the
      Group I Senior Certificates and the Group I Subordinate Certificates on such
      Distribution Date (after taking into account the payment of 100% of the
      Principal Funds on such Distribution Date).

     

    Group
      I Regular Certificate:
      Any
      Group I Certificate other than a Residual Certificate.

     

    Group
      I Senior Certificates:
      The
      Class I-A-1, Class I-A-2, Class I-A-3 and Class I-A-4 Certificates.

     

    Group
      I Senior Interest Distribution Amount:
      With
      respect to any Distribution Date and any Class of Group I Senior Certificates
      will be equal to the Interest Distribution Amount for such Distribution Date
      for
      such Class and the Interest Carry Forward Amount, if any, for such Distribution
      Date for such Class.

     

    Group
      I Stepdown Date:
      will be
      the later to occur of (x) the Distribution Date in February 2010 and (y) the
      first Distribution Date on which the Credit Enhancement Percentage of the Group
      I Senior Certificates (calculated for this purpose only after taking into
      account distributions of principal on the Group I Mortgage Loans, but prior
      to
      any distribution of the Principal Distribution Amount to the holders of the
      certificates then entitled to distributions of principal on the Distribution
      Date) is greater than or equal to approximately 17.20%.

     

    Group
      I Subordinate Certificates:
      The
      Class I-M-1, Class I-M-2, Class I-M-3 and Class I-X Certificates.

     

    Group
      I Swap Agreement:
      The
      interest rate swap agreement, dated as of January 31, 2007, between the
      Supplemental Interest Trust Trustee and the Swap Provider, including any
      schedule, confirmations, credit support annex or other credit support document
      relating thereto, and attached hereto as Exhibit P.

     

    Group
      I Swap Credit Support Annex:
      The
      credit support annex, dated as of January 31, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement.

     

    Group
      I Swap Provider:
      The
      swap provider under the Swap Agreement. Initially, the Swap Provider shall
      be
      HSBC Bank USA, National Association.

     

    Group
      I Trigger Event:
      with
      respect to any Distribution Date and the Group I Mortgage Loans, a Group I
      Trigger Event is in effect if (x) the percentage obtained by dividing (i) the
      aggregate Stated Principal Balance of Group I Mortgage Loans delinquent 60
      days
      or more (including Group I Mortgage Loans in foreclosure or discharged in
      bankruptcy or real estate acquired by the trust in respect of any Group I
      Mortgage Loan by foreclosure, sale, disposition or otherwise (“REO Property”))
      by (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans,
      in
      each case, as of the last day of the previous calendar month, exceeds 48.28%
      of
      the Credit Enhancement Percentage of the Group I Senior Certificates for 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 outstanding principal balance of the Group I Mortgage Loans as
      of
      the Cut-off Date exceeds the applicable percentages set forth below with respect
      to such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              February
                2010 to January 2011

            	
              0.75%

            
	
              February
                2011 to January 2012

            	
              1.35%

            
	
              February
                2012 to January 2013

            	
              1.90%

            
	
              February
                2013 to January 2014

            	
              2.25%

            
	
              February
                2014 and thereafter

            	
              2.30%

            


    

    


    Group
      II Certificates:
      The
      Class II-1-A, Class II-2-A-1A, Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3,
      Class II-2-A-4A, Class II-2-A-4B Certificates, Class II-M-1, Class II-M-2,
      Class
      II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8,
      Class II-X, Class II-P, Class II-R and the Class II-R-X
      Certificates.

     

    Group
      II Marker Rate:
      With
      respect to the Class II-X Certificates and any Distribution Date, a per annum
      rate equal to two (2) times the weighted average of the Uncertificated REMIC
      IIB
      Pass-Through Rates for REMIC IIB Regular Interest LTII-IA, REMIC IIB Regular
      Interest LTII-IIA1A, IIB Regular Interest LTII-IIA1B, REMIC IIB Regular Interest
      LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3, REMIC IIB Regular Interest
      LTII-IIA4A, IIB Regular Interest LTII-IIA4B, REMIC IIB Regular Interest
      LTII-IIM1, REMIC IIB Regular Interest LTII-IIM2, REMIC IIB Regular Interest
      LTII-IIM3, REMIC IIB Regular Interest LTII-IIM4, REMIC IIB Regular Interest
      LTII-IIM5, REMIC IIB Regular Interest LTII-IIM6, REMIC IIB Regular Interest
      LTII-IIM7, REMIC IIB Regular Interest LTII-IIM8 and REMIC IIB Regular Interest
      LTII-ZZ, with the per annum rate on each such REMIC IIB Regular Interest (other
      than REMIC IIB Regular Interest LTII-ZZ) subject to a cap equal to the
      Pass-Through Rate on the Corresponding Certificate for the purpose of this
      calculation; and with the per annum rate on REMIC IIB Regular Interest LTII-ZZ
      subject to a cap of zero for the purpose of this calculation; provided, however,
      that for this purpose, the calculation of the Uncertificated REMIC IIB
      Pass-Through Rate and the related cap with respect to each such REMIC IIB
      Regular Interest (other than REMIC IIB Regular Interest LTII-ZZ) shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      in
      the Accrual Period and the denominator of which is thirty (30).

     

    Group
      II Mortgage Loans:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group II Mortgage
      Loans.

     

    Group
      II Net Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Group II Swap Agreement by either the Group II Swap Provider
      or the Supplemental Interest Trust, which net payment shall not take into
      account any Swap Termination Payment under the Group II Swap
      Agreement.

     

    Group
      II Offered Certificates:
      The
      Group II Senior Certificates and the Group II Mezzanine
      Certificates.

     

    Group
      II Overcollateralization Amount:
      with
      respect to any Distribution Date, the excess, if any, of (a) the Aggregate
      Loan
      Balance of the Group II Mortgage Loans for such Distribution Date (after giving
      effect to scheduled payments of principal due during the related Due Period
      to
      the extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Group II Mortgage Loans incurred during the related Due Period) over (b)
      the
      aggregate Certificate Principal Balance of the Group II Offered Certificates
      on
      such Distribution Date (after taking into account the payment of 100% of the
      Principal Remittance Amount on such Distribution Date).

     

    Group
      II Regular Certificate:
      Any
      Group II Certificate other than a Residual Certificate.

     

    Group
      II Mezzanine Certificates:
      The
      Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
      II-M-6, Class II-M-7 and Class II-M-8 Certificates

     

    Group
      II Senior Certificates:
      The
      Class II-1-A, Class II-2-A-1A, Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3,
      Class II-2-A-4A and Class II-2-A-4B Certificates.

     

    Group
      II Stepdown Date:
      will be
      the earlier to occur of (i) the Distribution Date on which the aggregate
      Certificate Principal Balance of the Group II Senior Certificates has been
      reduced to zero and (ii) the later to occur of (x) the Distribution Date in
      February 2010 and (y) the first Distribution Date on which the Senior
      Enhancement Percentage (calculated for this purpose only after taking into
      account distributions of principal on the Group II Mortgage Loans, but prior
      to
      any distributions to the holders of the Group II Offered Certificates then
      entitled to distributions of principal on such Distribution Date) is greater
      than or equal to approximately 14.40%.

     

    Group
      II Swap Agreement:
      The
      interest rate swap agreement, dated as of January 31, 2007, between the
      Supplemental Interest Trust Trustee and the Swap Provider, including any
      schedule, confirmations, credit support annex or other credit support document
      relating thereto, and attached hereto as Exhibit P.

    


    Group
      II Swap Credit Support Annex:
      The
      credit support annex, dated as of January 31, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement.

    


    Group
      II Swap Provider:
      The
      swap provider under the Swap Agreement. Initially, the Swap Provider shall
      be
      ABN AMRO Bank N.V.

    


    Group
      II Trigger Event:
      a Group
      II Trigger Event with respect to the Group II Certificates will occur for any
      Distribution Date if either (i) the Rolling Three Month Delinquency Rate as
      of
      the last day of the related Due Period equals or exceeds 40.00% of the Senior
      Enhancement Percentage for such Distribution Date or (ii) the cumulative
      Realized Losses as a percentage of the original Aggregate Loan Balance of the
      Group II Mortgage Loans on the Closing Date for such Distribution Date is
      greater than the percentage set forth in the following table:

    


    
      	
              Range
                of Distribution Dates

            	
              Cumulative
                Loss Percentage

            
	
              February
                2009 - January 2010

            	
              0.25%*

            
	
              February
                2010 - January 2011

            	
              0.65%*

            
	
              February
                2011 - January 2012

            	
              1.10%*

            
	
              February
                2012 - January 2013

            	
              1.60%*

            
	
              February
                2013 and thereafter

            	
              1.90%  
                

            


    

     

    *The
      cumulative loss percentages set forth above are applicable to the first
      distribution date in the corresponding range of distribution dates. The
      cumulative loss percentage for each succeeding distribution date in a range
      increases incrementally by 1/12 of the positive difference between the
      percentage applicable to the first distribution date in that range and the
      percentage applicable to the first distribution date in the succeeding
      range.

    


    Group
      II-1 Allocation Amount:
      With
      respect to any Distribution Date, the product of the Senior Principal Payment
      Amount for that Distribution Date and a fraction the numerator of which is
      the
      Principal Remittance Amount derived from the Group II-1 Mortgage Loans and
      the
      denominator of which is the Principal Remittance Amount, in each case for that
      Distribution Date.

     

    Group
      II-1 Allocation Percentage:
      With
      respect to any Distribution Date, the Aggregate Loan Group Balance of the Group
      II-1 Mortgage Loans divided by the Aggregate Loan Balance of the Group II
      Mortgage Loans, in each case as of the first day of the related Due
      Period.

     

    Group
      II-1 Excess Interest Amount:
      With
      respect to any Distribution Date, the product of the Monthly Excess Interest
      required to be distributed on that Distribution Date pursuant to
      Section 5.05(a)(iii)(1)(A) and a fraction the numerator of which is the
      Principal Remittance Amount derived from the Group II-1 Mortgage Loans and
      the
      denominator of which is the Principal Remittance Amount, in each case for that
      Distribution Date.

     

    Group
      II-1 Maximum Interest Rate: With
      respect to any Distribution Date and the Group II-1 Certificates, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Rates of the Group II-1
      Mortgage Loans as stated in the related mortgage notes, minus the weighted
      average Expense Fee Rate of the Group II-1 Mortgage Loans. The calculation
      of
      the Group II-1 Maximum Interest Rate will be based on a 360-day year and the
      actual number of days elapsed during the related Interest Accrual
      Period.

     

    Group
      II-1 Mortgage Loans:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group II-1 Mortgage
      Loans.

     

    Group
      II-2 Allocation Amount:
      With
      respect to any Distribution Date, the product of the Senior Principal Payment
      Amount for that Distribution Date and a fraction the numerator of which is
      the
      Principal Remittance Amount derived from the Group II-2 Mortgage Loans and
      the
      denominator of which is the Principal Remittance Amount, in each case for that
      Distribution Date.

     

    Group
      II-2 Allocation Percentage: With
      respect to any Distribution Date, the Aggregate Loan Group Balance of the Group
      II-2 Mortgage Loans divided by the Aggregate Loan Balance of the Group II
      Mortgage Loans, in each case as of the first day of the related Due
      Period.

     

    Group
      II-2 Excess Interest Amount:
      With
      respect to any Distribution Date, the product of the Monthly Excess Interest
      required to be distributed on that Distribution Date pursuant to
      Section 5.05(a)(iii)(1)(A) and a fraction the numerator of which is the
      Principal Remittance Amount derived from the Group II-2 Mortgage Loans and
      the
      denominator of which is the Principal Remittance Amount, in each case for that
      Distribution Date.

     

    Group
      II-2 Maximum Interest Rate: With
      respect to any Distribution Date and the Group II-2 Certificates, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Rates of the Group II-2
      Mortgage Loans as stated in the related mortgage notes, minus the weighted
      average Expense Fee Rate of the Group II-2 Mortgage Loans. The calculation
      of
      the Group II-2 Maximum Interest Rate will be based on a 360-day year and the
      actual number of days elapsed during the related Interest Accrual
      Period.

    


    Group
      II-2 Mortgage Loans:
      Those
      Mortgage Loans identified on the Mortgage Loan Schedule as Group II-2 Mortgage
      Loans.

    


    Indemnified
      Persons:
      The
      Trustee, any Servicer (including any successor to any Servicer), the Master
      Servicer, the Securities Administrator, the Custodian, the Trust Fund and their
      officers, directors, agents and employees and, with respect to the Trustee,
      any
      separate co-trustee and its officers, directors, agents and
      employees.

     

    Independent:
      When
      used with respect to any specified Person, any such Person who (a) is in fact
      independent of the Depositor, the Master Servicer, the Securities Administrator,
      a Servicer, the Sponsor, any originator and their respective Affiliates, (b)
      does not have any direct financial interest in or any material indirect
      financial interest in the Depositor, the Master Servicer, the Securities
      Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof,
      and (c) is not connected with the Depositor, the Master Servicer, the Securities
      Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof
      as an officer, employee, promoter, underwriter, trustee, partner, director
      or
      Person performing similar functions; provided, however, that a Person shall
      not
      fail to be Independent of the Depositor, the Master Servicer, the Securities
      Administrator, a Servicer, the Sponsor, any originator or any Affiliate thereof
      merely because such Person is the beneficial owner of one percent (1%) or less
      of any Class of securities issued by the Depositor, the Master Servicer, the
      Securities Administrator, a Servicer, the Sponsor, any originator or any
      Affiliate thereof, as the case may be. 

     

    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 Group II Mortgage Loan which will generally be based on Six-Month
      LIBOR or One-Year LIBOR.

     

    Initial
      Certificate Principal Balance:
      With
      respect to any Certificate, the Certificate Principal Balance of such
      Certificate or any predecessor Certificate on the Closing Date.

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including all riders and endorsements thereto in effect with respect to such
      Mortgage Loan, including any replacement policy or policies for any Insurance
      Policies.

     

    Insurance
      Proceeds:
      Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
      or any other insurance policy covering a Mortgage Loan, to the extent such
      proceeds are payable to the mortgagee under the Mortgage, the related Servicer
      or the trustee under the deed of trust and are not applied to the restoration
      of
      the related Mortgaged Property or released to the Mortgagor in accordance with
      the servicing standard set forth in Section 3.01 hereof or pursuant to the
      Servicing Agreement, other than any amount included in such Insurance Proceeds
      in respect of Insured Expenses.

     

    Insured
      Expenses:
      Expenses covered by any Insurance Policy with respect to the Mortgage
      Loans.

     

    Interest
      Carry Forward Amount:
      With
      respect to any Class of Group I Certificates (other than the Class I-X, Class
      I-P, Class I-R and Class I-R-X Certificates) and any Distribution Date, the
      amount, if any, by which the Interest Distribution Amount for that Class of
      Group I Certificates for the immediately preceding Distribution Date exceeded
      the actual amount distributed on such Class in respect of interest on the
      immediately preceding Distribution Date, together with any Interest Carry
      Forward Amount with respect to such Class remaining unpaid from the previous
      Distribution Date.

     

    Interest
      Determination Date:
      Shall
      mean the second LIBOR Business Day preceding the commencement of each Accrual
      Period.

     

    Interest
      Distribution Amount:
      With
      respect to any Class of Group I Certificates (other than the Class I-P, Class
      I-R and Class I-R-X Certificates) and any Distribution Date, an amount equal
      to
      the interest accrued during the related Accrual Period at the applicable
      Pass-Through Rate on the Certificate Principal Balance (or Certificate Notional
      Balance) of such Group I Certificate immediately prior to such Distribution
      Date
      less such Group I Certificate’s share of any Net Interest Shortfall and the
      interest portion of any Realized Losses on the Group I Mortgage Loans allocated
      to such Certificate pursuant to Section 1.02. The Interest Distribution
      Amount with respect to each Class of Group I Certificates (other than the Class
      I-A-4 Certificates and Class I-M-3 Certificates) is calculated on the basis
      of a
      360-day year consisting of twelve 30-day months. The Interest Distribution
      Amount with respect to the Class I-A-4 Certificates and Class I-M-3 Certificates
      is calculated on the basis of a 360-day year and the actual number of days
      elapsed in the related Accrual Period. No Interest Distribution Amount will
      be
      payable with respect to any Class of Group I Certificates after the Distribution
      Date on which the outstanding Certificate Principal Balance (or Certificate
      Notional Balance) of such Group I Certificate has been reduced to
      zero.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and Loan Group I or Loan Subgroup II-1 or
      Loan
      Subgroup II-2, that portion of the Available Distribution Amount for such
      Distribution Date generally equal to (i) the sum, without duplication, of (a)
      all scheduled interest during the related Due Period with respect to the
      Mortgage Loans in the related Loan Group less the Servicing Fee, the Credit
      Risk
      Management Fee and the fee payable to any provider of lender-paid mortgage
      insurance, if any, (b) all Advances relating to interest with respect to the
      Mortgage Loans in the related Loan Group made on or prior to the related
      Remittance Date, (c) all Compensating Interest with respect to the Mortgage
      Loans in the related Loan Group and required to be remitted by the related
      Servicers or the Master Servicer pursuant to this Agreement or the Servicing
      Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
      and
      Subsequent Recoveries with respect to the Mortgage Loans in the related Loan
      Group collected during the related Prepayment Period (to the extent such
      Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all
      amounts relating to interest with respect to each Mortgage Loan in the related
      Loan Group repurchased by the Sponsor pursuant to Sections 2.02 and 2.03 and
      (f)
      all amounts in respect of interest paid by the Master Servicer pursuant to
      Section 10.01 to the extent remitted by the Master Servicer to the
      Distribution Account pursuant to this Agreement and minus (ii) all amounts
      required to be reimbursed by the Trust pursuant to Section 3.32 or as
      otherwise set forth in this Agreement or any Custodial Agreement.

     

    Interest
      Shortfall:
      With
      respect to any Distribution Date and Loan Group I or Loan Group II, the
      aggregate shortfall, if any, in collections of interest (adjusted to the related
      Net Mortgage Rates) on Mortgage Loans in the related Loan Group resulting from
      (a) Principal Prepayments in full received during the related Prepayment Period,
      (b) partial Principal Prepayments received during the related Prepayment Period
      to the extent applied prior to the Due Date in the month of the Distribution
      Date and (c) interest payments on certain of the Mortgage Loans in the related
      Loan Group being limited pursuant to the provisions of the Relief
      Act.

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of January 31, 2007, as amended and supplemented
      from time to time, between the Group I Swap Provider and the Trustee, as trustee
      on behalf of the Supplemental Interest Trust, or the Group II Swap Provider
      and
      the Trustee, as trustee on behalf of the Supplemental Interest Trust, as
      applicable.

     

    Last
      Scheduled Distribution Date:
      The
      Distribution Date in February 2037.

     

    Latest
      Possible Maturity Date:
      The
      second Distribution Date following the final scheduled maturity date of the
      related Mortgage Loan in the Trust Fund having the latest scheduled maturity
      date as of the Cut-off Date. For purposes of the Treasury Regulations under
      Code
      Section 860A through 860G, the latest possible maturity date of each
      regular interest issued by REMIC IA, REMIC IB, REMIC IC, REMIC ID,
      REMIC IE, REMIC IF, REMIC IIA, REMIC IIB, REMIC IIC, REMIC IID, REMIC IIE and
      REMIC IIF shall be the Latest Possible Maturity Date.

     

    LIBOR
      Business Day:
      Shall
      mean any day other than a Saturday or a Sunday or a day on which banking
      institutions in the State of New York or in the city of London, England are
      required or authorized by law to be closed.

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day before the first day of the related Accrual
      Period.

     

    Liquidated
      Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that has been
      liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
      or other realization as provided by applicable law governing the real property
      subject to the related Mortgage and any security agreements and as to which
      the
      related Servicer has certified in the related Prepayment Period in writing
      to
      the Securities Administrator that it has made a Final Recovery
      Determination.

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
      and Servicing Advances and all expenses of liquidation, including property
      protection expenses and foreclosure and sale costs, including court and
      reasonable attorneys fees.

     

    Loan
      Group:
      Either
      of Loan Group I or Loan Group II. “Loan Group I” refers to the Group I Mortgage
      Loans and “Loan Group II” refers to the Group II Mortgage Loans.

     

    Loan-to-Value
      Ratio:
      The
      fraction, expressed as a percentage, the numerator of which is the original
      principal balance of the Mortgage Loan and the denominator of which is the
      Appraised Value of the related Mortgaged Property.

     

    Loan
      Subgroup:
      Either
      of subgroup II-1 or subgroup II-2. “Loan Subgroup II-1” refers to the Group II-1
      Mortgage Loans and “Loan Subgroup II-2” refers to the Group II-2 Mortgage
      Loans.

     

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

     

    Majority
      Class II-X Certificateholder:
      The
      Holder of a 50.01% or greater Percentage Interest in the Class II-X
      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
      or Affiliates.

     

    Master
      Servicer Default:
      One or
      more of the events described in Section 8.01(b).

     

    Master
      Servicer Fee Rate:
      With
      respect to each Mortgage Loan, for a period of one full month, equal to
      one-twelfth of the product of (a) 1 basis point (0.010%) and (b) the Stated
      Principal Balance of such Mortgage Loan. Such fee will be payable monthly,
      computed on the basis of the same principal amount and period with respect
      to
      which any related interest payment on such Mortgage Loan is computed. The
      obligation to pay the Master Servicer Fee will be limited to, and the master
      servicing fee will be payable from, the interest portion of such monthly
      payments collected.

     

    Master
      Servicing Fee:
      With
      respect to each Mortgage Loan, the amount of the annual master servicing fee
      that shall be paid to the Master Servicer.

     

    Master
      Servicing Compensation:
      As
      defined in Section 4.12.

     

    Maximum
      Interest Rate:
      With
      respect to any Distribution Date and the Group II Offered Certificates, the
      Group II-1 Maximum Interest Rate, the Group II-2 Maximum Interest Rate or the
      Mezzanine Maximum Interest Rate, as applicable.

     

    Maximum
      Mortgage Interest Rate:
      With
      respect to each Group II Mortgage Loan, the percentage set forth in the related
      Mortgage Note as the maximum interest rate.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    Mezzanine
      Maximum Interest Rate:
      With
      respect to any Distribution Date and the Group II Mezzanine Certificates, an
      annual rate equal to the weighted average of the Group II-1 Maximum Interest
      Rate and the Group II-2 Maximum Interest Rate weighted on the basis of the
      Stated Principal Balance of the Group II-1 Mortgage Loans and Group II-2
      Mortgage Loans as of the first day of the related Due Period. 

     

    MIN:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

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

     

    Minimum
      Servicing Requirements:
      With
      respect to a successor to GMACM appointed pursuant to Section 7.06(a)
      hereunder:

     

    (i)  the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

    (ii)  the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    MOM
      Loan:
      Any
      Mortgage Loan as to which MERS is acting as the mortgagee of such Mortgage
      Loan,
      solely as nominee for the originator of such Mortgage Loan and its successors
      and assigns, at the origination thereof.

     

    Monthly
      Excess Cashflow:
      With
      respect to any Distribution Date and the Group II Certificates, means the sum
      of
      (a) the Monthly Excess Interest, (b) the Overcollateralization Release Amount,
      if any, for such Distribution Date, and (c) the Principal Remittance Amount
      remaining following payments of the Principal Payment Amount to the Group II
      Senior Certificates and Group II Mezzanine Certificates.

     

    Monthly
      Excess Interest:
      With
      respect to any Distribution Date and the Group II Certificates, the excess
      of
      (x) the Interest Remittance Amount for such Distribution Date over (y) the
      sum
      of Current Interest and Carryforward Interest on the Group II Senior
      Certificates and Group II Mezzanine Certificates for such Distribution
      Date.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 5.08.

     

    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 ownership interest in an estate in fee simple in real property securing
      a Mortgage Note.

     

    Mortgage
      File:
      The
      Mortgage Loan Documents pertaining to a particular Mortgage Loan and any
      additional documents delivered to the Trustee or the Custodian on behalf of
      the
      Trustee to be added to the Mortgage File pursuant to this
      Agreement.

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

    Mortgage
      Loans:
      Such of
      the Mortgage Loans transferred and assigned to the Trustee pursuant to the
      provisions hereof, as from time to time are held as a part of the Trust Fund
      (including any REO Property), the mortgage loans so held being identified in
      the
      Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
      title of the related Mortgaged Property.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of January 31, 2007, between the
      Sponsor, as seller and the Depositor, as purchaser, a form of which is attached
      hereto as Exhibit
      C.

     

    Mortgage
      Loan Purchase Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Mortgage Loans of a Loan Group pursuant to
      Section 10.01.

     

    Mortgage
      Loan Schedule:
      The
      list of Mortgage Loans (as from time to time amended by the Servicers to reflect
      the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
      Loans pursuant to the provisions of this Agreement) transferred to the Trustee
      as part of the Trust Fund and from time to time subject to this Agreement,
      the
      initial Mortgage Loan Schedule being attached hereto as Exhibit
      B,
      setting
      forth the following information with respect to each Mortgage Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  the
      Mortgage Rate in effect as of the Cut-off Date;

     

    (iii)  the
      Servicing Fee Rate;

     

    (iv)  the
      Net
      Mortgage Rate in effect as of the Cut-off Date;

     

    (v)  the
      maturity date;

     

    (vi)  the
      original principal balance;

     

    (vii)  the
      Cut-off Date Principal Balance;

     

    (viii)  the
      original term;

     

    (ix)  the
      remaining term;

     

    (x)  the
      property type;

     

    (xi)  the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xii)  with
      respect to each MOM Loan, the related MIN;

     

    (xiii)  the
      Custodian; 

     

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


     

    (xv)  with
      respect to each Group II Mortgage Loan, the first Adjustment Date; 

     

    (xvi)  with
      respect to each Group II Mortgage Loan, the Gross Margin; 

     

    (xvii)  with
      respect to each Group II Mortgage Loan, the Maximum Mortgage Interest Rate
      under
      the terms of the Mortgage Note;

     

    (xviii)  with
      respect to each Group II Mortgage Loan, the Minimum Mortgage Interest Rate under
      the terms of the Mortgage Note;

     

    (xix)  with
      respect to each Group II Mortgage Loan, the Periodic Rate Cap;

     

    (xx)  with
      respect to each Group II Mortgage Loan, the first Adjustment Date immediately
      following the Cut-off Date;

     

    (xxi)  with
      respect to each Group II Mortgage Loan, the related Index;

     

    (xxii)  the
      related Loan Group; and

     

    (xxiii)  the
      Servicer.

     

    Such
      schedule shall also set forth the aggregate Cut-off Date Principal Balance
      for
      all of the Mortgage Loans.

     

    Mortgage
      Note:
      The
      original executed note or other evidence of indebtedness of a Mortgagor under
      a
      Mortgage Loan.

     

    Mortgage
      Rate:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note, which rate with respect to each Group II Mortgage Loan (A) as
      of
      any date of determination until the first Adjustment Date following the Cut-off
      Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage
      Rate in effect immediately following the Cut-off Date and (B) as of any date
      of
      determination thereafter shall be the rate as adjusted on the most recent
      Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided
      in
      the Mortgage Note, of the related Index, as most recently available as of a
      date
      prior to the Adjustment Date as set forth in the related Mortgage Note, plus
      the
      related Gross Margin; provided that the Mortgage Rate on such adjustable rate
      Mortgage Loan on any Adjustment Date shall never be more than the lesser of
      (i)
      the sum of the Mortgage Rate in effect immediately prior to the Adjustment
      Date
      plus the related Periodic Rate Cap, if any, and (ii) the related Maximum
      Mortgage Interest Rate, and shall never be less than the greater of (i) the
      Mortgage Interest Rate in effect immediately prior to the Adjustment Date less
      the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate.
      With
      respect to each Mortgage Loan that becomes an REO Property, as of any date
      of
      determination, the annual rate determined in accordance with the immediately
      preceding sentence as of the date such Mortgage Loan became an REO
      Property.

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Funds Cap:
      With
      respect to any Distribution Date and the Group II-1 Certificates, a fraction,
      expressed as a percentage, the numerator of which is the product of (I) (a)
      the
      related Optimal Interest Remittance Amount for such Distribution Date, minus
      (b)
      the sum of (1) the Group II-1 Allocation Percentage of any Group II Net Swap
      Payment payable to the Group II Swap Provider on such Distribution Date, and
      (2)
      the Group II-1 Allocation Percentage of any Swap Termination Payment (unless
      such payment is the result of a Swap Provider Trigger Event and to the extent
      not paid by the Securities Administrator from any upfront payment received
      pursuant to any replacement interest rate swap agreement that may be entered
      into by the Supplemental Interest Trust Trustee) payable to the Group II Swap
      Provider on such Distribution Date, and (II) 12, and the denominator of which
      is
      the outstanding aggregate Stated Principal Balance of the Group II-1 Mortgage
      Loans for the immediately preceding Distribution Date, multiplied by a fraction,
      the numerator of which is 30 and the denominator of which is the actual number
      of days elapsed in the immediately preceding Interest Accrual Period. For
      federal income tax purposes, with respect to any Distribution Date and the
      REMIC
      IIC Regular Interests, ownership of which is evidenced by the Group II-1
      Certificates, the equivalent of such rate shall be expressed as the weighted
      average of the Uncertificated REMIC IIB Pass-Through Rate on REMIC IIB Regular
      Interest LTII-1GRP, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC IIB Regular Interest.

     

    With
      respect to any Distribution Date and the Group II-2 Certificates, a fraction,
      expressed as a percentage, the numerator of which is the product of (I) (a)
      the
      related Optimal Interest Remittance Amount for such Distribution Date, minus
      (b)
      the sum of (1) the Group II-2 Allocation Percentage of any Group II Net Swap
      Payment payable to the Group II Swap Provider on such Distribution Date and
      (2)
      the Group II-2 Allocation Percentage of any Swap Termination Payment (unless
      such payment is the result of a Swap Provider Trigger Event and to the extent
      not paid by the Securities Administrator from any upfront payment received
      pursuant to any replacement interest rate swap agreement that may be entered
      into by the Supplemental Interest Trust Trustee) payable to the Group II Swap
      Provider on such Distribution Date, and (II) 12, and the denominator of which
      is
      the outstanding aggregate Stated Principal Balance of the Group II-2 Mortgage
      Loans for the immediately preceding Distribution Date, multiplied by a fraction,
      the numerator of which is 30 and the denominator of which is the actual number
      of days elapsed in the immediately preceding Interest Accrual Period. For
      federal income tax purposes, with respect to any Distribution Date and the
      REMIC
      IIC Regular Interests, ownership of which is evidenced by the Group II-2
      Certificates, the equivalent of such rate shall be expressed as the weighted
      average of the Uncertificated REMIC IIB Pass-Through Rate on REMIC IIB Regular
      Interest LTII-2GRP, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC IIB Regular Interest.

     

    With
      respect to any Distribution Date and the Group II Mezzanine Certificates, a
      per
      annum rate equal to the weighted average (weighted on the basis of the results
      of subtracting from the outstanding Aggregate Loan Group Balance of each loan
      group as of the first day of the related Due Period the current aggregate
      Certificate Principal Balance of the related Group II Senior Certificates)
      of
      the Net Funds Cap for the Group II-1 Certificates and the Net Funds Cap for
      the
      Group II-2 Certificates. For federal income tax purposes, with respect to any
      Distribution Date and the REMIC IIC Regular Interests, ownership of which is
      evidence by the Group II-2 Certificates, the equivalent of such rate shall
      be
      expressed as the weighted average of the Uncertificated REMIC IIB Pass-Through
      Rate on REMIC IIB Regular Interest LTII-1SUB and REMIC IIB Regular Interest
      LTII-2SUB (subject to a cap and a floor equal to the Uncertificated REMIC IIB
      Pass-Through Rate on REMIC IIB Regular Interest LTII-1GRP and the Uncertificated
      REMIC IIB Pass-Through Rate on REMIC IIB Regular Interest LTII-2GRP,
      respectively), weighted on the basis of the Uncertificated Principal Balance
      of
      each such REMIC IIB Regular Interest

     

    Net
      Interest Shortfalls:
      With
      respect to any Distribution Date and Loan Group I, Interest Shortfalls net
      of
      payments by the Servicers or the Master Servicer in respect of Compensating
      Interest 

     

    Net
      Liquidation Proceeds:
      With
      respect to a Mortgage Loan are Liquidation Proceeds net of unreimbursed advances
      by the related servicer and advances and expenses incurred by the related
      servicer in connection with the liquidation of such Mortgage Loan and the
      related Mortgaged Property.

     

    Net
      Monthly Excess Cashflow:
      with
      respect to any Distribution Date and the Group I Certificates, means the sum
      of
      (a) any Overcollateralization Reduction Amount and (b) the excess of (x) the
      Available Distribution Amount for such Distribution Date over (y) the sum for
      such Distribution Date of (A) the aggregate Senior Interest Distribution Amounts
      payable to the Group I Senior Certificates and the aggregate Interest
      Distribution Amounts payable to the Group I Mezzanine Certificates on that
      Distribution Date, (B) the Principal Funds for that Distribution Date and (C)
      any Group I Net Swap Payments to the extent described in this prospectus
      supplement or Swap Termination Payments (not caused by a Swap Provider Trigger
      Event) owed to the Group I Swap Provider.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the related
      Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master
      Servicer Fee Rate and (iii) the rate at which the fee payable to any provider
      of
      lender-paid mortgage insurance is calculated, if applicable.

     

    Net
      Swap Payment:
      The
      Group I Net Swap Payment or the Group II Net Swap Payment, as
      applicable.

     

    Net
      WAC Pass-Through Rate:
      With
      respect to each Distribution Date and the Group I Offered Certificates (other
      than the Class I-A-4 Certificates), a per annum rate (adjusted in the case
      of
      the Class I-M-3 Certificates for the actual number of days elapsed in the
      related Interest Accrual Period) equal to the weighted average of the Net
      Mortgage Rates of the Group I Mortgage Loans as of the first day of the related
      Due Period. For federal income tax purposes, with respect to any Distribution
      Date, the equivalent of such rate shall be expressed as the weighted average
      of
      the Uncertificated REMIC IB Pass-Through Rate on REMIC IB Regular
      Interest LTI-NSC, weighted on the basis of the Uncertificated Principal Balance
      of such REMIC IB Regular Interest (adjusted in the case of the Class I-M-3
      Certificates for the actual number of days elapsed in the related Interest
      Accrual Period).

     

    With
      respect to each Distribution Date and the Class I-A-4 Certificates, a per annum
      rate equal to the excess of (a) the weighted average of the Net Mortgage Rates
      of the Group I Mortgage Loans as of the first day of the related Due Period
      over
      (b) the sum of (i) the product of (x) any Group I Net Swap Payment owed to
      the
      Group I Swap Provider on such Distribution Date divided by the Certificate
      Principal Balance of the Class I-A-4 Certificates immediately prior to the
      such
      Distribution Date and (y) 12 and (ii) the product of (x) any Swap Termination
      Payment (other than any Swap Termination Payment resulting from a Swap Provider
      Trigger Event), payable by the supplemental interest trust on such Distribution
      Date, divided by the Certificate Principal Balance of the Class I-A-4
      Certificates immediately prior to the such Distribution Date and (y) 12. The
      Net
      WAC Pass-Through Rate applicable to the Class I-A-4 Certificates will be
      adjusted on an actual/360 basis. For federal income tax purposes, with respect
      to any Distribution Date, and the REMIC IIC Regular Interest, the ownership
      of
      which is represented by the Class I-A-4 Certificates, the Net Funds Cap shall
      be
      expressed as the weighted average of the Uncertificated REMIC IB
      Pass-Through Rate on REMIC IB Regular Interest LTI-SC, weighted on the
      basis of the Uncertificated Principal Balance of such REMIC IB Regular
      Interest, adjusted to an effective rate reflecting the accrual of interest
      on an
      actual/360 basis.

     

    Net
      WAC Rate Carryover Amount:
      With
      respect to each Class of Group I Senior Certificates and Group I Mezzanine
      Certificates and any Distribution Date on which the related Pass-Through Rate
      is
      reduced by the related Net WAC Pass-Through Rate, an amount equal to the sum
      of
      (i) the excess of (x) the amount of interest such Class would have been entitled
      to receive on such Distribution Date if the Pass-Through Rate applicable to
      such
      Class would not have been reduced by the related Net WAC Pass-Through Rate
      on
      such Distribution Date over (y) the amount of interest paid on such Distribution
      Date to such Class plus (ii) the related Net WAC Rate Carryover Amount for
      the
      previous Distribution Date not previously distributed to such
      Class.

     

    Net
      WAC Reserve Fund:
      Shall
      mean the segregated non-interest bearing trust account created and maintained
      by
      the Securities Administrator pursuant to Section 5.12 hereof.

     

    Non-Book-Entry
      Certificate:
      Any
      Certificate other than a Book-Entry Certificate.

     

    Nonrecoverable
      Advance:
      With
      respect to any Mortgage Loan, any portion of an Advance or Servicing Advance
      previously made or proposed to be made by the related Servicer pursuant to
      this
      Agreement or the Servicing Agreement, as applicable or the Master Servicer
      as
      Successor Servicer, that, in the good faith judgment of the related Servicer
      or
      the Master Servicer as Successor Servicer, will not or, in the case of a
      proposed Advance or Servicing Advance, would not, be ultimately recoverable
      by
      it from the related Mortgagor, related Liquidation Proceeds, Insurance Proceeds
      or otherwise.

     

    Notional
      Amount:
      For
      each Distribution Date shall be equal to the lesser of (a) the aggregate Stated
      Principal Balances of the Group I Mortgage Loans as of the last day of the
      related Due Period or the Aggregate Loan Balance of the Group II Mortgage Loans,
      as applicable, on the Business Day immediately preceding such Distribution
      Date
      and (b) the related Swap Notional Amount for such Distribution Date as set
      forth
      in the Swap Agreement.

     

    Officer’s
      Certificate:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
      Board, the President, a Vice President (however denominated), an Assistant
      Vice
      President, the Treasurer, the Secretary, or one of the assistant treasurers
      or
      assistant secretaries of the Depositor or the Trustee (or any other officer
      customarily performing functions similar to those performed by any of the above
      designated officers and also to whom, with respect to a particular matter,
      such
      matter is referred because of such officer’s knowledge of and familiarity with a
      particular subject) or (ii), if provided for in this Agreement, signed by an
      Authorized Servicer Representative, as the case may be, and delivered to the
      Depositor, the Sponsor, the Master Servicer, the Securities Administrator and/or
      the Trustee, as the case may be, as required by this Agreement.

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period) and the
      Class I-A-4 Certificates, the Class I-M-3 Certificates and the Group II
      Certificates, the rate determined by the Securities Administrator on the related
      Interest Determination Date on the basis of the rate for U.S. dollar deposits
      for one month that appears on Telerate Screen Page 3750 as of 11:00 a.m. (London
      time) on such Interest Determination Date. If such rate does not appear on
      such
      page (or such other page as may replace that page on that service, or if such
      service is no longer offered, such other service for displaying One-Month LIBOR
      or comparable rates as may be reasonably selected by the Securities
      Administrator), One-Month LIBOR for the applicable Accrual Period will be the
      Reference Bank Rate. If no such quotations can be obtained by the Securities
      Administrator and no Reference Bank Rate is available, One-Month LIBOR will
      be
      One-Month LIBOR applicable to the preceding Accrual Period. The establishment
      of
      One-Month LIBOR on each Interest Determination Date by the Securities
      Administrator and the Securities Administrator’s calculation of the rate of
      interest applicable to the Class I-A-4 Certificates, Class I-M-3 Certificates,
      Group II Senior Certificates and Group II Mezzanine Certificates for the related
      Accrual Period shall, in the absence of manifest error, be final and binding.
      With respect to the first Accrual period, One-Month LIBOR shall equal 5.3200%
      per annum.

     

    One-Year
      LIBOR: The
      per
      annum rate equal to the average of interbank offered rates for one-year U.S.
      dollar-denominated deposits in the London market based on quotations of major
      banks as published in The Wall Street Journal and most recently available as
      of
      the time specified in the related Mortgage Note.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Sponsor, the Master
      Servicer, the Depositor or a Servicer, reasonably acceptable to each addressee
      of such opinion; provided that with respect to Section 2.05, 7.05 or 11.01,
      or the interpretation or application of the REMIC Provisions, such counsel
      must
      (i) in fact be independent of the Sponsor, the Master Servicer Depositor and
      such Servicer, (ii) not have any direct financial interest in the Sponsor,
      the
      Depositor, the Master Servicer or such Servicer or in any affiliate of any
      of
      them, and (iii) not be connected with the Sponsor, the Depositor, the Master
      Servicer or such Servicer as an officer, employee, promoter, underwriter,
      trustee, partner, director or person performing similar functions.

     

    Optimal
      Interest Remittance Amount:
      With
      respect to any Distribution Date and the Group II Senior Certificates and Group
      II Mezzanine Certificates, will be equal to the excess of (i) the product of
      (1)(x) the weighted average of the Net Mortgage Rates of the Group II Mortgage
      Loans as of the first day of the related Due Period divided by (y) 12 and (2)
      the Aggregate Loan Balance of the Group II Mortgage Loans for the immediately
      preceding Distribution Date, over (ii) any expenses that reduce the Interest
      Remittance Amount relating to Loan Group II that did not arise as a result
      of a
      default or delinquency of the Group II Mortgage Loans or were not taken into
      account in computing the Expense Fee Rate.

     

    Optional
      Termination:
      The
      termination of a portion of the Trust Fund created hereunder as a result of
      the
      purchase of all of (i) the Group I Mortgage Loans and any related REO Property
      or (ii) the Group II Mortgage Loans and any related REO Property, as described
      in Section 10.01.

     

    Optional
      Termination Date:
      With
      respect to the Group I Mortgage Loans, the first Distribution Date on which
      the
      Master Servicer may purchase, at its option the Group I Mortgage Loans and
      related REO Properties as described in Section 10.01. With respect to the
      Group II Mortgage Loans, the first Distribution Date on which the Master
      Servicer may purchase, at its option the Group II Mortgage Loans and related
      REO
      Properties as described in Section 10.01.

     

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

     

    OTS
      Method:
      The
      method used by OTS to calculate delinquencies.

     

    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (a) Certificates
      theretofore canceled by the Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

     

    (b) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Securities Administrator pursuant to this
      Agreement.

     

    Outstanding
      Mortgage Loan:
      As of
      any date of determination, a Mortgage Loan with a Stated Principal Balance
      greater than zero that was not the subject of a Principal Prepayment in full,
      and that did not become a Liquidated Loan, prior to the end of the related
      Prepayment Period.

     

    Overcollateralization
      Deficiency Amount:
      With
      respect to any Distribution Date and the Group II Mortgage Loans, will be equal
      to the amount, if any, by which (x) the Targeted Overcollateralization Amount
      for such Distribution Date exceeds (y) the Group II Overcollateralization Amount
      for such Distribution Date, calculated for this purpose after giving effect
      to
      the reduction on such Distribution Date of the aggregate Certificate Principal
      Balance of the Group II Senior Certificates and Group II Mezzanine Certificates
      resulting from the payment of the Principal Remittance Amount on such
      Distribution Date, but prior to allocation of any Applied Loss Amount on such
      Distribution Date.

     

    Overcollateralization
      Increase Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the Required
      Overcollateralization Amount over (b) the Group I Overcollateralization Amount
      on such Distribution Date.

     

    Overcollateralization
      Reduction Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Funds for
      such
      Distribution Date and (y) the excess, if any, of (i) the Group I
      Overcollateralization Amount for such Distribution Date over (ii) the Required
      Overcollateralization Amount for such Distribution Date.

     

    Overcollateralization
      Release Amount:
      With
      respect to any Distribution Date, will be equal to the lesser of (x) the
      Principal Remittance Amount for such Distribution Date and (y) the amount,
      if
      any, by which (1) the Group II Overcollateralization Amount for such date,
      exceeds (2) the Targeted Overcollateralization Amount for such Distribution
      Date.

     

    Ownership
      Interest:
      As to
      any Certificate, any ownership interest in such Certificate including any
      interest in such Certificate as the Holder thereof and any other interest
      therein, whether direct or indirect, legal or beneficial.

     

    Pass-Through
      Rate:
      The
      Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2,
      Class I-M-3, Class I-X, Class II-1-A, Class II-2-A-1A, Class II-2-A-1B, Class
      II-2-A-2, Class II-2-A-3, Class II-2-A-4A, Class II-2-A-4B, II-M-1, Class
      II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7,
      Class II-M-8 and Class II-X Pass-Through Rate, as applicable.

     

    Payahead:
      Any
      Scheduled Payment intended by the related Mortgagor to be applied in a Due
      Period subsequent to the Due Period in which such payment was
      received.

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      With
      respect to any Certificate of a specified Class, the Percentage Interest set
      forth on the face thereof or the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of such Class.

     

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

     

    Permitted
      Investments:
      At any
      time, any one or more of the following obligations and securities:

     

    (i)  direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency thereof, provided
      such obligations are unconditionally backed by the full faith and credit of
      the
      United States;

     

    (ii)  general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by each Rating
      Agency, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)  commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency that rates such securities,
      or such lower rating as will not result in the downgrading or withdrawal of
      the
      ratings then assigned to the Certificates by each Rating Agency, as evidenced
      by
      a signed writing delivered by each Rating Agency;

     

    (iv)  certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities (including the Trustee or the Master
      Servicer in its commercial banking capacity), provided that the commercial
      paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company are then rated one of the two highest long-term and the highest
      short-term ratings of each such Rating Agency for such securities, or such
      lower
      ratings as will not result in the downgrading or withdrawal of the rating then
      assigned to the Certificates by any Rating Agency, as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)  demand
      or
      time deposits or certificates of deposit issued by any bank or trust company
      or
      savings institution to the extent that such deposits are fully insured by the
      FDIC;

     

    (vi)  guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation containing, at the time of the issuance of such agreements, such
      terms and conditions as will not result in the downgrading or withdrawal of
      the
      rating then assigned to the Certificates by any such Rating Agency, as evidenced
      by a signed writing delivered by each Rating Agency;

     

    (vii)  repurchase
      obligations with respect to any security described in clauses (i) and (ii)
      above, in either case entered into with a depository institution or trust
      company (acting as principal) described in clause (v) above;

     

    (viii)  securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have one
      of
      the two highest long term ratings of each Rating Agency, or such lower rating
      as
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      the Certificates by any Rating Agency, as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (ix)  units
      of
      money market funds registered under the Investment Company Act of 1940 including
      funds managed or advised by the Trustee, the Master Servicer or an affiliate
      of
      either, having a rating by S&P of AAAm-G or AAAm, if rated by Moody’s, rated
      Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3;

     

    (x)  short
      term investment funds sponsored by any trust company or banking association
      incorporated under the laws of the United States or any state thereof (including
      any such fund managed or advised by the Trustee, the Master Servicer or any
      affiliate thereof) which on the date of acquisition has been rated by each
      Rating Agency in their respective highest applicable rating category or such
      lower rating as will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by each Rating Agency, as evidenced by a
      signed writing delivered by each Rating Agency; and

     

    (xi)  such
      other investments having a specified stated maturity and bearing interest or
      sold at a discount acceptable to each Rating Agency as will not result in the
      downgrading or withdrawal of the rating then assigned to the Certificates by
      any
      Rating Agency, as evidenced by a signed writing delivered by each Rating Agency,
      as evidenced by a signed writing delivered by each Rating Agency;

     

    provided,
      however, that no instrument described hereunder shall evidence either the right
      to receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    Permitted
      Transferee:
      Any
      person other than (i) the United States, any State or political subdivision
      thereof, any possession of the United States or any agency or instrumentality
      of
      any of the foregoing, (ii) a foreign government, International Organization
      or
      any agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in Section 521 of the Code)
      that is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by Section 511 of the Code on unrelated business taxable income) on
      any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
      respect to any Residual Certificate, (iv) rural electric and telephone
      cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person
      that is not a citizen or resident of the United States, a corporation,
      partnership (other than a partnership that has any direct or indirect foreign
      partners) or other entity (treated as a corporation or a partnership for federal
      income tax purposes), created or organized in or under the laws of the United
      States, any state thereof or the District of Columbia, an estate whose income
      from sources without the United States is includible in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States, 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 United States persons have authority
      to control all substantial decisions of the trustor and (vi) any other Person
      based upon an Opinion of Counsel (which shall not be an expense of the Trustee)
      that states that the Transfer of an Ownership Interest in a Residual Certificate
      to such Person may cause any REMIC to fail to qualify as a REMIC at any time
      that any Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions. A corporation will not be
      treated as an instrumentality of the United States or of any State or political
      subdivision thereof for these purposes 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 government unit.

     

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

     

    Prepayment
      Assumption:
      The
      assumed rate of prepayment, as described in the Prospectus Supplement relating
      to each Class of Publicly Offered Certificates.

     

    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 Mortgage
      Loan pursuant to the terms of the related Mortgage Note (other than any Servicer
      Prepayment Charge Payment Amount) as shown on the Prepayment Charge
      Schedule.

     

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

     

    
      	 	
              (i)

            	
              the
                Mortgage 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 Mortgage
                Loan;

            
	 	 	 
	 	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 	 
	 	
              (v)

            	
              the
                original Stated Principal Balance of the related Mortgage Loan;
                and

            
	 	 	 
	 	
              (vi)

            	
              the
                Stated Principal Balance of the related Mortgage Loan as of the Cut-off
                Date.

            


    

    


    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, for each Mortgage Loan that was the subject
      of
      a Principal Prepayment in full during the related Prepayment Period, (other
      than
      a Principal Prepayment in full or in part resulting from the purchase of a
      Mortgage Loan pursuant to Section 2.02, 2.03, 3.24 or 10.01 hereof), the
      amount, if any, by which (i) one month’s interest at the applicable Net Mortgage
      Rate on the Stated Principal Balance of such Mortgage Loan immediately prior
      to
      such prepayment exceeds (ii) the amount of interest paid or collected in
      connection with such Principal Prepayment less the sum of (a) the related
      Servicing Fee, (b) the Master Servicer Fee and (c) the fee payable to any
      provider of lender-paid mortgage insurance, if any.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and the GMACM Mortgage Loans serviced by GMACM,
      the 14th
      day of
      the immediately preceding calendar month through the 13th
      day of
      the month in which such Distribution Date occurs. With respect to any
      Distribution Date and the Wells Fargo Mortgage Loans, as set forth in the
      Servicing Agreement.

     

    Principal
      Payment Amount:
      With
      respect to any Distribution Date and the Group II-1 Mortgage Loans and Group
      II-2 Mortgage Loans, the Principal Remittance Amount for such Distribution
      Date
      minus the Overcollateralization Release Amount, if any, for such Distribution
      Date, pro rata based on the Principal Remittance Amount derived from the related
      Group II Mortgage Loans.

     

    Principal
      Distribution Amount:
      With
      respect to each Distribution Date and the Group I Certificates, the sum of
      (i)
      Principal Funds for such Distribution Date, plus (ii) the Extra Principal
      Distribution Amount for such Distribution Date minus
      (iii)
      the amount of any Overcollateralization Reduction Amount for such Distribution
      Date. In no event will the Principal Distribution Amount with respect to any
      Distribution Date be (x) less than zero or (y) greater than the then outstanding
      aggregate Certificate Principal Balance of the Group I Senior Certificates
      and
      Group I Mezzanine Certificates.

     

    Principal
      Funds:
      With
      respect to any Distribution Date and Loan Group I, (i) the sum, without
      duplication, of (a) all scheduled principal collected during the related Due
      Period, (b) all Advances relating to principal made on or prior to the
      Remittance Date or, with respect to the Master Servicer or the Trustee on the
      Distribution Date, (c) Principal Prepayments exclusive of prepayment charges
      or
      penalties collected during the related Prepayment Period, (iii) the Stated
      Principal Balance of each Group I Mortgage Loan that was repurchased by the
      Sponsor pursuant to Sections 2.02, 2.03 and 3.24, (d) the aggregate of all
      Substitution Adjustment Amounts for the related Determination Date in connection
      with the substitution of Group I Mortgage Loans pursuant to
      Section 2.03(b), (e) amounts in respect of principal paid by the Master
      Servicer pursuant to Section 10.01 and (f) all Liquidation Proceeds and
      Subsequent Recoveries collected during the related Prepayment Period (to the
      extent such Liquidation Proceeds and Subsequent Recoveries relate to principal),
      in each case to the extent remitted by the Servicers to the Distribution Account
      pursuant to this Agreement minus (ii) all amounts required to be reimbursed
      by
      the Trust Fund pursuant to Section 3.32 or as otherwise set forth in this
      Agreement or the Custodial Agreement to the extent not reimbursed from the
      Interest Remittance Amount relating to Loan Group I.

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including Mortgage Loans purchased or repurchased under
      Sections 2.02, 2.03, 3.24 and 10.01 hereof) that is received in advance of
      its
      scheduled Due Date and is not accompanied by an amount as to interest
      representing scheduled interest due on any Due Date in any month or months
      subsequent to the month of prepayment. Partial Principal Prepayments shall
      be
      applied by the related Servicer in accordance with the terms of the related
      Mortgage Note.

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date and the Group II-1 Mortgage Loans and Group
      II-2 Mortgage Loans, (i) the sum, without duplication, of (a) the principal
      portion of all Scheduled Payments on the related Group II Mortgage Loans due
      during the related Due Period whether or not received on or prior to the related
      Determination Date, (b) the principal portion of all unscheduled collections
      (other than Payaheads) including Insurance Proceeds, Condemnation Proceeds
      and
      all full and partial Principal Prepayments exclusive of prepayment charges
      or
      penalties collected during the related Prepayment Period, to the extent applied
      as recoveries of principal on the related Group II Mortgage Loans, (c) the
      Stated Principal Balance of each related Group II Mortgage Loan that was
      repurchased by the Sponsor during the related Prepayment Period pursuant to
      Sections 2.02, 2.03 and 3.24, (d) the aggregate of all Substitution
      Adjustment Amounts received during the related Prepayment Period for the related
      Determination Date in connection with the substitution of Group II Mortgage
      Loans pursuant to Section 2.03(b), (e) amounts in respect of principal on
      the related Group II Mortgage Loans paid by the Master Servicer pursuant to
      Section 10.01, (f) all Liquidation Proceeds and Subsequent Recoveries with
      respect to the related Group II Mortgage Loans collected during the related
      Prepayment Period (to the extent such Liquidation Proceeds and Subsequent
      Recoveries relate to principal), in each case to the extent remitted by the
      Servicers to the Distribution Account pursuant to this Agreement and (g) the
      principal portion of Payaheads previously received of the related Group II
      Mortgage Loans and intended for application in the related Due Period minus
      (ii)
      all amounts required to be reimbursed by the Trust Fund pursuant to
      Sections 4.02, 4.05, 4.07 and 9.05 or as otherwise set forth in this
      Agreement or any Custodial Agreement.

     

    Private
      Certificate:
      Each of
      the Class I-X, Class I-P, Class I-R, Class I-R-X, Class II-X, Class II-P, Class
      II-R and Class II-R-X Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated January 29, 2007 relating to the offering of the
      Publicly Offered Certificates.

     

    Publicly
      Offered Certificates:
      Any
      Certificates other than the Private Certificates. 

     

    PUD:
      A
      planned unit development.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
      to Section 2.02, 2.03 or 3.24 hereof and as confirmed by an Officer’s
      Certificate from the Sponsor to the Trustee, an amount equal to the sum of
      (i)
      100% of the outstanding principal balance of the Mortgage Loan as of the date
      of
      such purchase plus, (ii) thirty (30) days’ accrued interest thereon at the
      applicable Net Mortgage Rate, plus any portion of the Servicing Fee, Servicing
      Advances and Advances payable to the related Servicer or Master Servicer, as
      applicable, with respect to such Mortgage Loan plus (iii) any costs and damages
      of the Trust Fund in connection with any violation by such Mortgage Loan of
      any
      abusive or predatory lending law, including any expenses incurred by the Trustee
      with respect to such Mortgage Loan prior to the purchase thereof.

     

    Rating
      Agency:
      Each of
      Moody’s and S&P. If any such organization or its successor is no longer in
      existence, “Rating Agency” shall be a nationally recognized statistical rating
      organization, or other comparable Person, designated by the Depositor, notice
      of
      which designation shall be given to the Trustee. References herein to a given
      rating category of a Rating Agency shall mean such rating category without
      giving effect to any modifiers.

     

    Realized
      Loss:
      With
      respect to each Mortgage Loan as to which a Final Recovery Determination has
      been made, an amount (not less than zero) equal to (i) the Stated Principal
      Balance of such Mortgage Loan as of the commencement of the calendar month
      in
      which the Final Recovery Determination was made, plus (ii) accrued interest
      from
      the Due Date as to which interest was last paid by the Mortgagor through the
      end
      of the calendar month in which such Final Recovery Determination was made,
      calculated in the case of each calendar month during such period (A) at an
      annual rate equal to the annual rate at which interest was then accruing on
      such
      Mortgage Loan and (B) on a principal amount equal to the Stated Principal
      Balance of such Mortgage Loan as of the close of business on the Distribution
      Date during such calendar month, minus (iii) the proceeds, if any, received
      in
      respect of such Mortgage Loan during the calendar month in which such Final
      Recovery Determination was made, net of amounts that are payable therefrom
      to a
      Servicer pursuant to this Agreement or the Servicing Agreement. To the extent
      a
      Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
      the
      amount of the Realized Loss with respect to that Mortgage Loan will be reduced
      to the extent that Subsequent Recoveries are applied to reduce the Certificate
      Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the Stated Principal Balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      minus
      (iii) the aggregate of all unreimbursed Advances and Servicing
      Advances.

     

    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    In
      addition, to the extent a Servicer receives Subsequent Recoveries with respect
      to any Mortgage Loan, the amount of the Realized Loss with respect to that
      Mortgage Loan will be reduced to the extent such Subsequent Recoveries are
      applied to reduce the Certificate Principal Balance of any Class of Certificates
      on any Distribution Date.

     

    Record
      Date:
      With
      respect to the Group I Certificates (other than the Class I-A-4 Certificates
      and
      Class I-M-3 Certificates), the Class II-P, Class II-X, Class II-R and Class
      II-R-X Certificates and any Distribution Date, the close of business on the
      last
      Business Day of the month preceding the month in which such Distribution Date
      occurs. With respect to the Class I-A-4 Certificates and Class I-M-3
      Certificates and the Group II Certificates (other than the Class II-X, Class
      II-P, Class II-R and Class II-R-X Certificates) and any Distribution Date,
      so
      long as such Certificates are Book-Entry Certificates, the Business Day
      preceding such Distribution Date, and otherwise, the close of business on the
      last Business Day of the month preceding the month in which such Distribution
      Date occurs.

     

    Reference
      Bank Rate:
      With
      respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
      if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
      for United States dollar deposits for one month that are quoted by the Reference
      Banks as of 11:00 a.m., New York City time, on the related Interest
      Determination Date to prime banks in the London interbank market for a period
      of
      one month in an amount approximately equal to the aggregate Certificate
      Principal Balance of the Class I-A-4 Certificates and the Class I-M-3
      Certificates or the Group II Offered Certificates, as applicable, for such
      Accrual Period, provided that at least two such Reference Banks provide such
      rate. If fewer than two offered rates appear, the Reference Bank Rate will
      be
      the arithmetic mean, rounded upwards, if necessary, to the nearest whole
      multiple of 0.03125%, of the rates quoted by one or more major banks in New
      York
      City, selected by the Securities Administrator, as of 11:00 a.m., New York
      City
      time, on such date for loans in United States dollars to leading European banks
      for a period of one month in amounts approximately equal to the aggregate
      Certificate Principal Balance of the Class I-A-4 Certificates and the Class
      I-M-3 Certificates or the Group II Offered Certificates, as
      applicable.

     

    Reference
      Banks:
      Shall
      mean leading banks selected by the Securities Administrator and engaged in
      transactions in Eurodollar deposits in the international Eurocurrency market
      (i)
      with an established place of business in London, (ii) which have been designated
      as such by the Securities Administrator and (iii) which are not controlling,
      controlled by, or under common control with, the Depositor, the Sponsor or
      the
      Servicer.

     

    Regular
      Certificate:
      Any
      Group I Regular Certificate or Group II Regular Certificate.

     

    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
      with respect to any Servicing Function Participant, the Servicing Criteria
      applicable to such party, as set forth on Exhibit
      L
      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 or
      the
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such party.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act of 2003, as amended from time to time or similar
      state or local laws.

     

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

     

    REMIC IA:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, consisting of (i) the Group I Mortgage Loans and all interest
      accruing and principal due with respect thereto after the Cut-off Date to the
      extent not applied in computing the Cut-off Date Principal Balance thereof
      and
      all related Prepayment Charges; (ii) the related Mortgage Files, (iii) the
      related Custodial Accounts (other than any amounts representing any Servicer
      Prepayment Charge Payment Amount), the related sub-account of the Distribution
      Account, the Class I-P Certificate Account and such assets that are deposited
      therein from time to time, together with any and all income, proceeds and
      payments with respect thereto; (iv) property that secured a Group I Mortgage
      Loan and has been acquired by foreclosure, deed in lieu of foreclosure or
      otherwise; (v) the mortgagee’s rights under the Insurance Policies with respect
      to the Group I Mortgage Loans; (vi) the rights under the Mortgage Loan Purchase
      Agreement to the extent of the Group I Mortgage Loans, and (vii) all proceeds
      of
      the foregoing, including proceeds of conversion, voluntary or involuntary,
      of
      any of the foregoing into cash or other liquid property. Notwithstanding the
      foregoing, however, REMIC IA specifically excludes (i) all payments and
      other collections of principal and interest due on the Group I Mortgage Loans
      on
      or before the Cut-off Date, (ii) all Prepayment Charges payable in connection
      with Principal Prepayments on the Group I Mortgage Loans made before the Cut-off
      Date, (iii) the Net WAC Reserve Fund, (iv) the Cap Contracts, (v) the Group
      I
      Swap Agreement, and (vi) the Supplemental Interest Trust.

     

    REMIC IA
      Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC IA
      issued hereunder and designated as a “regular interest” in REMIC IA. Each
      REMIC IA Regular Interest shall accrue interest at the related
      Uncertificated REMIC IA Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto. The
      designations for the respective REMIC IA Regular Interests are set forth in
      the Preliminary Statement hereto.

     

    REMIC IB:
      The
      segregated pool of assets consisting of all of the REMIC IA Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC IB
      Regular Interests pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC IB
      Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) the Uncertificated REMIC IB Pass-Through Rate for
      REMIC IB Regular Interest LTI-AA minus the Group I Marker Rate, divided by
      (b) 12.

     

    REMIC IB
      Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC IB Regular Interest LTI-AA, REMIC IB Regular
      Interest LTI-IA1, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular
      Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular
      Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular
      Interest LTI-IM3 and REMIC IB Regular Interest LTI-IZZ.

     

    REMIC IB
      Overcollateralization Amount:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Principal Balances of the REMIC IB Regular Interests minus (ii) the
      aggregate of the Uncertificated Principal Balances of REMIC IB Regular
      Interest LTI-IA1, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular
      Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular
      Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular
      Interest LTI-IM3 and REMIC IB Regular Interest LTI-IP, in each case as of
      such date of determination.

     

    REMIC IB
      Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      0.50% of aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Principal Balances of
      REMIC IB Regular Interest LTI-IA1, REMIC IB Regular Interest LTI-IA2,
      REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4,
      REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2
      and REMIC IB Regular Interest LTI-IM3 and the denominator of which is the
      aggregate of the Uncertificated Principal Balances of REMIC IB Regular
      Interest LTI-IA1, REMIC IB Regular Interest LTI-IA2, REMIC IB Regular
      Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4, REMIC IB Regular
      Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2, REMIC IB Regular
      Interest LTI-IM3 and REMIC IB Regular Interest LTI-IZZ.

     

    REMIC IB
      Regular Interests:
      REMIC IB Regular Interest LTI-AA, REMIC IB Regular Interest LTI-IA1,
      REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3,
      REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IM1,
      REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3,
      REMIC IB Regular Interest LTI-IZZ, REMIC IB Regular Interest LTI-IP,
      REMIC IB Regular Interest LTI-SC, REMIC IB Regular Interest LTI-NSC,
      REMIC IB Regular Interest LTI-IXX and REMIC IB Regular Interest
      LTI-I-IO.

     

    REMIC IB
      Regular Interest LTI-AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-AA shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IA1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IA1
      shall
      accrue interest at the related Uncertificated REMIC IB Pass-Through Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Principal Balance as set forth in the
      Preliminary
      Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IA2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IA2 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IA3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IA3 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IA4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IA4 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-I-IO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-I-IO shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time,
      subject to the terms and conditions hereof.

     

    REMIC IB
      Regular Interest LTI-IM1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IM1 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IM2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IM2 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IM3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IM3 shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-NSC:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-NSC shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-SC:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-SC shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IP shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Principal Balance as set forth in the
      Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IXX:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IXX shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IB
      issued hereunder and designated as a Regular Interest in REMIC IB.
      REMIC IB Regular Interest LTI-IZZ shall accrue interest at the related
      Uncertificated REMIC IB Pass-Through Rate in effect from time to time, and
      shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    REMIC IB
      Regular Interest LTI-IZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC IB Pass-Through Rate applicable to REMIC IB
      Regular Interest LTI-IZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IZZ minus
      the REMIC IB Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) the Uncertificated Accrued Interest on
      REMIC IB Regular Interest LTI-IA1, REMIC IB Regular Interest LTI-IA2,
      REMIC IB Regular Interest LTI-IA3, REMIC IB Regular Interest LTI-IA4,
      REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2
      and REMIC IB Regular Interest LTI-IM3 for such Distribution Date, with the
      rate on each such REMIC IB Regular Interest subject to a cap equal to the
      related Pass-Through Rate; provided, however, that for this purpose, the
      calculation of the Uncertificated REMIC IB Pass-Through Rate and the
      related cap with respect to REMIC IB Regular Interest LTI-IA4 and
      REMIC IB Regular Interest LTI-IM3 shall be multiplied by a fraction, the
      numerator of which is the actual number of days in the Accrual Period and the
      denominator of which is thirty (30).

     

    REMIC IB
      SC
      Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC IB Regular Interest LTI-SC, REMIC IB Regular
      Interest LTI-NSC and REMIC IB Regular Interest LTI-IXX.

     

    REMIC IB
      Required Overcollateralization Amount:
      0.50%
      of the Required Overcollateralization Amount.

    REMIC
      IC:
      The
      segregated pool of assets consisting of all of the REMIC IB Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC IC
      Certificateholders pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IC Certificate:
      Any
      Group I Regular Certificate (other than the Class I-X Certificates and the
      Class
      I-P certificates) or Class I-R Certificate.

     

    REMIC
      IC Certificateholder:
      The
      Holder of any REMIC IC Certificate.

     

    REMIC
      IC Regular Interest:
      Any of
      the Class I-X Interest, Class I-P Interest, Class I-IO Interest, and any
“regular interest” in REMIC IC the ownership of which is represented by a Group
      I Senior Certificate or Group I Subordinate Certificate.

     

    REMIC
      ID:
      The
      segregated pool of assets consisting of all the Class I-X Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class I-X
      Certificates and the Class I-R-X Certificate (in respect of the Class R-1D
      Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IE:
      The
      segregated pool of assets consisting of all of the Class I-P Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class I-P
      Certificates and the Holders of the Class I-R-X Certificate (in respect of
      the
      Class R-1E Interest), pursuant to Section 2.07 hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IF:
      The
      segregated pool of assets consisting of all of the Class I-IO Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of REMIC IF Regular
      Interest Swap-IO and the Holders of the Class I-R-X Certificate (in respect
      of
      the Class R-1F Interest), pursuant to Section 2.07, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IF Regular Interest Swap-IO:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      Regular Interest in REMIC IF for purposes of the REMIC Provisions.

     

    REMIC
      IIA:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, consisting of (i) the Group II Mortgage Loans and all interest
      accruing and principal due with respect thereto after the Cut-off Date to the
      extent not applied in computing the Cut-off Date Principal Balance thereof
      and
      all related Prepayment Charges; (ii) the related Mortgage Files, (iii)
the
      related Custodial Account (other than any amounts representing any Servicer
      Prepayment Charge Payment Amount), the related sub-account of the Distribution
      Account, the Class II-P Certificate Account and such assets that are deposited
      therein from time to time, together with any and all income, proceeds and
      payments with respect thereto; (iv) property that secured a Group II Mortgage
      Loan and has been acquired by foreclosure, deed in lieu of foreclosure or
      otherwise; (v) the mortgagee’s rights under the Insurance Policies with respect
      to the Group II Mortgage Loans; (vi) the rights under the related Mortgage
      Loan
      Purchase Agreement with respect to the Group II Mortgage Loans, and (vii) all
      proceeds of the foregoing, including proceeds of conversion, voluntary or
      involuntary, of any of the foregoing into cash or other liquid property.
Notwithstanding
      the foregoing, however, REMIC IIA specifically excludes (i) all payments and
      other collections of principal and interest due on the Group II Mortgage Loans
      on or before the Cut-off Date, (ii) all Prepayment Charges payable in connection
      with Principal Prepayments on the Group II Mortgage Loans made before the
      Cut-off Date, (iii) the Basis Risk Shortfall Reserve Fund, (iv) the Group II
      Swap Agreement and (v) the Supplemental Interest Trust.

     

    REMIC
      IIA Group II-1 Regular Interests:
      REMIC
      IIA Regular Interest I and REMIC IIA Regular Interest I-1-A through REMIC IIA
      Regular Interest I-60-B as designated in the Preliminary Statement
      hereto.

     

    REMIC
      IIA Group II-2 Regular Interests:
      REMIC
      IIA Regular Interest II and REMIC IIA Regular Interest II-1-A through REMIC
      I
      Regular Interest II-60-B as designated in the Preliminary Statement
      hereto.

     

    REMIC
      IIA Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC IIA issued
      hereunder and designated as a “regular interest” in REMIC IIA. Each REMIC IIA
      Regular Interest shall accrue interest at the related Uncertificated REMIC
      IIA
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto. The designations for the respective
      REMIC IIA Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    REMIC
      IIB:
      The
      segregated pool of assets consisting of all of the REMIC IIA Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC
      IIB Regular Interests and the Holders of the Class II-R Certificates (as holders
      of the Class R-2B Interest), pursuant to Article II hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IIB Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate Stated Principal Balance of the Group II Mortgage Loans and related
      REO Properties then outstanding and (ii) the Uncertificated REMIC IIB
      Pass-Through Rate for REMIC IIB Regular Interest LTII-AA minus the Group II
      Marker Rate, divided by (b) 12.

     

    REMIC
      IIB Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC IIB Regular Interest LTII-AA, REMIC IIB Regular Interest
      LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A, REMIC IIB Regular Interest
      LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2, REMIC IIB Regular Interest
      LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A, REMIC IIB Regular Interest
      LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB Regular Interest
      LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB Regular Interest
      LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB Regular Interest
      LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7, REMIC IIB Regular Interest
      LTII-IIM8 and REMIC IBI Regular Interest LTII-ZZ.

     

    REMIC
      IIB Overcollateralization Amount:
      With
      respect to any date of determination, (i) the 50% of the aggregate
      Uncertificated Principal Balances of the REMIC IIB Regular Interests minus
      (ii)
      the aggregate of the Uncertificated Principal Balances of REMIC IIB Regular
      Interest LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A, REMIC IIB Regular
      Interest LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2, REMIC IIB Regular
      Interest LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A, REMIC IIB Regular
      Interest LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB Regular
      Interest LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB Regular
      Interest LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB Regular
      Interest LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7, REMIC IIB Regular
      Interest LTII-IIM8 and REMIC IIB Regular Interest LTII-IIP, in each case as
      of
      such date of determination.

     

    REMIC
      IIB Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate 50% of the Stated Principal Balance of the Group II Mortgage Loans
      and
      related REO Properties then outstanding and (ii) 1 minus a fraction, the
      numerator of which is two times the aggregate of the Uncertificated Principal
      Balances of REMIC IIB Regular Interest LTII-IA1, REMIC IIB Regular Interest
      LTII-IIA1A, REMIC IIB Regular Interest LTII-IIA1B, REMIC IIB Regular Interest
      LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3, REMIC IIB Regular Interest
      LTII-IIA4A, REMIC IIB Regular Interest LTII-IIA4B, REMIC IIB Regular Interest
      LTII-IIM1, REMIC IIB Regular Interest LTII-IIM2, REMIC IIB Regular Interest
      LTII-IIM3, REMIC IIB Regular Interest LTII-IIM4, REMIC IIB Regular Interest
      LTII-IIM5, REMIC IIB Regular Interest LTII-IIM6, REMIC IIB Regular Interest
      LTII-IIM7, REMIC IIB Regular Interest LTII-IIM8 and REMIC IIB Regular Interest
      LTII-ZZ.

     

    REMIC
      IIB Regular Interests:
      REMIC
      IIB Regular Interest LTII-AA, REMIC IIB Regular Interest LTII-IA1, REMIC IIB
      Regular Interest LTII-IIA1A, REMIC IIB Regular Interest LTII-IIA1B, REMIC IIB
      Regular Interest LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3, REMIC IIB
      Regular Interest LTII-IIA4A, REMIC IIB Regular Interest LTII-IIA4B, REMIC IIB
      Regular Interest LTII-IIM1, REMIC IIB Regular Interest LTII-IIM2, REMIC IIB
      Regular Interest LTII-IIM3, REMIC IIB Regular Interest LTII-IIM4, REMIC IIB
      Regular Interest LTII-IIM5, REMIC IIB Regular Interest LTII-IIM6, REMIC IIB
      Regular Interest LTII-IIM7, REMIC IIB Regular Interest LTII-IIM8, REMIC IIB
      Regular Interest LTII-ZZ and REMIC IIB Regular Interest LTII-IIP.

     

    REMIC
      IIB Regular Interest LTII-AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-AA shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IA1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IA1 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA1A:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA1A shall accrue interest at the related Uncertificated REMIC
      IIB Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA1B:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA1B shall accrue interest at the related Uncertificated REMIC
      IIB Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA2 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA3 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA4A:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA4A shall accrue interest at the related Uncertificated REMIC
      IIB Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIA4B:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIA4B shall accrue interest at the related Uncertificated REMIC
      IIB Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM1 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM2 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM3 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM4 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM5 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM6 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM7 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIM8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIM8 shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-1SUB:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-1SUB shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-1GRP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-1GRP shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-2SUB:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-2SUB shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-2GRP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-2GRP shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-IIP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-IIP shall be entitled to distributions of principal, subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      IIB Regular Interest LTII-II-IO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-II-IO shall accrue interest at the related Uncertificated REMIC
      IIB Pass-Through Rate in effect from time to time.

     

    REMIC
      IIB Regular Interest LTII-XX:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-XX shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-ZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC IIB issued
      hereunder and designated as a Regular Interest in REMIC IIB. REMIC IIB Regular
      Interest LTII-ZZ shall accrue interest at the related Uncertificated REMIC
      IIB
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      IIB Regular Interest LTII-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC IIB Pass-Through Rate applicable to REMIC IIB Regular
      Interest LTII-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC IIB Regular Interest LTII-ZZ minus
      the
      REMIC IIB Overcollateralization Amount, in each case for such Distribution
      Date,
      over (ii) the Uncertificated Accrued Interest on REMIC IIB Regular Interest
      LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A, REMIC IIB Regular Interest
      LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2, REMIC IIB Regular Interest
      LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A, REMIC IIB Regular Interest
      LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB Regular Interest
      LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB Regular Interest
      LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB Regular Interest
      LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7 and REMIC IIB Regular Interest
      LTII-IIM8 for such Distribution Date, with the rate on each such REMIC IIB
      Regular Interest subject to a cap equal to the related Pass-Through
      Rate.

     

    REMIC
      IIB Sub WAC Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Group 2 Mortgage Loans, which
      shall be allocated to REMIC IIB Regular Interest LTII-1SUB, REMIC IIB Regular
      Interest LTII-1GRP, REMIC IIB Regular Interest LTII-2SUB, REMIC IIB Regular
      Interest LTII-2GRP and REMIC IIB Regular Interest LTII-XX.

     

    REMIC
      IIB Subordinated Balance Ratio:
      The
      ratio among the Uncertificated Principal Balances of each REMIC IIB Regular
      Interest ending with the designation “SUB”, equal to the ratio between, with
      respect to each such REMIC IIB Regular Interest, the excess of (x) the aggregate
      Stated Principal Balance of the Group II-1 Mortgage Loans and the Group II-2
      Mortgage Loans, as applicable, over (y) the current Certificate Principal
      Balance of the related Senior Certificates.

     

    REMIC
      IIB Targeted Overcollateralization Amount:
      0.50%
      of the Targeted Overcollateralization Amount.

     

    REMIC
      IIC:
      The
      segregated pool of assets consisting of all of the REMIC IIB Regular Interests
      conveyed in trust to the Trustee, for the benefit of the REMIC IIC
      Certificateholders pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IIC Certificate:
      Any
      Group II Certificate (other than the Class II-X Certificates and Class II-P
      Certificates).

     

    REMIC
      IIC Certificateholder:
      The
      Holder of any REMIC IIC Certificate. 

     

    REMIC
      IIC Regular Interest:
      Any of
      the Class II-X Interest, Class II-P Interest, Class II-IO Interest, and any
      “regular interest” in REMIC IIC the ownership of which is represented by a Group
      II Senior Certificate or Group II Mezzanine Certificate.

     

    REMIC
      IID:
      The
      segregated pool of assets consisting of all the Class II-X Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class II-X
      Certificates and the Class II-R-X Certificate (in respect of the Class R-2D
      Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IIE:
      The
      segregated pool of assets consisting of all of the Class II-P Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of the Class II-P
      Certificates and the Holders of the Class II-R-X Certificate (in respect of
      the
      Class R-2E Interest), pursuant to Section 2.07 hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IIF:
      The
      segregated pool of assets consisting of all of the Class II-IO Interest conveyed
      in trust to the Trustee, for the benefit of the Holders of REMIC IIF Regular
      Interest IO and the Holders of the Class II-R-X Certificate (in respect of
      the
      Class R-2F Interest), pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      IIF Regular Interest IO:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      Regular Interest in REMIC IIF for purposes of the REMIC Provisions.

     

    REMIC
      Opinion:
      Shall
      mean an Opinion of Counsel to the effect that the proposed action will not
      have
      an adverse affect on any REMIC created hereunder.

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of Subchapter
      M
      of Chapter 1 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 as well as
      provisions of applicable state laws.

     

    REMIC
      Regular Interest:
      Any
      REMIC IA Regular Interest, REMIC IB Regular Interest, REMIC IC Regular
      Interest, REMIC IIA Regular Interest, REMIC IIB Regular Interest, REMIC IIC
      Regular Interest, REMIC IF Regular Interest IO, REMIC IIF Regular Interest
      IO or
      a Regular Certificate.

     

    Remittance
      Date:
      With
      respect to the GMACM Mortgage Loans shall mean the eighteenth (18th)
      day of
      the month and if such day is not a Business Day, the immediately preceding
      Business Day. With respect to the Wells Fargo Mortgage Loans, as set forth
      in
      the Servicing Agreement.

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Servicer through foreclosure or deed-in-lieu
      of foreclosure in connection with a defaulted Mortgage Loan.

     

    Replacement
      Mortgage Loan:
      A
      Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor
      for
      a Deleted Mortgage Loan, which must, on the date of such substitution, as
      confirmed in a request for release in accordance with the terms of the Custodial
      Agreement, (i) have a Stated Principal Balance, after deduction of the principal
      portion of the Scheduled Payment due in the month of substitution, not in excess
      of, and not less than 90% of, the Stated Principal Balance of the Deleted
      Mortgage Loan; (ii) (a) with respect to a Group I Mortgage Loan, have a fixed
      Mortgage Rate not less than or more than 1% per annum higher than the Mortgage
      Rate of the Deleted Mortgage Loan or (b) with respect to a Group II Mortgage
      Loan, have an adjustable Mortgage Rate not less than or more than 1% per annum
      higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the
      same
      or higher credit quality characteristics than that of the Deleted Mortgage
      Loan;
      (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
      Loan; (v) have a remaining term to maturity no greater than (and not more than
      one year less than) that of the Deleted Mortgage Loan; (vi) be secured by a
      first lien on the related Mortgaged Property; (vii) constitute the same
      occupancy type as the Deleted Mortgage Loan or be owner occupied; (viii) with
      respect to a Group II Mortgage Loan, have a Maximum Mortgage Interest Rate
      not
      less than the Maximum Mortgage Interest Rate on the Deleted Loan; (ix) with
      respect to a Group II Mortgage Loan, have a Minimum Mortgage Interest Rate
      not
      less than the Minimum Mortgage Interest Rate of the Deleted Loan; (x) with
      respect to a Group II Mortgage Loan, have a Gross Margin equal to the Gross
      Margin of the Deleted Loan; (xi) with respect to a Group II Mortgage Loan,
      have
      a next Adjustment Date not more than two months later than the next Adjustment
      Date on the Deleted Loan; (xii) comply with each representation and warranty
      set
      forth in the Mortgage Loan Purchase Agreement; and (xiii) with respect to any
      Mortgage Loan, not permit conversion of the Mortgage Rate from a fixed rate
      to a
      variable rate.

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.16(b) of this Agreement.

     

    Reporting
      Servicer:
      Shall
      mean any Servicer, the Master Servicer, the Securities Administrator, the
      Custodian under the Custodial Agreement, and any Servicing Function Participant
      engaged by such parties.

     

    Required
      Insurance Policy:
      With
      respect to any Mortgage Loan, any insurance policy that is required to be
      maintained from time to time under this Agreement.

     

    Required
      Overcollateralization Amount:
      with
      respect to any Distribution Date prior to the Group I Stepdown Date,
      approximately 1.35% of the aggregate Stated Principal Balance of the Group
      I
      Mortgage Loans as of the Cut-off Date, and with respect to any Distribution
      Date
      on or after the Group I Stepdown Date and with respect to which a Group I
      Trigger Event is not in effect, the greater of (i) approximately 2.70% of the
      aggregate Stated Principal Balance of the Group I Mortgage Loans for such
      Distribution Date and (ii) 0.35% of the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans as of the Cut-off Date; with respect to any
      Distribution Date on or after the Group I Stepdown Date with respect to which
      a
      Group I Trigger Event is in effect, the Required Overcollateralization Amount
      for such Distribution Date will be equal to the Required Overcollateralization
      Amount for the Distribution Date immediately preceding such Distribution
      Date.

     

    Residual
      Certificates:
      The
      Class I-R Certificates, the Class I-R-X, Class II-R and Class II-R-X
      Certificates.

     

    Responsible
      Officer:
      With
      respect to the Trustee and the Securities Administrator, any Vice President,
      any
      Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
      Officer, any other officer customarily performing functions similar to those
      performed by any of the above designated officers or other officers of the
      Trustee or the Securities Administrator specified by the Trustee or the
      Securities Administrator, as the case may be, having direct responsibility
      over
      this Agreement and customarily performing functions similar to those performed
      by any one of the designated officers, as to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

     

    Rolling
      Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the fraction, expressed as a percentage,
      equal
      to the average of the Delinquency Rates for each of the three (or one and two,
      in the case of the first and second Distribution Dates) immediately preceding
      months.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
      successor in interest.

     

    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 Sponsor
      following a negotiation in good faith to determine how to comply with any such
      new requirements.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan.

     

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

     

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

     

    Senior
      Enhancement Percentage:
      with
      respect to any Distribution Date and the Group II Senior Certificates will
      be
      the fraction, expressed as a percentage, the numerator of which is the sum
      of
      the aggregate Certificate Principal Balance of the Group II Mezzanine
      Certificates and the Group II Overcollateralization Amount, in each case after
      giving effect to payments on such Distribution Date, and the denominator of
      which is the Aggregate Loan Balance of the Group II Mortgage Loans for such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Group II Mortgage Loans incurred during
      the
      related Due Period).

     

    Senior
      Principal Distribution Amount:
      with
      respect to any Distribution Date (i) prior to the Group I Stepdown Date or
      on or
      after the Group I Stepdown Date if a Group I Trigger Event is in effect, the
      Principal Distribution Amount for that Distribution Date or (ii) on or after
      the
      Group I Stepdown Date if a Group I Trigger Event is not in effect for that
      Distribution Date the amount, if any, by which (x) the aggregate Certificate
      Principal Balance of the Group I Senior Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) approximately
      82.80% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage
      Loans for such Distribution Date and (B) the amount, if any, by which (i) the
      aggregate Stated Principal Balance of the Group I Mortgage Loans for such
      Distribution Date exceeds (ii) 0.35% of the aggregate Stated Principal Balance
      of the Group I Mortgage Loans as of the Cut-off Date. 

     

    Senior
      Principal Payment Amount:
      with
      respect to any Distribution Date on or after the Group II Stepdown Date and
      as
      long as a Group II Trigger Event is not in effect with respect to such
      Distribution Date, will be the amount, if any, by which (x) the aggregate
      Certificate Principal Balance of the Group II Senior Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      approximately 85.60% and (ii) the Aggregate Loan Balance of the Group II
      Mortgage Loans for such Distribution Date (after giving effect to scheduled
      payments of principal due during the related Due Period to the extent received
      or advanced, unscheduled collections of principal received during the related
      Prepayment Period and after reduction for Realized Losses on the Group II
      Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if
      any, by which (i) the Aggregate Loan Balance of the Group II Mortgage Loans
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Group II Mortgage Loans
      incurred during the related Due Period) exceeds (ii) 0.35% of the Aggregate
      Loan
      Balance of the Group II Mortgage Loans as of the Cut-off Date.

     

    Senior
      Sequential Allocation Percentage:
      With
      respect to any Distribution Date, a fraction, expressed as a percentage, the
      numerator of which is the sum of the Certificate Principal Balances of the
      Class
      II-2-A-2, Class II-2-A-3, Class II-2-A-4A and Class II-2-A-4B Certificates
      and
      the denominator of which is the aggregate Certificate Principal Balance of
      all
      of the Group II-2 Senior Certificates, in each case immediately prior to such
      Distribution Date.

     

    Servicer:
      Shall
      mean either GMAC or Wells Fargo or any successor thereto appointed hereunder
      or
      under the Servicing Agreement in connection with the servicing and
administration of the related Mortgage Loans.

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

    Servicer
      Prepayment Charge Payment Amount:
      The
      amount payable by a Servicer in respect of any waived Prepayment Charges
      pursuant to Section 3.01 or pursuant to the Servicing
      Agreement.

     

    Servicer’s
      Assignee:
      As
      defined in Section 5.01(b)(ii)

     

    Service(s)(ing):
      Means,
      in accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust Fund by an entity that meets
      the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable legal fees) incurred in the performance by a Servicer
      of
      its servicing obligations hereunder or under the Servicing Agreement, as
      applicable, including, but not limited to, the cost of (i) the preservation,
      restoration, inspection, valuation and protection of a Mortgaged Property,
      (ii)
      any enforcement or judicial proceedings, including foreclosures, and including
      any expenses incurred in relation to any such proceedings that result from
      the
      Mortgage Loan being registered in the MERS® System, (iii) the management and
      liquidation of any REO Property (including, without limitation, realtor’s
      commissions), (iv) compliance with any obligations under Section 3.07
      hereof to cause insurance to be maintained and (v) payment of
      taxes.

     

    Servicing
      Agreement:
      The
      Seller’s Purchase, Warranties and Servicing Agreement, dated as of May 1, 2006,
      between the Sponsor and Wells Fargo (as modified pursuant to the Assignment
      Agreement).

     

    Servicing
      Criteria:
      Means
      the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may be amended from time to time.

     

    Servicing
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
      the
      Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
      Loan as of the last day of the related Due Period or, in the event of any
      payment of interest that accompanies a Principal Prepayment in full during
      the
      related Due Period made by the Mortgagor immediately prior to such prepayment,
      interest at the Servicing Fee Rate on the same Stated Principal Balance of
      such
      Mortgage Loan used to calculate the payment of interest on such Mortgage
      Loan.

     

    Servicing
      Fee Rate:
      With
      respect to the Mortgage Loans serviced by GMACM, a weighted average rate of
      0.2502% per annum per Mortgage Loan. With respect to the Mortgage Loans serviced
      by Wells Fargo, as set forth in the Servicing Agreement.

     

    Servicing
      Function Participant:
      Means
      any Subservicer or Subcontractor of each Servicer, the Master Servicer and
      the
      Securities Administrator, the Custodian, respectively. For purposes of
      Section 5.18(d), such term also shall include each Servicer, the Master
      Servicer, the Securities Administrator and the Custodian, without regard to
      any
      threshold reference therein.

     

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

     

    Six-Month
      LIBOR:
      The per
      annum rate equal to the average of interbank offered rates for Six-Month U.S.
      dollar-denominated deposits in the London market based on quotations of major
      banks as published in The Wall Street Journal and most recently available as
      of
      the time specified in the related Mortgage Note.

     

    Sponsor:
      Nomura
      Credit & Capital, Inc., a Delaware corporation, and its successors and
      assigns, in its capacity as seller of the Mortgage Loans to the
      Depositor.

     

    Startup
      Day:
      The
      Startup Day for each REMIC formed hereunder shall be the Closing
      Date.

     

    Stated
      Principal Balance:
      With
      respect to any Mortgage Loan or related REO Property and any Distribution Date,
      the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
      portion of the Scheduled Payments due with respect to such Mortgage Loan during
      each Due Period ending prior to such Distribution Date (and irrespective of
      any
      delinquency in their payment), (ii) all Principal Prepayments with respect
      to
      such Mortgage Loan received prior to or during the related Prepayment Period,
      and all Liquidation Proceeds to the extent applied by the related Servicer
      as
      recoveries of principal in accordance with Section 3.09 of this Agreement
      or pursuant to the Servicing Agreement with respect to such Mortgage Loan,
      that
      were received by the Servicer as of the close of business on the last day of
      the
      Prepayment Period related to such Distribution Date and (iii) any Realized
      Losses on such Mortgage Loan incurred during the related Prepayment Period.
      The
      Stated Principal Balance of a Liquidated Loan equals zero.

     

    Subcontractor:
      Shall
      mean any vendor, subcontractor or other Person who is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of a Servicer (or a Subservicer of a Servicer),
      the
      Master Servicer, the Trustee, the Custodian or the Securities Administrator
      and
      each subcontractor is determined by the Person engaging the subcontractor to
      be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB.

     

    Subservicer:
      Shall
      mean any Person who is identified in Item 1122(d) of Regulation AB that services
      the related Mortgage Loans on behalf of a Servicer or is engaged by the Master
      Servicer, the Securities Administrator or the Custodian and is responsible
      for
      the performance (whether directly or through subservicers or Subcontractors)
      of
      a substantial portion of the material servicing functions required to be
      performed by such Person under this Agreement, the Servicing Agreement or any
      subservicing agreement.

     

    Subservicing
      Agreement:
      Any
      agreement entered into between a Servicer and a Subservicer with respect to
      the
      subservicing of any Mortgage Loan subject to Section 3.03 of this Agreement
      or the Servicing Agreement by such Subservicer.

     

    Substitution
      Adjustment Amount:
      The
      meaning ascribed to such term pursuant to Section 2.03(d).

     

    Successor
      Servicer:
      Any
      successor to a Servicer appointed pursuant to Section 8.02 of this
      Agreement or pursuant to the Servicing Agreement after the occurrence of a
      Servicer Default or upon the resignation of the Servicer pursuant to this
      Agreement or pursuant to the Servicing Agreement.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.14 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Class I-IO Interest, the Class II-IO Interest and the right
      to
      receive payments in respect of the Class I-IO Distribution Amount and Class
      II-IO Distribution Amount. For the avoidance of doubt, the Supplemental Interest
      Trust does not constitute a part of the Trust Fund.

     

    Supplemental
      Interest Trust Trustee:
      HSBC
      Bank USA, National Association, or any successor thereto.

     

    Swap
      Agreement:
      Either
      the Group I Swap Agreement or the Group II Swap Agreement.

     

    Swap
      LIBOR:
      LIBOR
      as determined pursuant to the Swap Agreement.

     

    Swap
      Provider:
      Either
      the Group I Swap Provider or the Group II Swap Provider, as
      applicable.

     

    Swap
      Provider Trigger Event:
      A Swap
      Provider Trigger Event shall have occurred if any of an Event of Default (under
      the related Swap Agreement) with respect to which the Swap Provider is a
      Defaulting Party, a Termination Event (under the related Swap Agreement) with
      respect to which the Swap Provider is the sole Affected Party or an Additional
      Termination Event (under the Swap Agreement) with respect to which the related
      Swap Provider is the sole Affected Party has occurred.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the related Swap
      Agreement, the payment to be made by the Supplemental Interest Trust to the
      Swap
      Provider, or by the related Swap Provider to the Supplemental Interest Trust,
      as
      applicable, pursuant to the terms of the related Swap Agreement.

     

    Targeted
      Overcollateralization Amount:
      with
      respect to any Distribution Date and the Group II Certificates prior to the
      Group II Stepdown Date, approximately 0.75% of the Aggregate Loan Balance of
      the
      Group II Mortgage Loans as of the Cut-off Date; with respect to any Distribution
      Date on or after the Group II Stepdown Date and with respect to which a Group
      II
      Trigger Event is not in effect, the greater of (a) approximately 1.50% of the
      Aggregate Loan Balance of the Group II Mortgage Loans for such Distribution
      Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Group II Mortgage Loans incurred during the related
      Due
      Period), or (b) 0.35% of the Aggregate Loan Balance of the Group II Mortgage
      Loans as of the Cut-off Date; with respect to any Distribution Date on or after
      the Group II Stepdown Date with respect to which a Group II Trigger Event is
      in
      effect, the Targeted Overcollateralization Amount for such Distribution Date
      will be equal to the Targeted Overcollateralization Amount for the Distribution
      Date immediately preceding such Distribution Date. Notwithstanding the
      foregoing, on and after any Distribution Date following the reduction of the
      aggregate Certificate Principal Balance of the Group II Senior Certificates
      and
      Group II Mezzanine Certificates to zero, the Targeted Overcollateralization
      Amount shall be zero.

     

    Tax
      Matters Person:
      The
      person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation
§ 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a
      Class of Residual Certificates shall be the Tax Matters Person for the related
      REMIC. The Securities Administrator, or any successor thereto or assignee
      thereof shall serve as tax administrator hereunder and as agent for the related
      Tax Matters Person.

     

    Termination
      Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Group I Mortgage Loans or Group II Mortgage Loans
      pursuant to Section 10.01.

     

    Transaction
      Party:
      Shall
      mean the Depositor, the Sponsor, the Trustee, the Servicers, the Master
      Servicer, the Securities Administrator, the Custodian, the Cap Provider and
      the
      Swap Provider.

     

    Transfer
      Affidavit:
      As
      defined in Section 6.02(c).

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a
      Certificate.

     

    Trust
      Fund:
      Collectively, the assets of REMIC IA, REMIC IB, REMIC IC, REMIC ID,
      REMIC IE, REMIC IF, REMIC IIA, REMIC IIB, REMIC IIC, REMIC IID, REMIC IIE and
      REMIC IIF, the Net WAC Reserve Fund, the Basis Risk Shortfall Reserve Fund
      and
      the Cap Contracts. For the avoidance of doubt, the Trust Fund does not include
      the Supplemental Interest Trust.

     

    Trustee:
      HSBC
      Bank USA, National Association, a national banking association, not in its
      individual capacity, but solely in its capacity as trustee for the benefit
      of
      the Certificateholders under this Agreement, and any successor thereto, and
      any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Uncertificated
      Accrued Interest:
      With
      respect to each Uncertificated REMIC Regular Interest on each Distribution
      Date,
      an amount equal to one month’s interest at the related Uncertificated
      Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular
      Interest. In each case, Uncertificated Accrued Interest will be reduced by
      any
      Prepayment Interest Shortfalls and shortfalls resulting from application of
      the
      Relief Act (allocated to such REMIC Regular Interests as set forth in Sections
      1.02, 5.07, 5.08 and 5.09).

     

    Uncertificated
      Notional Amount:
      With
      respect to the Class I-X Interest and any Distribution Date, an amount equal
      to
      the aggregate Uncertificated Principal Balance of the REMIC IB Regular
      Interests (other than REMIC IB Regular Interest LTI-P and REMIC IB
      Regular Interest LTI-I-IO) for such Distribution Date. With respect to the
      Class
      II-X Interest and any Distribution Date, an amount equal to the aggregate
      Uncertificated Principal Balance of the REMIC IIB Regular Interests (other
      than
      REMIC IIB Regular Interest LTII-P and REMIC IIB Regular Interest LTII-II-IO)
      for
      such Distribution Date. 

     

    With
      respect to REMIC IB Regular Interest LTI-I-IO and each Distribution Date
      listed below, the aggregate Uncertificated Principal Balance of the
      REMIC IA Regular Interests ending with the designation “A” listed below:


     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interests

            
	
              1
                -
                29

            	
              I-1-A
                through I-27-A 

            
	
              30

            	
              I-2-A
                through I-27-A 

            
	
              31

            	
              I-3-A
                through I-27-A 

            
	
              32

            	
              I-4-A
                through I-27-A 

            
	
              33

            	
              I-5-A
                through I-27-A 

            
	
              34

            	
              I-6-A
                through I-27-A 

            
	
              35

            	
              I-7-A
                through I-27-A 

            
	
              36

            	
              I-8-A
                through I-27-A 

            
	
              37
                - 42

            	
              I-9-A
                through I-27-A 

            
	
              43

            	
              I-10-A
                through I-27-A 

            
	
              44

            	
              I-11-A
                through I-27-A 

            
	
              45

            	
              I-12-A
                through I-27-A 

            
	
              46

            	
              I-13-A
                through I-27-A 

            
	
              47

            	
              I-14-A
                through I-27-A 

            
	
              48

            	
              I-15-A
                through I-27-A 

            
	
              49

            	
              I-16-A
                through I-27-A 

            
	
              50

            	
              I-17-A
                through I-27-A 

            
	
              51

            	
              I-18-A
                through I-27-A 

            
	
              52

            	
              I-19-A
                through I-27-A 

            
	
              53

            	
              I-20-A
                through I-27-A 

            
	
              27

            	
              I-21-A
                through I-27-A 

            
	
              55

            	
              I-22-A
                through I-27-A 

            
	
              56

            	
              I-23-A
                through I-27-A 

            
	
              57

            	
              I-24-A
                through I-27-A 

            
	
              58

            	
              I-25-A
                through I-27-A 

            
	
              59

            	
              I-26-A
                and I-27-A 

            
	
              60

            	
              I-27-A
                

            
	
              thereafter

            	
              $0.00

            


    

    


    


    With
      respect to REMIC IIB Regular Interest LTII-II-IO and each Distribution Date
      listed below, the aggregate Uncertificated Principal Balance of the REMIC IIA
      Regular Interests ending with the designation “A” listed below: 

     

    
      	
              Distribution
                Date

            	
              REMIC
                IIA Regular Interests

            
	
              1
                

            	
              I-1-A
                through I-60-A and II-1-A through II-60-A 

            
	
              2

            	
              I-2-A
                through I-60-A and II-2-A through II-60-A 

            
	
              3

            	
              I-3-A
                through I-60-A and II-3-A through II-60-A 

            
	
              4

            	
              I-4-A
                through I-60-A and II-4-A through II-60-A 

            
	
              5

            	
              I-5-A
                through I-60-A and II-5-A through II-60-A 

            
	
              6

            	
              I-6-A
                through I-60-A and II-6-A through II-60-A 

            
	
              7

            	
              I-7-A
                through I-60-A and II-7-A through II-60-A 

            
	
              8

            	
              I-8-A
                through I-60-A and II-8-A through II-60-A 

            
	
              9

            	
              I-9-A
                through I-60-A and II-9-A through II-60-A 

            
	
              10

            	
              I-10-A
                through I-60-A and II-10-A through II-60-A 

            
	
              11

            	
              I-11-A
                through I-60-A and II-11-A through II-60-A 

            
	
              12

            	
              I-12-A
                through I-60-A and II-12-A through II-60-A 

            
	
              13

            	
              I-13-A
                through I-60-A and II-13-A through II-60-A 

            
	
              14

            	
              I-14-A
                through I-60-A and II-14-A through II-60-A 

            
	
              15

            	
              I-15-A
                through I-60-A and II-15-A through II-60-A 

            
	
              16

            	
              I-16-A
                through I-60-A and II-16-A through II-60-A 

            
	
              17

            	
              I-17-A
                through I-60-A and II-17-A through II-60-A 

            
	
              18

            	
              I-18-A
                through I-60-A and II-18-A through II-60-A 

            
	
              19

            	
              I-19-A
                through I-60-A and II-19-A through II-60-A 

            
	
              20

            	
              I-20-A
                through I-60-A and II-20-A through II-60-A 

            
	
              21

            	
              I-21-A
                through I-60-A and II-21-A through II-60-A 

            
	
              22

            	
              I-22-A
                through I-60-A and II-22-A through II-60-A 

            
	
              23

            	
              I-23-A
                through I-60-A and II-23-A through II-60-A 

            
	
              24

            	
              I-24-A
                through I-60-A and II-24-A through II-60-A 

            
	
              25

            	
              I-25-A
                through I-60-A and II-25-A through II-60-A 

            
	
              26

            	
              I-26-A
                through I-60-A and II-26-A through II-60-A 

            
	
              27

            	
              I-27-A
                through I-60-A and II-27-A through II-60-A 

            
	
              28

            	
              I-28-A
                through I-60-A and II-28-A through II-60-A 

            
	
              29

            	
              I-29-A
                through I-60-A and II-29-A through II-60-A 

            
	
              30

            	
              I-30-A
                through I-60-A and II-30-A through II-60-A 

            
	
              31

            	
              I-31-A
                through I-60-A and II-31-A through II-60-A 

            
	
              32

            	
              I-32-A
                through I-60-A and II-32-A through II-60-A 

            
	
              33

            	
              I-33-A
                through I-60-A and II-33-A through II-60-A 

            
	
              34

            	
              I-34-A
                through I-60-A and II-34-A through II-60-A 

            
	
              35

            	
              I-35-A
                through I-60-A and II-35-A through II-60-A 

            
	
              36

            	
              I-36-A
                through I-60-A and II-36-A through II-48-A

            
	
              37

            	
              I-37-A
                through I-60-A and II-37-A through II-48-A

            
	
              38

            	
              I-38-A
                through I-60-A and II-38-A through II-48-A

            
	
              39

            	
              I-39-A
                through I-60-A and II-39-A through II-48-A

            
	
              40

            	
              I-40-A
                through I-60-A and II-40-A through II-48-A

            
	
              41

            	
              I-41-A
                through I-60-A and II-41-A through II-48-A

            
	
              42

            	
              I-42-A
                through I-60-A and II-42-A through II-48-A

            
	
              43

            	
              I-43-A
                through I-60-A and II-43-A through II-48-A

            
	
              44

            	
              I-44-A
                through I-60-A and II-44-A through II-48-A

            
	
              45

            	
              I-45-A
                through I-60-A and II-45-A through II-48-A

            
	
              46

            	
              I-46-A
                through I-60-A and II-46-A through II-48-A

            
	
              47

            	
              I-47-A
                through I-60-A and II-47-A through II-60-A

            
	
              48

            	
              I-48-A
                through I-60-A and II-48-A through II-60-A

            
	
              49

            	
              I-49-A
                through I-60-A and II-49-A through II-60-A

            
	
              50

            	
              I-50-A
                through I-60-A and II-50-A through II-60-A

            
	
              51

            	
              I-51-A
                through I-60-A and II-51-A through II-60-A

            
	
              52

            	
              I-52-A
                through I-60-A and II-52-A through II-60-A

            
	
              53

            	
              I-53-A
                through I-60-A and II-53-A through II-60-A

            
	
              54

            	
              I-54-A
                through I-60-A and II-54-A through II-60-A

            
	
              55

            	
              I-55-A
                through I-60-A and II-55-A through II-60-A

            
	
              56

            	
              I-56-A
                through I-60-A and II-56-A through II-60-A

            
	
              57

            	
              I-57-A
                through I-60-A and II-57-A through II-60-A

            
	
              58

            	
              I-58-A
                through I-60-A and II-58-A through II-60-A

            
	
              59

            	
              I-59-A
                and I-60-A and II-59-A and II-60-A

            
	
              60

            	
              I-60-A
                and II-60-A 

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class I-IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC IB Regular Interest
      LTI-I-IO. With respect to the Class II-IO Interest and any Distribution Date,
      an
      amount equal to the Uncertificated Notional Amount of the REMIC IIB Regular
      Interest LTII-II-IO.

    


    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest, the principal amount of such REMIC
      Regular Interest outstanding as of any date of determination. As of the Closing
      Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall
      equal the amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
      Principal Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 5.07 and, if and to the extent
      necessary and appropriate, shall be further reduced on such Distribution Date
      by
      Realized Losses as provided in Section 5.07. The Uncertificated Principal
      Balance of each REMIC Regular Interest shall never be less than
      zero.

     

    Uncertificated
      REMIC IA Pass-Through Rate:
      With
      respect to REMIC IA Regular Interest I, a per annum rate equal to the
      weighted average Net Mortgage Rate of the Group I Mortgage Loans. With respect
      to each REMIC IA Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average Net Mortgage Rate of the Group I Mortgage Loans multiplied by 2, subject
      to a maximum rate of 10.40%. With respect to each REMIC IA Regular Interest
      ending with the designation “B”, the greater of (x) a per annum rate equal to
      the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage
      Rate of the Group I Mortgage Loans over
      (ii)
      10.40% and (y) 0.00%. 

     

    Uncertificated
      REMIC IB Pass-Through Rate:
      With
      respect to REMIC IB Regular Interest LTI-AA, REMIC IB
      Regular Interest LTI-IA1,
      REMIC IB Regular Interest LTI-IA2,
      REMIC IB Regular Interest LTI-IA3,
      REMIC IB Regular Interest LTI-IA4,
      REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest LTI-IM2,
      REMIC IB Regular Interest LTI-IM3, REMIC IB Regular Interest
      LTI-IZZ
      and
      REMIC IB Regular Interest LTI-IXX,
      a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC IA Regular Interest I, the
      Uncertificated REMIC IA Pass-Through Rate for such REMIC IA Regular
      Interest for each such Distribution Date, (x) with respect to REMIC IA
      Regular Interests ending with the designation “B”, the weighted average of the
      Uncertificated REMIC IA Pass-Through Rates for such REMIC IA Regular
      Interests, weighted on the basis of the Uncertificated Principal Balance of
      such
      REMIC IA Regular Interests for each such Distribution Date and (y) with
      respect to REMIC IA Regular Interests ending with the designation “A”, for
      each Distribution Date listed below, the weighted average of the rates listed
      below for each such REMIC IA Regular Interest listed below, weighted on the
      basis of the Uncertificated Principal Balance of each such REMIC IA Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC IA
                Regular Interest

            	
              Rate

            
	
              1
                -
                28

            	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              29

            	
              I-2-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              30

            	
              I-3-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              31

            	
              I-4-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              32

            	
              I-5-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              33

            	
              I-6-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              34

            	
              I-7-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              35

            	
              I-8-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              36

            	
              I-9-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              37
                - 42

            	
              I-10-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              43

            	
              I-11-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              44

            	
              I-12-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              45

            	
              I-13-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              46

            	
              I-14-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              47

            	
              I-15-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              48

            	
              I-16-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              49

            	
              I-17-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              50

            	
              I-18-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              51

            	
              I-19-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              52

            	
              I-20-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              53

            	
              I-21-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              27

            	
              I-22-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              55

            	
              I-23-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              56

            	
              I-24-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              57

            	
              I-25-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              58

            	
              I-26-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              59

            	
              I-26-A
                and I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              60

            	
              I-27-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            


    

    


    With
      respect to REMIC IB Regular Interest LTI-SC, a per annum rate (but not less
      than zero) equal to the weighted average of (x) with respect to the
      REMIC IA Regular Interests ending with the designation “B”, the weighted
      average of the Uncertificated REMIC IA Pass-Through Rates for such
      REMIC IA Regular Interests, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC IA Regular Interest for each such
      Distribution Date and (y) with respect to the REMIC IA Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC IA Regular
      Interests
      listed
      below, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC IA
      Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC IA
                Regular Interest

            	
              Rate

            
	
              1-28

            	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              29

            	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              30

            	
              I-2-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              31

            	
              I-3-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              32

            	
              I-4-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              33

            	
              I-5-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              34

            	
              I-6-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              35

            	
              I-7-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              36

            	
              I-8-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              37
                - 42

            	
              I-9-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              43

            	
              I-10-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              44

            	
              I-11-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              45

            	
              I-12-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              46

            	
              I-13-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              47

            	
              I-14-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              48

            	
              I-15-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              49

            	
              I-16-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              50

            	
              I-17-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              51

            	
              I-18-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              52

            	
              I-19-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              53

            	
              I-20-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              54

            	
              I-21-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              55

            	
              I-22-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              56

            	
              I-23-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              57

            	
              I-24-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              58

            	
              I-25-A
                through I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              59

            	
              I-26-A
                and I-27-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              60

            	
              I-27-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IA Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IA Pass-Through Rate

            


    

    


     

    Uncertificated
      REMIC IIA Pass-Through Rate:
      With
      respect to REMIC IIA Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate of Loan
      Group II-1.
      With
      respect to each REMIC IIA Group
      II-1
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average Net Mortgage Rate of Loan
      Group II-1
      multiplied by 2, subject to a maximum rate of 10.75%. With respect to each
      REMIC
      IIA Regular Interest ending with the designation “B”, the greater of (x) a per
      annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
      average Net Mortgage Rate of Loan Group II-1 over (ii) 10.75% and (y) 0.00%.
      With respect to REMIC IIA Regular Interest II, a per annum rate equal to the
      weighted average Net Mortgage Rate of Loan Group II-2. With respect to each
      REMIC IIA Group II-2 Regular Interest ending with the designation “A”, a per
      annum rate equal to the weighted average Net Mortgage Rate of Loan Group II-2
      multiplied by 2, subject to a maximum rate of 10.75%. With respect to each
      REMIC
      I Group II-2 Regular Interest ending with the designation “B”, the greater of
      (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the
      weighted average Net Mortgage Rate of Loan Group II-2 over (ii) 10.75%
      and (y) 0.00%.

     

    Uncertificated
      REMIC IIB Pass-Through Rate:
      With
      respect to REMIC IIB Regular Interest LTII-IIAA, REMIC
      IIB
      Regular Interest LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A, REMIC IIB
      Regular Interest LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2, REMIC IIB
      Regular Interest LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A, REMIC IIB
      Regular Interest LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB
      Regular Interest LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB
      Regular Interest LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB
      Regular Interest LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7, REMIC IIB
      Regular Interest LTII-IIM8,
      REMIC
      IIB Regular Interest LTII-IIZZ, REMIC IIB Regular Interest LTII-1SUB, REMIC
      IIB
      Regular Interest LTII-2SUB, and REMIC IIB Regular Interest LTII-XX, a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC IIA Regular Interest I, REMIC
      IIA
      Regular Interest II, the
      Uncertificated REMIC IIA Pass-Through Rate for such REMIC IIA Regular Interest
      for each such Distribution Date, (x) with respect to REMIC IIA Regular Interests
      ending with the designation “B”, the weighted average of the Uncertificated
      REMIC IIA Pass-Through Rates for such REMIC IIA Regular Interests, weighted
      on
      the basis of the Uncertificated Principal Balance of such REMIC IIA Regular
      Interests for each such Distribution Date and (y) with respect to REMIC IIA
      Regular Interests ending with the designation “A”, for each Distribution Date
      listed below, the weighted average of the rates listed below for each such
      REMIC
      IIA Regular Interest listed below, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC IIA Regular Interest for each such
      Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                IIA Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              2

            	
              I-2-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-2-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
                REMIC
                IIA Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-3-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-4-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-5-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-6-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-7-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-8-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-9-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-10-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-11-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-12-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-13-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-14-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-15-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-16-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-17-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-18-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-19-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-20-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-21-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-22-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-23-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-24-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-25-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-26-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-27-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-28-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-29-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-30-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-31-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-32-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-33-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-34-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-35-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-34-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              36

            	
              I-36-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-36-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              37

            	
              I-37-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-37-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-38-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-39-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-40-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-41-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-42-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-41-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-43-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-44-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-45-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-46-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              47

            	
              I-47-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-47-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-46-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              48

            	
              I-48-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-48-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              49

            	
              I-49-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-49-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              50

            	
              I-50-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-50-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              51

            	
              I-51-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-15-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              52

            	
              I-52-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-52-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              53

            	
              I-53-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-53-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-52-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              54

            	
              I-54-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-54-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              55

            	
              I-55-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-55-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-54-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              56

            	
              I-56-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-56-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-55-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              57

            	
              I-57-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-57-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-56-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              58

            	
              I-58-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-58-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-57-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              59

            	
              I-59-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-59-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-58-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              60

            	
              I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-59-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            


    

    


    With
      respect to REMIC IIB Regular Interest LTII-1GRP, a per annum rate (but not
      less
      than zero) equal to the weighted average of (w) with respect to REMIC IIA
      Regular Interest I, the Uncertificated REMIC IIA Pass-Through Rate for such
      REMIC IIA Regular Interest for each such Distribution Date, (x) with respect
      to
      REMIC IIA Group II-1 Regular Interests ending with the designation “B”, the
      weighted average of the Uncertificated REMIC IIA Pass-Through Rates for such
      REMIC IIA Regular Interests, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC IIA Regular Interest for each such
      Distribution Date and (y) with respect to REMIC IIA Group II-1 Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC IIA Regular Interests
      listed below, weighted on the basis of the Uncertificated Principal Balance
      of
      each such REMIC IIA Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                IIA Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              2

            	
              I-2-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              36

            	
              I-36-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              37

            	
              I-37-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              47

            	
              I-47-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              48

            	
              I-48-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              49

            	
              I-49-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              50

            	
              I-50-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              51

            	
              I-51-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              52

            	
              I-52-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              53

            	
              I-53-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              54

            	
              I-54-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              55

            	
              I-55-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              56

            	
              I-56-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              57

            	
              I-57-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              58

            	
              I-58-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              59

            	
              I-59-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              60

            	
              I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            


    

    


    With
      respect to REMIC IIB Regular Interest LTIII-2GRP, a per annum rate (but not
      less
      than zero) equal to the weighted average of (w) with respect to REMIC IIA
      Regular Interest II, the Uncertificated REMIC IIA Pass-Through Rate for such
      REMIC IIA Regular Interest for each such Distribution Date, (x) with respect
      to
      REMIC IIA Group III-2 Regular Interests ending with the designation “B”, the
      weighted average of the Uncertificated REMIC IIA Pass-Through Rates for such
      REMIC IIA Regular Interests, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC IIA Regular Interest for each such
      Distribution Date and (y) with respect to REMIC IIA Group III-2 Regular
      Interests ending with the designation “A”, for each Distribution Date listed
      below, the weighted average of the rates listed below for such REMIC IIA Regular
      Interests listed below, weighted on the basis of the Uncertificated Principal
      Balance of each such REMIC IIA Regular Interest for each such Distribution
      Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                IIA Regular Interest

            	
              Rate

            
	
              1

            	
              II-1-A
                through II-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              2

            	
              II-2-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              3

            	
              II-3-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              4

            	
              II-4-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              5

            	
              II-5-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              6

            	
              II-6-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              7

            	
              II-7-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              8

            	
              II-8-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              9

            	
              II-9-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              10

            	
              II-10-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              11

            	
              II-11-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              12

            	
              II-12-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              13

            	
              II-13-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              14

            	
              II-14-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              15

            	
              II-15-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              16

            	
              II-16-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              17

            	
              II-17-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              18

            	
              II-18-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              19

            	
              II-19-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              20

            	
              II-20-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              21

            	
              II-21-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              22

            	
              II-22-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              23

            	
              II-23-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              24

            	
              II-24-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              25

            	
              II-25-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              26

            	
              II-26-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              27

            	
              II-27-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              28

            	
              II-28-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              29

            	
              II-29-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              30

            	
              II-30-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              31

            	
              II-31-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              32

            	
              II-32-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              33

            	
              II-33-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              34

            	
              II-34-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              35

            	
              II-35-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-34-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              36

            	
              II-36-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              37

            	
              II-37-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              38

            	
              II-38-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              39

            	
              II-39-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              40

            	
              II-40-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              41

            	
              II-41-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              42

            	
              II-42-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-41-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              43

            	
              II-43-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              44

            	
              II-44-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              45

            	
              II-45-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              46

            	
              II-46-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              47

            	
              II-47-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-46-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              48

            	
              II-48-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              49

            	
              II-49-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              50

            	
              II-50-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              51

            	
              II-51-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              52

            	
              II-52-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              53

            	
              II-53-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-52-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              54

            	
              II-54-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              55

            	
              II-55-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-54-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              56

            	
              II-56-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-55-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              57

            	
              II-57-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-56-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              58

            	
              II-58-A
                through II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-57-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              59

            	
              II-59-A
                and II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-58-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              60

            	
              II-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC IIA Pass-Through Rate

            
	 	
              II-1-A
                through II-53-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            
	
              thereafter

            	
              II-1-A
                through II-60-A

            	
              Uncertificated
                REMIC IIA Pass-Through Rate

            


    

    


    


    With
      respect to REMIC IIB Regular Interest LTII-II-IO, the excess of (i) the
      Uncertificated REMIC IIA Pass-Through Rates for REMIC IIA Regular Interests
      ending with the designation “A”, over (ii) 2 multiplied by Swap
      LIBOR.

     

    Uncertificated
      REMIC Regular Interest:
      The
      REMIC IA Regular Interests, REMIC IB Regular Interests, REMIC IIA
      Regular Interests, REMIC IIB Regular Interests, the Class I-X Interest, Class
      I-P Interest, Class I-IO Interest, Class II-X Interest, Class II-P Interest
      and
      Class II-IO Interest.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated (i) 98% to the Certificates (other than the Class I-X, Class I-P,
      Class II-X, Class II-P and the Residual Certificates) and (ii) 0.5% to each
      of
      the Class I-X, Class I-P, Class II-X and Class II-P Certificates. Voting rights
      will be allocated among the Certificates of each such Class in accordance with
      their respective Percentage Interests. The Residual Certificates will not be
      allocated any voting rights.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, National Association, and any successor thereto appointed under
      this
      Agreement in connection with the servicing and administration of the Wells
      Fargo
      Mortgage Loans. 

     

    Wells
      Fargo Mortgage Loans:
      Those
      Mortgage Loans serviced by Wells Fargo pursuant to the terms and provisions
      of
      the Servicing Agreement and identified as such on the Mortgage Loan
      Schedule.

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Interest Distribution Amount for
      the
      Group I Senior Certificates, Group I Mezzanine Certificates and Class I-X
      Certificates for any Distribution Date, (1) the aggregate amount of any Net
      Interest Shortfalls in respect of the Group I Mortgage Loans for any
      Distribution Date shall first reduce the Interest Distribution Amount payable
      to
      the Class I-M-3 Certificates, second, reduce the Interest Distribution Amount
      payable to the Class I-M-2 Certificates, third, reduce the Interest Distribution
      Amount payable to the Class I-M-1 Certificates, and fourth, reduce the Interest
      Distribution Amount payable to the Group I Senior Certificates, on a
pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Certificate Notional Balance, as applicable of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses on the Group I Mortgage Loans allocated
      to the Group I Subordinate Certificates and Net WAC Rate Carryover Amount paid
      to the Group I Senior Certificates and the Group I Mezzanine Certificates
      incurred for any Distribution Date shall be allocated to the Class I-X
      Certificates based on, and to the extent of, one month’s interest at the then
      applicable Pass-Through Rate on the Certificate Notional Balance thereof on
      any
      Distribution Date.

     

    For
      purposes of calculating the amount of the Interest Remittance Amount for the
      Group II Mortgage Loans for any Distribution Date, (1) the aggregate amount
      of
      any Net Interest Shortfalls in respect of the Group II Mortgage Loans for any
      Distribution Date shall reduce the Interest Remittance Amount on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each Class of Group II Senior Certificates and Group II Mezzanine Certificates
      and (2) the aggregate amount of any Realized Losses allocated to the Group
      II
      Senior Certificates and Group II Mezzanine Certificates and Basis Risk
      Shortfalls allocated to the Group II Senior Certificates and Group II Mezzanine
      Certificates for any Distribution Date shall be allocated to the Class II-X
      Certificates based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the Certificate Principal Balance
      thereof on any Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC IA Regular Interests for any Distribution Date the aggregate amount
      of any Net Interest Shortfalls incurred in respect of the Group I Mortgage
      Loans
      for any Distribution Date shall be allocated first,
      to
      REMIC IA Regular Interest I and to the REMIC IA Regular Interests
      ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IA Regular Interest, and then, to
      REMIC IA Regular Interests ending with the designation “A”, pro rata based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IA Regular Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC IB Regular Interests for any Distribution Date: 

     

    The
      REMIC IB Marker Allocation Percentage of the aggregate amount of any Net
      Interest Shortfalls incurred in respect of the Group I Mortgage Loans for any
      Distribution Date shall be allocated among
      REMIC IB Regular Interest LTI-AA, REMIC IB Regular Interest LIT-IA1,
      REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LTI-IA3,
      REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IM1,
      REMIC IB Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3
      and REMIC IB Regular Interest LTI-IZZ, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IB Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC IB Regular Interest.

     

    The
      REMIC IB SC Allocation Percentage of the aggregate amount of any Net
      Interest Shortfalls incurred in respect of the Group I Mortgage Loans for any
      Distribution Date shall be allocated to the Uncertificated Accrued Interest
      payable to REMIC IB Regular Interest LTI-SC, REMIC IB Regular Interest
      LTI-NSC and REMIC IB Regular Interest LTI-XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IB Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC IB Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC IIA Group II-1 Regular Interests for any Distribution Date the aggregate
      amount of any Net Interest Shortfalls incurred in respect of the Group II-1
      Mortgage Loans for any Distribution Date shall be allocated first,
      to
      REMIC IIA Regular Interest I and to the REMIC IIA Group II-1 Regular Interests
      ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IIA Regular Interest, and then, to REMIC
      IIA Group II-1 Regular Interests ending with the designation “A”, pro rata based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IIA Regular Interest. For purposes of
      calculating the amount of Uncertificated Accrued Interest for the REMIC IIA
      Group II-2 Regular Interests for any Distribution the aggregate amount of any
      Net Interest Shortfalls incurred in respect of the Group II-2 Mortgage Loans
      for
      any Distribution Date shall be allocated first,
      REMIC IIA Regular Interest II and to the REMIC IIA Group II-2 Regular Interests
      ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IIA Regular Interest, and then, to REMIC
      IIA Group II-2 Regular Interests ending with the designation “A”, pro rata based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIA Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC IIA Regular Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC IIB Regular Interests for any Distribution Date: 

     

    The
      REMIC
      IIB Marker Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated among
      REMIC IIB Regular Interest LTII-IIAA, REMIC IIB Regular Interest LTII-IA1,
      REMIC
      IIB Regular Interest LTII-IIA1A, REMIC IIB Regular Interest LTII-IIA1B, REMIC
      IIB Regular Interest LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3,
      REMIC
      IIB
      Regular Interest LTII-IIA4A, REMIC
      IIB
      Regular Interest LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB
      Regular Interest LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB
      Regular Interest LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB
      Regular Interest LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7, REMIC IIB
      Regular Interest LTII-IIM8 and REMIC IIB Regular Interest LTII-IIZZ,
pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIB Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC IIB Regular Interest.

     

    The
      REMIC
      IIB Sub WAC Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated to the Uncertificated Accrued Interest payable to REMIC
      IIB
      Regular Interest LTII-1SUB, REMIC IIB Regular Interest LTII-1GRP, REMIC IIB
      Regular Interest LTII-2SUB, REMIC IIB Regular Interest LTII-2GRP and REMIC
      IIB
      Regular Interest LTII-XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC IIB Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC IIB Regular Interest.

     

     

     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall
      be entitled to exercise all rights of the Depositor under the Mortgage Loan
      Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
      sale, transfer, assignment, set-over, deposit and conveyance does not and is
      not
      intended to result in creation or assumption by the Trustee of any obligation
      of
      the Depositor, the Sponsor or any other Person in connection with the Mortgage
      Loans or any other agreement or instrument relating thereto except as
      specifically set forth herein.

     

    In
      connection with such sale, the Depositor does hereby deliver to, and deposit
      with the Custodian pursuant to the Custodial Agreement the documents with
      respect to each Mortgage Loan as described under Section 2 of the Custodial
      Agreement (the “Mortgage Loan Documents”). In connection with such delivery and
      as further described in the Custodial Agreement, the Custodian will be required
      to review such Mortgage Loan Documents and deliver to the Trustee, the
      Depositor, the Servicers and the Sponsor certifications (in the forms attached
      to the Custodial Agreement) with respect to such review with exceptions noted
      thereon. In addition, under the Custodial Agreement the Depositor will be
      required to cure certain defects with respect to the Mortgage Loan Documents
      for
      the Mortgage Loans after the delivery thereof by the Depositor to the Custodian
      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 and preparation and delivery of the
      certifications shall be performed by the Custodian pursuant to the terms and
      conditions of the Custodial Agreement.

     

    The
      Depositor shall deliver or cause to be delivered 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
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office. No Servicer
      shall be responsible for any custodial fees or other costs incurred in obtaining
      such documents and the Depositor shall cause each Servicer to be reimbursed
      for
      any such costs such Servicer may incur in connection with performing its
      obligations under this Agreement or the Servicing Agreement, as
      applicable.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust Fund are limited to (i) Mortgage 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 Sponsor
      that no Mortgage Loan 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 January 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 January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) and
      (ii) Qualified Substitute Mortgage 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 Sponsor that no Qualified Substitute Mortgage Loan 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 January 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 January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on
      behalf of the Trust Fund understand and agree that it is not intended that
      any
      mortgage loan be included in the Trust Fund that 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 January 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 January 1, 2005 (Ind. Code Ann. Sections 24-9-1
      through 24-9-9).

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

    (a)  Based
      on
      the initial trust receipt received by it from the Custodian pursuant to the
      Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
      of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
      the Mortgage Loan Documents and all other assets included in the definition
      of
“REMIC IA” and REMIC IIA” under clauses (i), (ii) (iii), (v) and (vi) (to
      the extent of amounts deposited into the Distribution Account) and declares
      that
      it holds (or the Custodian on its behalf holds) and will hold such documents
      and
      the other documents delivered to it constituting a Mortgage Loan Document,
      and
      that it holds (or the Custodian on its behalf holds) or will hold all such
      assets and such other assets included in the definition of “REMIC IA” and
“REMIC IIA” in trust for the exclusive use and benefit of all present and future
      Certificateholders.

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
      supplemented. If the Custodian finds any document constituting part of the
      Mortgage File not to have been executed or received, or to be unrelated to
      the
      Mortgage Loans identified in Exhibit B, the Sponsor shall correct or cure any
      such defect or, if prior to the end of the second anniversary of the Closing
      Date, the Sponsor may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03 or shall deliver to the
      Trustee an Opinion of Counsel to the effect that such defect does not materially
      or adversely affect the interests of the Certificateholders in such Mortgage
      Loan within sixty (60) days from the date of notice from the Custodian of the
      defect and if the Sponsor fails to correct or cure the defect or deliver such
      opinion within such period, the Sponsor will, subject to Section 2.03,
      within ninety (90) days from the notification of the Custodian purchase such
      Mortgage Loan at the Purchase Price; provided, however, that if such defect
      relates solely to the inability of the Sponsor to deliver the Mortgage,
      assignment thereof to the Custodian, or intervening assignments thereof with
      evidence of recording thereon because such documents have been submitted for
      recording and have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders, the Mortgage Files and will
      execute and deliver or cause to be executed and delivered to the Sponsor and
      the
      Trustee, a final trust receipt substantially in the form annexed to the
      Custodial Agreement. In conducting such review, the Custodian on the Trustee’s
      behalf and in accordance with the terms of the Custodial Agreement will
      ascertain whether each document required to be recorded has been returned from
      the recording office with evidence of recording thereon and the Custodian on
      the
      Trustee’s behalf has received either an original or a copy thereof, as required
      in the Custodial Agreement. If the Custodian finds that any document with
      respect to a Mortgage Loan has not been received, or is unrelated to the
      Mortgage Loans identified in Exhibit B or appears to be defective on its face,
      the Custodian shall note such defect in the exception report attached the final
      trust receipt issued pursuant to the Custodial Agreement and the Sponsor shall
      correct or cure any such defect or, if prior to the end of the second
      anniversary of the Closing Date, the Sponsor may substitute for the related
      Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
      accomplished in the manner and subject to the conditions set forth in
      Section 2.03 or shall deliver to the Trustee an Opinion of Counsel to the
      effect that such defect does not materially or adversely affect the interests
      of
      Certificateholders in such Mortgage Loan within sixty (60) days from the date
      of
      notice from the Trustee of the defect and if the Sponsor is unable within such
      period to correct or cure such defect, or to substitute the related Mortgage
      Loan with a Replacement Mortgage Loan or to deliver such opinion, the Sponsor
      shall, subject to Section 2.03, within ninety (90) days from the
      notification of the Trustee, purchase such Mortgage Loan at the Purchase Price;
      provided, however, that if such defect relates solely to the inability of the
      Sponsor to deliver the Mortgage, assignment thereof to the Trustee or
      intervening assignments thereof with evidence of recording thereon, because
      such
      documents have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan, if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the Servicer for deposit in the Custodial
      Account and shall provide written notice to the Securities Administrator
      detailing the components of the Purchase Price, signed by an authorized officer.
      Upon deposit of the Purchase Price in the Custodial Account and upon receipt
      of
      a request for release (in the form attached to the Custodial Agreement) with
      respect to such Mortgage Loan, the Custodian, on behalf of the Trustee, will
      release to the Sponsor the related Mortgage File and the Trustee shall execute
      and deliver all instruments of transfer or assignment, without recourse,
      furnished to it by the Sponsor, as are necessary to vest in the Sponsor title
      to
      and rights under the Mortgage Loan. Such purchase shall be deemed to have
      occurred on the date on which the deposit into the Custodial Account was made.
      The Trustee shall promptly notify the Rating Agencies of such repurchase. The
      obligation of the Sponsor to cure, repurchase or substitute for any Mortgage
      Loan as to which a defect in a constituent document exists shall be the sole
      remedies respecting such defect available to the Certificateholders or to the
      Trustee on their behalf. The Sponsor shall promptly reimburse the Trustee for
      any expenses incurred by the Trustee in respect of enforcing the remedies for
      such breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of GMACM and the Sponsor.

     

    (a)  GMACM
      hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the State of Delaware and is duly authorized and qualified to transact any
      and
      all business contemplated by this Agreement to be conducted by it in any state
      in which a Mortgaged Property related to a GMACM Mortgage Loan is located or
      is
      otherwise not required under applicable law to effect such qualification and,
      in
      any event, is in compliance with the doing business laws of any such state,
      to
      the extent necessary to ensure its ability to service the GMACM Mortgage Loans
      in accordance with the terms of this Agreement and to perform any of its other
      obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  It
      has
      the full corporate power and authority to service each GMACM Mortgage Loan,
      and
      to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on its part the execution, delivery and performance
      of this Agreement; and this Agreement, assuming the due authorization, execution
      and delivery hereof by the other parties hereto, constitutes its legal, valid
      and binding obligation, enforceable against it in accordance with its terms,
      except that (a) the enforceability hereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought and further subject to public policy with respect to indemnity
      and contribution under applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the GMACM
      Mortgage Loans by it under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its certificate
      of formation or operating agreement or (B) materially conflict with, result
      in a
      material breach, violation or acceleration of, or result in a material default
      under, the terms of any other material agreement or instrument to which it
      is a
      party or by which it may be bound, or (C) constitute a material violation of
      any
      statute, order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the GMACM Mortgage
      Loans or to perform any of its other obligations under this Agreement in
      accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  GMACM
      has
      accurately and fully reported, and will continue to accurately and fully report,
      its borrower credit files to each of the credit repositories in a timely manner
      materially in accordance with the Fair Credit Reporting Act and its implementing
      legislation.

     

    (viii)  GMACM
      is
      a member of MERS in good standing, and will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the GMACM
      Mortgage Loans that are registered with MERS.

     

    (ix)  GMACM
      will not waive any Prepayment Charge with respect to a GMACM Mortgage Loan
      unless it is waived in accordance with the standard set forth in
      Section 3.01.

     

    If
      the
      covenant of GMACM set forth in Section 2.03(a)(ix), as applicable above is
      breached by GMACM, GMACM will pay the amount of such waived Prepayment Charge,
      for the benefit of the Holders of the Class I-P Certificates (with respect
      to a
      waiver of the Prepayment Charge relating to a Group I Mortgage Loan), for the
      benefit of the Class II-P Certificates (with respect to a waiver of the
      Prepayment Charge relating to a Group II Mortgage Loan), by depositing such
      amount into the Custodial Account within ninety (90) days of the earlier of
      discovery by GMACM or receipt of notice by GMACM of such breach. Notwithstanding
      the foregoing, or anything to the contrary contained in this Agreement, GMACM
      shall have no liability for a waiver of any Prepayment Charge in the event
      that
      GMACM’s determination to make such a waiver was made by GMACM in reliance on
      information properly received by GMACM from any Person in accordance with the
      terms of this Agreement.

     

    (b)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      GMACM, the Master Servicer, the Securities Administrator and the Trustee as
      follows, as of the Closing Date:

     

    (i)  The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      in any state in which a Mortgaged Property is located or is otherwise not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  The
      Sponsor has the full corporate power and authority to sell each Mortgage Loan,
      and to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on the part of the Sponsor the execution, delivery
      and performance of this Agreement; and this Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Sponsor, enforceable
      against the Sponsor in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Sponsor, the sale of the
      Mortgage Loans by the Sponsor under this Agreement, the consummation of any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which the Sponsor is a party or by which it may be bound, or (C) constitute
      a
      material violation of any statute, order or regulation applicable to the Sponsor
      of any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair the Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller of conventional mortgage loans for Fannie Mae
      or
      Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    (v)  No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Sponsor
      of,
      or compliance by the Sponsor with, this Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Sponsor has obtained the
      same.

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is Classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (or a similarly
      Classified loan using different terminology under a law imposing heightened
      regulatory scrutiny or additional legal liability for residential mortgage
      loans
      having high interest rates, points and/or fees).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.6 Revised (attached hereto as Exhibit K) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(c)(viii), (ix) and (x) and
      Section 8 of the Mortgage Loan Purchase Agreement that materially and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      the party discovering such breach shall give prompt written notice thereof
      to
      the other parties. The Sponsor hereby covenants with respect to the
      representations and warranties set forth in Section 2.03(c)(viii), (ix) and
      (x) and Section 8 of the Mortgage Loan Purchase Agreement, that within
      ninety (90) days of the discovery of a breach of any representation or warranty
      set forth therein that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, it shall cure such breach in all
      material respects and, if such breach is not so cured, (i) prior to the second
      anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
      Loan, in the manner and subject to the conditions set forth in this Section;
      or
      (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
      at
      the Purchase Price in the manner set forth below; provided that any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee of an Opinion of Counsel
      if
      required by Section 2.05 and any such substitution pursuant to (i) above
      shall not be effected prior to the additional delivery to the Custodian of
      a
      request for release in accordance with the Custodial Agreement. The Sponsor
      shall promptly reimburse the Trustee for any expenses reasonably incurred by
      the
      Trustee in respect of enforcing the remedies for such breach. To enable the
      related Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless
      it cures such breach in a timely fashion pursuant to this Section 2.03,
      promptly notify the Trustee whether it intends either to repurchase, or to
      substitute for, the Mortgage Loan affected by such breach. With respect to
      the
      representations and warranties in Section 8 of the Mortgage Loan Purchase
      Agreement that are made to the best of the Sponsor’s knowledge, if it is
      discovered by any of the Depositor, the Sponsor or the Trustee that the
      substance of such representation and warranty is inaccurate and such inaccuracy
      materially and adversely affects the value of the related Mortgage Loan,
      notwithstanding the Sponsor’s lack of knowledge with respect to the substance of
      such representation or warranty, the Sponsor shall nevertheless be required
      to
      cure, substitute for or repurchase the affected Mortgage Loan in accordance
      with
      the foregoing. Notwithstanding the foregoing, any breach of a representation
      or
      warranty contained in clauses (xxxvii), (xxxviii), (xxxix), (xl) and/or (xlv)
      of
      Section 8 of the Mortgage Loan Purchase Agreement with respect to the Group
      II-1 Mortgage Loans shall be automatically deemed to materially and adversely
      affect the interests of the Certificateholders.

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2 of the Custodial Agreement. No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Scheduled Payments due with respect to Replacement Mortgage Loans
      in
      the Due Period related to the Distribution Date on which such proceeds are
      to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Sponsor shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The related Servicer shall
      amend the Mortgage Loan Schedule for the benefit of the Certificateholders
      to
      reflect the removal of such Deleted Mortgage Loan and the substitution of the
      Replacement Mortgage Loan or Loans and shall deliver the amended Mortgage Loan
      Schedule to the Trustee, the Master Servicer and the Securities Administrator.
      Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
      to the terms of this Agreement in all respects, and the Sponsor shall be deemed
      to have made with respect to such Replacement Mortgage Loan or Loans, as of
      the
      date of substitution, the representations and warranties set forth in
      Section 8 of the Mortgage Loan Purchase Agreement with respect to such
      Mortgage Loan. Upon any such substitution and the deposit into the related
      Custodial Account of the amount required to be deposited therein in connection
      with such substitution as described in the following paragraph and receipt
      by
      the Custodian of a request for release for such Mortgage Loan in accordance
      with
      the Custodial Agreement, the Custodian on behalf of the Trustee shall release
      to
      the Sponsor the Mortgage File relating to such Deleted Mortgage Loan and held
      for the benefit of the Certificateholders and the Trustee shall execute and
      deliver at the Sponsor’s direction such instruments of transfer or assignment as
      have been prepared by the Sponsor, in each case without recourse, as shall
      be
      necessary to vest in the Sponsor, or its respective designee, title to the
      Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this
      Section 2.03. Neither the Trustee nor the Custodian shall have any further
      responsibility with regard to such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the related Servicer for deposit in the related Custodial Account
      by
      the Sponsor delivering such Replacement Mortgage Loan on or before the
      Determination Date for the Distribution Date relating to the Prepayment Period
      during which the related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the related Servicer for deposit
      in
      the related Custodial Account, on or before the Determination Date immediately
      following the date on which the Sponsor was required to repurchase such Mortgage
      Loan. The Purchase Price shall be remitted by the related Servicer to the
      Securities Administrator on the Remittance Date occurring in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      related Custodial Account. In addition, upon such deposit of the Purchase Price,
      the delivery of an Officer’s Certificate by the Servicer (which shall be
      delivered no more than two (2) Business Days following such deposit) to the
      Trustee certifying that the Purchase Price has been deposited in the related
      Custodial Account, the delivery of an Opinion of Counsel if required by
      Section 2.05 and the receipt of a Request for Release, the Trustee shall
      release the related Mortgage File held for the benefit of the related
      Certificateholders to the Sponsor, and the Trustee shall execute and deliver
      at
      such Person’s direction the related instruments of transfer or assignment
      prepared by the Sponsor, in each case without recourse, as shall be necessary
      to
      transfer title from the Trustee for the benefit of the Certificateholders and
      transfer the Trustee’s interest to the Sponsor to any Mortgage Loan purchased
      pursuant to this Section 2.03. It is understood and agreed that the
      obligation under this Agreement of the Sponsor to cure, repurchase or replace
      any Mortgage Loan as to which a breach has occurred or is continuing shall
      constitute the sole remedies against the Sponsor respecting such breach
      available to each Certificateholder, the Depositor or the Trustee.

     

    (d)  The
      Master Servicer hereby represents, warrants and covenants with GMACM, the
      Depositor and the Trustee as follows, as of the Closing Date:

     

    (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 other parties hereto,
      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.

     

    (e)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with GMACM, the
      Sponsor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the date hereof and as of the Closing Date:

     

    (i)  The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement.

     

    (ii)  The
      Depositor has the full corporate power and authority to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by,
      this
      Agreement and has duly authorized, by all necessary corporate action on its
      part, the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization, execution and delivery hereof by
      the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium
      receivership and other similar laws relating to creditors’ rights generally and
      (ii) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Depositor, the consummation
      of
      the transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Depositor and will not (A) result in a material breach of any term or provision
      of the charter or by-laws of the Depositor or (B) materially conflict with,
      result in a material breach, violation or acceleration of, or result in a
      material default under, the terms of any other material agreement or instrument
      to which the Depositor is a party or by which it may be bound or (C) constitute
      a material violation of any statute, order or regulation applicable to the
      Depositor of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Depositor; and the Depositor is not in breach
      or violation of any material indenture or other material agreement or
      instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it which breach or violation may materially impair the Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
      against the Depositor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Depositor
      to
      perform its obligations under this Agreement in accordance with the terms
      hereof.

     

    (v)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Depositor has obtained the
      same.

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the Custodian for the benefit of the Certificateholders. Upon discovery by
      the
      Depositor, GMACM, the Master Servicer or the Trustee of a breach of such
      representations and warranties, the party discovering such breach shall give
      prompt written notice to the others and to each Rating Agency.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of any REMIC created
      hereunder or contributions after the Closing Date, as defined in sections
      860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to
      fail
      to qualify as a REMIC at any time that any Certificates are outstanding. Any
      Mortgage Loan as to which repurchase or substitution was delayed pursuant to
      this paragraph shall be repurchased or the substitution therefor shall occur
      (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
      the
      occurrence of a default or imminent default with respect to such Mortgage Loan
      and (b) receipt by the Trustee of an Opinion of Counsel to the effect that
      such
      repurchase or substitution, as applicable, will not result in the events
      described in clause (i) or clause (ii) of the preceding sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC IA Regular Interests and REMIC IIA Regular
      Interests.

     

    (a)  The
      Trustee acknowledges the assignment to it of the Group I Mortgage Loans and
      the
      delivery to the Custodian on its behalf of the related Mortgage Files, subject
      to the provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC IA, the receipt of
      which is hereby acknowledged. The interests evidenced by the Class R-1A
      Interest, together with the REMIC IA Regular Interests, constitute the
      entire beneficial ownership interest in REMIC IA. The rights of the Holders
      of the Class R-1A Interest and REMIC IB (as Holder of the REMIC IA
      Regular Interests) to receive distributions from the proceeds of REMIC IA
      in respect of the Class R-1A Interest and the REMIC IA Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-1A Interest and the REMIC IA Regular Interests, shall be as set forth in
      this Agreement.

     

    (b)  The
      Trustee acknowledges the assignment to it of the Group II Mortgage Loans and
      the
      delivery to the Custodian on its behalf of the related Mortgage Files, subject
      to the provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC IIA, the receipt of
      which
      is hereby acknowledged. The interests evidenced by the Class R-2A Interest,
      together with the REMIC IIA Regular Interests, constitute the entire beneficial
      ownership interest in REMIC IIA. The rights of the Holders of the Class R-2A
      Interest and REMIC IIB (as Holder of the REMIC IIA Regular Interests) to receive
      distributions from the proceeds of REMIC IIA in respect of the Class R-2A
      Interest and the REMIC IIA Regular Interests, respectively, and all ownership
      interests evidenced or constituted by the Class R-2A Interest and the REMIC
      IIA
      Regular Interests, shall be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC IA Regular Interests, REMIC IB Regular Interests, Class
      I-X Interest, Class I-P Interest, Class I-IO Interest, REMIC IIA Regular
      Interests, REMIC IIB Regular Interests, Class II-X Interest, Class II-P Interest
      and Class II-IO Interest.

     

    (a)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC IA
      Regular Interests for the benefit of the Class R-1B Interest and REMIC IB
      (as Holder of the REMIC IA Regular Interests). The Trustee acknowledges
      receipt of the REMIC IA Regular Interests and declares that it holds and
      will hold the same in trust for the exclusive use and benefit of all present
      and
      future Holders of the Class R-1B Interest and REMIC IB (as Holder of the
      REMIC IA Regular Interests). The rights of the Holder of the Class R-1B
      Interest and REMIC IB (as Holder of the REMIC IA Regular Interests) to
      receive distributions from the proceeds of REMIC IB in respect of the Class
      R-1B Interest and REMIC IB Regular Interests, respectively, and all
      ownership interests evidenced or constituted by the Class R-1B Interest and
      the
      REMIC IB Regular Interests, shall be as set forth in this Agreement. The
      Class R-1B Interest and the REMIC IB Regular Interests shall constitute the
      entire beneficial ownership interest in REMIC IB.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC IB
      Regular Interests for the benefit of the Class R-1C Interest and REMIC IC (as
      Holder of the REMIC IB Regular Interests). The Trustee acknowledges receipt
      of the REMIC IB Regular Interests and declares that it holds and will hold
      the same in trust for the exclusive use and benefit of all present and future
      Holders of the Class R-1C Interest and REMIC IC (as Holder of the REMIC IB
      Regular Interests). The rights of the Holder of the Class R-1C Interest and
      REMIC IC (as Holder of the REMIC IB Regular Interests) to receive
      distributions from the proceeds of REMIC IC in respect of the Class R-1C
      Interest and Group I Regular Certificates (other
      than the Class I-X Certificates and Class I-P Certificates), the Class I-X
      Interest, Class I-P Interest and Class I-IO Interest,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-1C Interest and the Group I Regular Certificates (other than the Class I-X
      Certificates and Class I-P Certificates), the Class I-X Interest, Class I-P
      Interest and Class I-IO Interest, shall be as set forth in this Agreement.
      The
      Class R-1C Interest and the Group I Regular Certificates (other than the Class
      I-X Certificates and Class I-P Certificates), the Class I-X Interest, Class
      I-P
      Interest and Class I-IO Interest shall constitute the entire beneficial
      ownership interest in REMIC IC.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      I-X Interest for the benefit of the Class R-1D Interest and REMIC ID (as holder
      of the Class I-X Interest). The Trustee acknowledges receipt of the Class I-X
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-1D
      Interest and REMIC ID (as holder of the Class I-X Interest). The rights of
      the
      Holder of the Class R-1D Interest and REMIC ID (as holder of the Class I-X
      Interest) to receive distributions from the proceeds of REMIC ID in respect
      of
      the Class R-1D Interest, the Class I-X Certificates, and all ownership interests
      evidenced or constituted by the Class R-1D Interest and the Class I-X
      Certificates, shall be as set forth in this Agreement. The Class R-1D Interest
      and the Class I-X Certificates shall constitute the entire beneficial ownership
      interest in REMIC ID.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      I-P Interest for the benefit of the Class R-1E Interest and REMIC IE (as holder
      of the Class I-P Interest). The Trustee acknowledges receipt of the Class I-P
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-1E
      Interest and REMIC IE (as holder of the Class I-P Interest). The rights of
      the
      Holder of the Class R-1E Interest and REMIC IE (as holder of the Class I-P
      Interest) to receive distributions from the proceeds of REMIC IE in respect
      of
      the Class R-1E Interest, the Class I-P Certificates, and all ownership interests
      evidenced or constituted by the Class R-1E Interest and the Class I-P
      Certificates, shall be as set forth in this Agreement. The Class R-1E Interest
      and the Class I-P Certificates shall constitute the entire beneficial ownership
      interest in REMIC IE.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      I-IO Interest for the benefit of the Class R-1F Interest and REMIC IF (as holder
      of the Class I-IO Interest). The Trustee acknowledges receipt of the Class
      I-IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-1F
      Interest and REMIC 1F (as holder of the Class I-IO Interest). The rights of
      the
      Holder of the Class R-1F Interest and REMIC IF (as holder of the Class I-IO
      Interest) to receive distributions from the proceeds of REMIC IF in respect
      of
      the Class R-1F Interest, REMIC IF Regular Interest Swap-IO, and all ownership
      interests evidenced or constituted by the Class R-1F Interest and REMIC IF
      Regular Interest Swap-IO, shall be as set forth in this Agreement. The Class
      R-1F Interest and REMIC IF Regular Interest Swap-IO shall constitute the entire
      beneficial ownership interest in REMIC IF.

     

    (f)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC IIA
      Regular Interests for the benefit of the Class R-2B Interest and REMIC IIB
      (as
      Holder of the REMIC IIA Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC IIA Regular Interests and declares that it holds and will hold the
      same in trust for the exclusive use and benefit of all present and future
      Holders of the Class R-2B Interest and REMIC IIB (as Holder of the REMIC IIA
      Regular Interests). The rights of the Holder of the Class R-2B Interest and
      REMIC IIB (as Holder of the REMIC IIA Regular Interests) to receive
      distributions from the proceeds of REMIC IIB in respect of the Class R-2B
      Interest and the REMIC IIB Regular Interests, respectively, and all ownership
      interests evidenced or constituted by the Class R-2B Interest and the REMIC
      IIB
      Regular Interests, shall be as set forth in this Agreement. The Class R-2B
      Interest and the REMIC IIB Regular Interests shall constitute the entire
      beneficial ownership interest in REMIC IIB.

     

    (g)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC IIB
      Regular Interests for the benefit of the Class R-2C Interest and REMIC IIC
      (as
      Holder of the REMIC IIB Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC IIB Regular Interests and declares that it holds and will hold the
      same in trust for the exclusive use and benefit of all present and future
      Holders of the Class R-2C Interest and REMIC IIC (as Holder of the REMIC IIB
      Regular Interests). The rights of the Holder of the Class R-2C Interest and
      REMIC IIC (as Holder of the REMIC IIB Regular Interests) to receive
      distributions from the proceeds of REMIC IIC in respect of the Class R-2C
      Interest and Group II Regular Certificates (other than the Class II-X
      Certificates and Class II-P Certificates), the Class II-X Interest, Class II-P
      Interest and Class II-IO Interest, respectively, and all ownership interests
      evidenced or constituted by the Class R-2C Interest and the Group II Regular
      Certificates (other than the Class II-X Certificates and Class II-P
      Certificates), the Class II-X Interest, Class II-P Interest and Class II-IO
      Interest, shall be as set forth in this Agreement. The Class R-2C Interest
      and
      the Group II Regular Certificates (other than the Class II-X Certificates and
      Class II-P Certificates), the Class II-X Interest, Class II-P Interest and
      Class
      II-IO Interest shall constitute the entire beneficial ownership interest in
      REMIC IIC.

     

    (h)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      II-X Interest for the benefit of the Class R-2D Interest and REMIC IID (as
      holder of the Class II-X Interest). The Trustee acknowledges receipt of the
      Class II-X Interest and declares that it holds and will hold the same in trust
      for the exclusive use and benefit of all present and future Holders of the
      Class
      R-2D Interest and REMIC IID (as holder of the Class II-X Interest). The rights
      of the Holder of the Class R-2D Interest and REMIC IID (as holder of the Class
      II-X Interest) to receive distributions from the proceeds of REMIC IID in
      respect of the Class R-2D Interest, the Class II-X Certificates, and all
      ownership interests evidenced or constituted by the Class R-2D Interest and
      the
      Class II-X Certificates, shall be as set forth in this Agreement. The Class
      R-2D
      Interest and the Class II-X Certificates shall constitute the entire beneficial
      ownership interest in REMIC IID.

     

    (i)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      II-P Interest for the benefit of the Class R-2E Interest and REMIC IIE (as
      holder of the Class II-P Interest). The Trustee acknowledges receipt of the
      Class II-P Interest and declares that it holds and will hold the same in trust
      for the exclusive use and benefit of all present and future Holders of the
      Class
      R-2E Interest and REMIC IE (as holder of the Class II-P Interest). The rights
      of
      the Holder of the Class R-2E Interest and REMIC IIE (as holder of the Class
      II-P
      Interest) to receive distributions from the proceeds of REMIC IIE in respect
      of
      the Class R-2E Interest, the Class II-P Certificates, and all ownership
      interests evidenced or constituted by the Class R-2E Interest and the Class
      II-P
      Certificates, shall be as set forth in this Agreement. The Class R-2E Interest
      and the Class II-P Certificates shall constitute the entire beneficial ownership
      interest in REMIC IIE.

     

    (j)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      II-IO Interest for the benefit of the Class R-2F Interest and REMIC IIF (as
      holder of the Class II-IO Interest). The Trustee acknowledges receipt of the
      Class II-IO Interest and declares that it holds and will hold the same in trust
      for the exclusive use and benefit of all present and future Holders of the
      Class
      R-2F Interest and REMIC IIF (as holder of the Class II-IO Interest). The rights
      of the Holder of the Class R-2F Interest and REMIC IIF (as holder of the Class
      II-IO Interest) to receive distributions from the proceeds of REMIC IIF in
      respect of the Class R-2F Interest, REMIC IIF Regular Interest IO, and all
      ownership interests evidenced or constituted by the Class R-2F Interest and
      REMIC IIF Regular Interest IO, shall be as set forth in this Agreement. The
      Class R-2F Interest and REMIC IIF Regular Interest IO shall constitute the
      entire beneficial ownership interest in REMIC IIF.

     

    Section
      2.08  Issuance
      of Class I-R Certificates, the Class II-R Certificates, the Class I-R-X
      Certificates and the Class II-R-X Certificates.

     

    (a)  The
      Trustee acknowledges the assignment to it of the REMIC IA Regular Interests
      and the REMIC IB Regular Interests and, concurrently therewith and in
      exchange therefor, pursuant to the written request of the Depositor executed
      by
      an officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      I-R
      Certificates in authorized denominations. 

     

    (b)  The
      Trustee acknowledges the assignment to it of the REMIC IIA Regular Interests
      and
      the REMIC IIB Regular Interests and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      II-R Certificates in authorized denominations. 

     

    (c)  The
      Trustee acknowledges the assignment to it of the Class I-X Interest, the Class
      I-P Interest and the Class I-IO Interest and, concurrently therewith and in
      exchange therefor, pursuant to the written request of the Depositor executed
      by
      an officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      I-R-X Certificates in authorized denominations. 

     

    (d)  The
      Trustee acknowledges the assignment to it of the Class II-X Interest, the Class
      II-P Interest and the Class II-IO Interest and, concurrently therewith and
      in
      exchange therefor, pursuant to the written request of the Depositor executed
      by
      an officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      II-R-X Certificates in authorized denominations. 

     

    Section
      2.09  Establishment
      of 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 “Nomura Home Equity Loan, Inc., Alternative Loan Trust,
      Series 2007-1” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

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

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

    (e)  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 2.10 may not be
      amended, without the consent of the Certificateholders evidencing 51% or more
      of
      the aggregate voting rights of the Certificates.

     

     

     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  GMACM
      to act as Servicer of the related Mortgage Loans.

     

    The
      obligations of GMACM hereunder to service and administer the Mortgage Loans
      shall be limited to the GMAC Mortgage Loans, and with respect to the duties
      and
      obligations of GMACM, references herein to the related Mortgage Loans shall
      be
      limited to the GMACM Mortgage Loans (and the related proceeds thereof and
      related REO Properties) and references to the related Servicer or such Servicer
      in connection with the performance of the servicing obligations specified in
      this Agreement and all obligations arising hereunder by the related Servicer
      in
      connection with the servicing of the related Mortgage Loans shall be deemed
      to
      be references to GMACM or any successor thereto responsible for the servicing
      and administration of the GMACM Mortgage Loans pursuant to the terms of this
      Agreement. Any reference in this Section 3,01 to the “Servicer” or the
“related Servicer” shall be deemed to refer to GMACM unless indicated otherwise,
      and any reference to the “Mortgage Loans” or “related Mortgage Loans” shall be
      deemed to refer to the GMACM Mortgage Loans unless indicated otherwise. The
      Wells Fargo Mortgage Loans will be serviced and administered by Wells Fargo
      pursuant to the terms and provisions of the Servicing Agreement and Wells Fargo
      shall have no obligation to adhere to the provisions of this Agreement in
      connection with the servicing and administration of the Wells Fargo Mortgage
      Loans. In addition, GMACM will have no responsibility to service or administer
      the Wells Fargo Mortgage Loans or have any other obligation or liability with
      respect to the Wells Fargo Mortgage Loans or the Servicing Agreement.


     

    GMACM
      shall service and administer the related Mortgage Loans on behalf of the Trust
      Fund and in the best interest of and for the benefit of the Certificateholders
      (as determined by GMACM in its reasonable judgment) in accordance with the
      terms
      of this Agreement and the related Mortgage Loans and to the extent consistent
      with such terms and in accordance with and exercising the same care in
      performing those practices that GMACM customarily employs and exercises in
      servicing and administering mortgage loans for its own account and of the same
      type as such Mortgage Loans in the jurisdiction in which the related Mortgaged
      Properties are located (including, compliance with all applicable federal,
      state
      and local laws).

     

    To
      the
      extent consistent with the foregoing, GMACM shall seek the timely and complete
      recovery of principal and interest on the Mortgage Notes related to the Mortgage
      Loans and shall waive a Prepayment Charge only under the following
      circumstances: (i) such waiver is standard and customary in servicing similar
      mortgage loans and (ii) either (A) such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of GMACM,
      maximize recovery of total proceeds taking into account the value of such
      Prepayment Charge and the related Mortgage Loan and, if such waiver is made
      in
      connection with a refinancing of the related Mortgage Loan, such refinancing
      is
      related to a default or a reasonably foreseeable default or (B) such waiver
      is
      made in connection with a refinancing of the related Mortgage Loan unrelated
      to
      a default or a reasonably foreseeable default where (x) the related Mortgagor
      has stated to the related Servicer an intention to refinance the related
      Mortgage Loan and (y) the related Servicer has concluded in its reasonable
      judgment that the waiver of such Prepayment Charge would induce such Mortgagor
      to refinance with GMACM, (iii) GMACM reasonably believes such Prepayment Charge
      is unenforceable in accordance with applicable law or the collection of such
      related Prepayment Charge would otherwise violate applicable law or (iv) the
      collection of such Prepayment Charge would be considered “predatory” pursuant to
      written guidance published or issued by any applicable federal, state or local
      regulatory authority acting in its official capacity and having jurisdiction
      over such matters. If a Prepayment Charge is waived as permitted by meeting
      both
      of the standards described in clauses (i) and (ii)(B) above, then GMACM is
      required to pay the amount of such waived Prepayment Charge (the “Servicer
      Prepayment Charge Payment Amount”), for the benefit of the Holders of the Class
      P Certificates, by depositing such amount into the related Custodial Account
      within ninety (90) days of notice or discovery of such waiver meeting the
      standard set forth in both clauses (i) and (ii)(B) above; provided, however,
      that GMACM shall not waive more than five percent (5%) of the Prepayment Charges
      (by number of Prepayment Charges) set forth on the Mortgage Loan Schedule in
      accordance with clauses (i) and (ii)(B) above. Notwithstanding any other
      provisions of this Agreement, any payments made by GMACM in respect of any
      waived Prepayment Charges pursuant to clauses (i) and (ii)(B) above and the
      preceding sentence shall be deemed to be paid outside of the Trust
      Fund.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, if GMACM waives a
      Prepayment Charge in breach of the foregoing paragraph, GMACM will pay the
      amount of such waived Prepayment Charge, from its own funds without any right
      of
      reimbursement, for the benefit of the Holders of the Class I-P Certificates
      or
      Class II-P Certificates, as applicable, by depositing such amount into the
      Custodial Account within ninety (90) days of the earlier of discovery by GMACM
      or receipt of notice by GMACM of such breach. Furthermore, notwithstanding
      any
      other provisions of this Agreement, any payments made by GMACM in respect of
      any
      waived Prepayment Charges pursuant to this paragraph shall be deemed to be
      paid
      outside of the Trust Fund.

     

    Subject
      only to the above-described applicable servicing standards (the “Accepted
      Servicing Practices”) and the terms of this Agreement and of the respective
      Mortgage Loans, GMACM shall have full power and authority, acting alone and/or
      through Subservicers as provided in Section 3.03, to do or cause to be done
      any and all things that it may deem necessary or desirable in connection with
      such servicing and administration, including but not limited to, the power
      and
      authority, subject to the terms hereof (i) to execute and deliver, on behalf
      of
      the Certificateholders and the Trustee, customary consents or waivers and other
      instruments and documents, (ii) to consent to transfers of any related Mortgaged
      Property and assumptions of the Mortgage Notes and related Mortgages (but only
      in the manner provided herein), (iii) to collect any Insurance Proceeds and
      other Liquidation Proceeds, and (iv) subject to Section 3.09, to effectuate
      foreclosure or other conversion of the ownership of the Mortgaged Property
      securing any Mortgage Loan serviced by GMACM.

     

    Without
      limiting the generality of the foregoing, GMACM, in its own name or in the
      name
      of the Trust, the Depositor or the Trustee, is hereby authorized and empowered
      by the Trust, the Depositor and the Trustee, when GMACM believes it appropriate
      in its reasonable judgment, to execute and deliver, on behalf of the Trustee,
      the Depositor, the Certificateholders or any of them, any and all instruments
      of
      satisfaction or cancellation, or of partial or full release or discharge and
      all
      other comparable instruments, with respect to the related Mortgage Loans, and
      with respect to the related Mortgaged Properties held for the benefit of the
      Certificateholders. GMACM shall prepare and deliver to the Depositor and/or
      the
      Trustee such documents requiring execution and delivery by any or all of them
      as
      are necessary or appropriate to enable GMACM to service and administer the
      related Mortgage Loans. Upon receipt of such documents, the Depositor and/or
      the
      Trustee shall execute such documents and deliver them to GMACM. In addition,
      the
      Trustee shall execute, at the written request of GMACM, and furnish to it any
      special or limited powers of attorney agreeable to the Trustee and its counsel
      applicable to all locations in which the Mortgaged Properties are located and
      other documents necessary or appropriate to enable GMACM to carry out its
      servicing and administrative duties, provided such limited powers of attorney
      or
      other documents shall be prepared by GMACM and submitted to the Trustee for
      review prior to execution. Notwithstanding anything to the contrary herein,
      the
      Trustee shall in no way be liable or responsible for the willful malfeasance
      of
      GMACM, or for the wrongful or negligent actions taken by GMACM, while GMACM
      is
      acting pursuant to the powers granted to it in this paragraph.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      GMACM shall advance or cause to be advanced funds as necessary for the purpose
      of effecting the payment of taxes and assessments on the Mortgaged Properties
      relating to the related Mortgage Loans in order to preserve the lien on the
      related Mortgaged Property, which advances shall be reimbursable in the first
      instance from related collections from the Mortgagors pursuant to
      Section 3.27, and further as provided in Section 3.32. All costs
      incurred by GMACM, if any, in effecting the payments of such taxes and
      assessments on the related Mortgaged Properties and related insurance premiums
      shall not, for the purpose of calculating monthly distributions to the
      Certificateholders, be added to the Stated Principal Balance under the related
      Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so
      permit.

     

    Section
      3.02  Due-on-Sale
      Clauses; Assumption Agreements.

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the related Servicer shall
      to
      the extent that it has knowledge of such conveyance, enforce any due-on-sale
      clause contained in any Mortgage Note or Mortgage, to the extent permitted
      under
      applicable law and governmental regulations, but only to the extent that such
      enforcement will not adversely affect or jeopardize coverage under any Required
      Insurance Policy. Notwithstanding the foregoing, no Servicer shall be required
      to exercise such rights with respect to a Mortgage Loan serviced by such
      Servicer if the Person to whom the related Mortgaged Property has been conveyed
      or is proposed to be conveyed satisfies the terms and conditions contained
      in
      the Mortgage Note and Mortgage related thereto and the consent of the mortgagee
      under such Mortgage Note or Mortgage is not otherwise so required under such
      Mortgage Note or Mortgage as a condition to such transfer. In the event that
      the
      related Servicer is prohibited by law from enforcing any such due-on-sale
      clause, or if coverage under any Required Insurance Policy would be adversely
      affected, or if nonenforcement is otherwise permitted hereunder, such Servicer
      is authorized, subject to Section 3.02(b), to take or enter into an
      assumption and modification agreement from or with the person to whom such
      property has been or is about to be conveyed, pursuant to which such person
      becomes liable under the Mortgage Note and, unless prohibited by applicable
      state law, the Mortgagor remains liable thereon, provided that the related
      Mortgage Loan shall continue to be covered (if so covered before the related
      Servicer enters into such an agreement) by the applicable Required Insurance
      Policies. The related Servicer, subject to Section 3.02(b), is also
      authorized with the prior approval of the insurers under any Required Insurance
      Policies to enter into a substitution of liability agreement with such Person,
      pursuant to which the original Mortgagor is released from liability and such
      Person is substituted as Mortgagor and becomes liable under the Mortgage Note.
      Notwithstanding the foregoing, no Servicer shall be deemed to be in default
      under this Section 3.02(a) by reason of any transfer or assumption that
      such Servicer reasonably believes it is restricted by law from
      preventing.

     

    (b)  Subject
      to the related Servicer’s duty to enforce any due-on-sale clause to the extent
      set forth in Section 3.02(a), in any case in which a Mortgaged Property has
      been conveyed to a Person by a Mortgagor, and such Person is to enter into
      an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, the related Servicer shall prepare
      and
      deliver or cause to be prepared and delivered to the Trustee for signature
      and
      shall direct, in writing, the Trustee to execute the assumption agreement with
      the Person to whom the Mortgaged Property is to be conveyed and such
      modification agreement or supplement to the Mortgage Note or Mortgage or other
      instruments as are reasonable or necessary to carry out the terms of the
      Mortgage Note or Mortgage or otherwise to comply with any applicable laws
      regarding assumptions or the transfer of the Mortgaged Property to such Person.
      In connection with any such assumption, no material term of the Mortgage Note
      (including, but not limited to, (a) the Mortgage Rate, (b) the amount of the
      Scheduled Payment, (c) the related Index, Gross Margin, Periodic Rate Cap,
      Adjustment Date, Maximum Interest Rate or Minimum Mortgage Interest Rate, and
      (d) any other term affecting the amount or timing of payment on the related
      Mortgage Loan) may be changed. In addition, the substitute Mortgagor and the
      Mortgaged Property must be acceptable to the related Servicer in accordance
      with
      the servicing standard set forth in Section 3.01. The related Servicer
      shall notify the Trustee that any such substitution or assumption agreement
      has
      been completed by forwarding to the Custodian the original of such substitution
      or assumption agreement, which in the case of the original shall be added to
      the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof. Any fee collected by a Servicer for entering into
      an assumption or substitution of liability agreement will be retained by such
      Servicer as additional servicing compensation.

     

    Section
      3.03  Subservicers.

     

    The
      related Servicer shall perform all of its servicing responsibilities hereunder
      or may cause a Subservicer to perform any such servicing responsibilities on
      its
      behalf, but the use by such Servicer of a Subservicer shall not release such
      Servicer from any of its obligations hereunder with respect to the related
      Mortgage Loans. Any subservicing arrangement and the terms of the related
      Subservicing Agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated hereunder
      and
      the related Servicer shall cause any Subservicer to comply with the provisions
      of this Agreement (including, without limitation, to provide the information
      required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the
      same
      extent as if such Subservicer were the related Servicer. Each Subservicer shall
      be (i) authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. The related Servicer shall promptly, upon
      request, provide to the Master Servicer and the Depositor a written description
      (in form and substance satisfactory to the Master Servicer and the Depositor)
      of
      the role and function of each Subservicer utilized by such Servicer, specifying
      (i) the identity of each such Subservicer, (ii) which (if any) of such
      Subservicer is “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria
      will be addressed in assessments of compliance provided by each Subservicer
      identified pursuant to clause (ii) of this subsection; provided, however, that
      no Servicer shall be required to provide the information in clause (i) or (ii)
      of this subsection until such time that the applicable assessment of compliance
      is due in accordance with Section 3.14 of this Agreement. The related
      Servicer shall be responsible for obtaining from each Subservicer engaged by
      it
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification as and when required to be delivered. The related Servicer shall
      pay all fees of each of its Subservicers from its own funds.

     

    Notwithstanding
      the foregoing, with respect to the related Mortgage Loans, the related Servicer
      shall be entitled to outsource one or more separate servicing functions to
      any
      person that does not meet the eligibility requirements for a Subservicer (each
      such person, a “Subcontractor”), so long as such outsourcing does not constitute
      the delegation of such Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      related Servicer shall promptly, upon request, provide to the Master Servicer
      and the Depositor a written description (in form and substance satisfactory
      to
      the Master Servicer and the Depositor) of the role and function of each
      Subcontractor utilized by such Servicer, specifying (i) the identity of each
      such Subcontractor, (ii) which (if any) of such Subservicer and Subcontractors
      are “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause (ii) of this subsection. In such event, the use by a Servicer
      of any such Subcontractor shall not release such Servicer from any of its
      obligations hereunder and such Servicer shall remain responsible hereunder
      for
      all acts and omissions of such Subcontractor as fully as if such acts and
      omissions were those of the related Servicer, and the related Servicer shall
      pay
      all fees and expenses of the Subcontractor from the related Servicer’s own
      funds.

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the related Servicer shall cause any such Subcontractor used
      by
      it for the benefit of the Master Servicer, the Trustee and the Depositor to
      comply with the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement
      to
      the same extent as if such Subcontractor were such Servicer. The related
      Servicer shall be responsible for obtaining from each Subcontractor and
      delivering to the Master Servicer and any Depositor any compliance statement,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification required to be delivered by such Subcontractor under
      Section 3.13, 3.14 and 3.18, in each case as and when required to be
      delivered.

     

    At
      the
      cost and expense of the related Servicer, without any right of reimbursement
      from the related Custodial Account, such Servicer shall be entitled to terminate
      the rights and responsibilities of a Subservicer or Subcontractor and arrange
      for any servicing responsibilities to be performed by a successor Subservicer
      or
      Subcontractor; provided, however, that nothing contained herein shall be deemed
      to prevent or prohibit the related Servicer, at its option, from electing to
      service the related Mortgage Loans itself. In the event that the related
      Servicer’s responsibilities and duties under this Agreement are terminated
      pursuant to Section 8.01, such Servicer shall at its own cost and expense
      terminate the rights and responsibilities of each Subservicer and Subcontractor
      with respect to the related Mortgage Loans effective as of the date of such
      Servicer’s termination. The related Servicer shall pay all fees, expenses or
      penalties necessary in order to terminate the rights and responsibilities of
      each Subservicer and Subcontractor from such Servicer’s own funds without
      reimbursement from the Trust Fund.

     

    Notwithstanding
      the foregoing, no Servicer shall be relieved of its obligations hereunder with
      respect to the related Mortgage Loans and shall be obligated to the same extent
      and under the same terms and conditions as if it alone were servicing and
      administering the related Mortgage Loans. The related Servicer shall be entitled
      to enter into an agreement with a Subservicer or Subcontractor, as applicable,
      for indemnification of such Servicer by the Subservicer or Subcontractor, as
      applicable, and nothing contained in this Agreement shall be deemed to limit
      or
      modify such indemnification.

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer or Subcontractor shall be deemed to
      be
      between such Subservicer or Subcontractor and the related Servicer alone, and
      neither the Master Servicer nor the Trustee shall have any obligations, duties
      or liabilities with respect to such Subservicer or Subcontractor including
      any
      obligation, duty or liability of Master Servicer or the Trustee to pay such
      Subservicer’s or Subcontractor’s fees and expenses or any differential in the
      amount of the servicing fee paid hereunder and the amount necessary to induce
      any successor servicer to act as successor servicer under this Agreement and
      the
      transactions provided for in this Agreement. For purposes of remittances to
      the
      Securities Administrator pursuant to this Agreement, the related Servicer shall
      be deemed to have received a payment on a Mortgage Loan when a Subservicer
      or
      Subcontractor engaged by such Servicer has received such payment.

     

    Section
      3.04  Documents,
      Records and Funds in Possession of a Servicer To Be Held for
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, the related Servicer shall transmit
      to
      the Trustee as required by this Agreement all documents and instruments in
      respect of a Mortgage Loan serviced by such Servicer coming into the possession
      of such Servicer from time to time and shall account fully to the Securities
      Administrator for any funds received by such Servicer or that otherwise are
      collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in
      respect of any such Mortgage Loan. All Mortgage Files and funds collected or
      held by, or under the control of, a Servicer in respect of any Mortgage Loans
      serviced by such Servicer, whether from the collection of principal and interest
      payments or from Liquidation Proceeds, including but not limited to, any funds
      on deposit in the related Custodial Account, shall be held by such Servicer
      for
      and on behalf of the Trustee and shall be and remain the sole and exclusive
      property of the Trustee, subject to the applicable provisions of this Agreement.
      The related Servicer also agrees that it shall not create, incur or subject
      any
      Mortgage File or any funds that are deposited in the related Custodial Account,
      the Distribution Account or in any Escrow Account, or any funds that otherwise
      are or may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment or other encumbrance, or assert by legal action or otherwise
      any
      claim or right of set off against any Mortgage File or any funds collected
      on,
      or in connection with, a Mortgage Loan, except, however, that such Servicer
      shall be entitled to set off against and deduct from any such funds any amounts
      that are properly due and payable to the related Servicer under this
      Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

    (a)  The
      related Servicer shall cause to be maintained for each Mortgage Loan serviced
      by
      such Servicer hazard insurance with extended coverage on the Mortgaged Property
      in an amount which is at least equal to the lesser of (i) the Stated Principal
      Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate
      for any damage or loss to the improvements that are a part of such property
      on a
      replacement cost basis, in each case in an amount not less than such amount
      as
      is necessary to avoid the application of any coinsurance clause contained in
      the
      related hazard insurance policy. The related Servicer shall also cause to be
      maintained hazard insurance with extended coverage on each REO Property in
      an
      amount which is at least equal to the lesser of (i) the maximum insurable value
      of the improvements which are a part of such REO Property and (ii) the Stated
      Principal Balance of the related Mortgage Loan at the time it became an REO
      Property. The related Servicer will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts collected by the related Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with the procedures that such Servicer would follow in servicing
      loans held for its own account, subject to the terms and conditions of the
      related Mortgage and Mortgage Note and in accordance with the servicing standard
      set forth in Section 3.01) shall be deposited in the related Custodial
      Account, subject to withdrawal pursuant to Section 3.27. Any cost incurred
      by the related Servicer in maintaining any such insurance shall not, for the
      purpose of calculating distributions to related Certificateholders, be added
      to
      the Stated Principal Balance of the related Mortgage Loan, notwithstanding
      that
      the terms of such Mortgage Loan so permit. It is understood and agreed that
      no
      earthquake or other additional insurance is to be required of any Mortgagor
      other than pursuant to such applicable laws and regulations as shall at any
      time
      be in force and as shall require such additional insurance. If a Mortgaged
      Property or REO Property is at any time in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards and flood insurance has been made available, the related Servicer shall
      cause to be maintained a flood insurance policy in respect thereof. Such flood
      insurance shall be in an amount equal to the lesser of (i) the Stated Principal
      Balance of the related Mortgage Loan and (ii) the maximum amount of such
      insurance available for the related Mortgaged Property under the national flood
      insurance program (assuming that the area in which such Mortgaged Property
      is
      located is participating in such program).

     

    In
      the
      event that the related Servicer shall obtain and maintain a blanket policy
      with
      an insurer acceptable to Fannie Mae or Freddie Mac, or having a General Policy
      Rating of B:VI or better in Best’s Key Rating Guide (or such other rating that
      is comparable to such rating) insuring against hazard losses on all of the
      Mortgage Loans serviced by such Servicer, it shall conclusively be deemed to
      have satisfied its obligations as set forth in the first two sentences of this
      Section 3.05, it being understood and agreed that such policy may contain a
      deductible clause, in which case the related Servicer shall, in the event that
      there shall not have been maintained on the related Mortgaged Property or REO
      Property a policy complying with the first two sentences of this
      Section 3.05, and there shall have been one or more losses which would have
      been covered by such policy, deposit to the related Custodial Account maintained
      by such Servicer from its own funds the amount not otherwise payable under
      the
      blanket policy because of such deductible clause. In connection with its
      activities as administrator and servicer of the related Mortgage Loans, the
      related Servicer agrees to prepare and present, on behalf of itself, the Trustee
      and Certificateholders, claims under any such blanket policy in a timely fashion
      in accordance with the terms of such policy.

     

    (b)  The
      related Servicer shall keep in force during the term of this Agreement a policy
      or policies of insurance covering errors and omissions for failure in the
      performance of such Servicer’s obligations under this Agreement, which policy or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      such Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The related Servicer shall provide the Master Servicer, upon
      request, with copies of such insurance policies and fidelity bond (or waiver
      thereof). The related Servicer shall also maintain a fidelity bond in the form
      and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
      such Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The related Servicer shall be deemed to have complied with this
      provision if one of its Affiliates has such errors and omissions and fidelity
      bond coverage and, by the terms of such insurance policy or fidelity bond,
      the
      coverage afforded thereunder extends to such Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty (30) days’ prior written notice to the Master Servicer. The related
      Servicer shall also cause its Subservicers to maintain a policy of insurance
      covering errors and omissions and a fidelity bond which would meet such
      requirements.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    The
      related Servicer shall prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the applicable Insurance Policies and take
      such actions (including the negotiation, settlement, compromise or enforcement
      of the insured’s claim) as shall be necessary to realize recovery under such
      Insurance Policies. Any proceeds disbursed to the related Servicer in respect
      of
      such Insurance Policies shall, within two Business Days of its receipt, be
      deposited in the related Custodial Account, except that any amounts realized
      that are to be applied to the repair or restoration of the related Mortgaged
      Property as a condition precedent to the presentation of claims on the related
      Mortgage Loan to the insurer under any applicable Insurance Policy need not
      be
      so deposited (or remitted).

     

    Section
      3.07  Maintenance
      of Insurance Policies.

     

    The
      related Servicer shall not take any action that would result in noncoverage
      under any applicable Insurance Policy of any loss which, but for the actions
      of
      such Servicer would have been covered thereunder. The related Servicer shall
      use
      its best efforts to keep in force and effect (to the extent that the related
      Mortgage Loan requires the Mortgagor to maintain such insurance), any applicable
      Insurance Policy. The related Servicer shall not cancel or refuse to renew
      any
      Insurance Policy that is in effect at the date of the initial issuance of the
      Mortgage Note and is required to be kept in force hereunder.

     

    Section
      3.08  Reserved.

     

    Section
      3.09  Realization
      Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
      and
      Realized Losses; Repurchases of Certain Mortgage Loans.

     

    (a)  The
      related Servicer shall use reasonable efforts to foreclose upon or otherwise
      comparably convert the ownership of properties securing such of the Mortgage
      Loans serviced by such Servicer as come into and continue in default and as
      to
      which no satisfactory arrangements can be made for collection of delinquent
      payments. In connection with such foreclosure or other conversion, the related
      Servicer shall follow such practices and procedures as it shall deem necessary
      or advisable and as shall be normal and usual in its general mortgage servicing
      activities and the requirements of the insurer under any Required Insurance
      Policy; provided that the related Servicer shall not be required to expend
      its
      own funds in connection with any foreclosure or towards the restoration of
      any
      property unless it shall determine (i) that such restoration and/or foreclosure
      will increase the proceeds of liquidation of the related Mortgage Loan after
      reimbursement to itself of such expenses and (ii) that such expenses will be
      recoverable to it through Liquidation Proceeds (respecting which it shall have
      priority for purposes of withdrawals from the related Custodial Account). If
      a
      Mortgage Loan becomes 180 days delinquent and the related Servicer, in its
      reasonable good faith judgment, determines that the recovery of principal with
      respect to such Mortgage Loan will not materially be in excess of the cost
      of
      foreclosure or other liquidation of the Mortgage Loan, then the related Servicer
      will be deemed to have made a Final Recovery Determination with respect to
      such
      Mortgage Loan and the related Servicer may charge off such Mortgage Loan at
      any
      time thereafter. If the related Servicer reasonably believes that Liquidation
      Proceeds with respect to any such Mortgage Loan would not be increased as a
      result of such foreclosure or other action, such Mortgage Loan will be
      charged-off and will become a Liquidated Loan. The related Servicer will give
      notice of any such charge-off to the Securities Administrator. The related
      Servicer shall be responsible for all other costs and expenses incurred by
      it in
      any such proceedings; provided that such costs and expenses shall be Servicing
      Advances and that it shall be entitled to reimbursement thereof from the
      proceeds of liquidation of the related Mortgaged Property, as contemplated
      in
      Section 3.27. If the related Servicer has knowledge that a Mortgaged
      Property that such Servicer is contemplating acquiring in foreclosure or by
      deed-in-lieu of foreclosure is located within a one-mile radius of any site
      with
      environmental or hazardous waste risks known to such Servicer, such Servicer
      shall, prior to acquiring the Mortgaged Property, consider such risks and only
      take action in accordance with its established environmental review
      procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the related Certificateholders (or
      the Trustee’s nominee on behalf of the related Certificateholders). The
      Trustee’s name shall be placed on the title to such REO Property solely as the
      Trustee hereunder and not in its individual capacity. The related Servicer
      shall
      ensure that the title to such REO Property references this Agreement and the
      Trustee’s capacity hereunder. Pursuant to its efforts to sell such REO Property,
      the related Servicer shall either itself or through an agent selected by such
      Servicer protect and conserve such REO Property in the same manner and to such
      extent as is customary in the locality where such REO Property is located and
      may, incident to its conservation and protection of the interests of the related
      Certificateholders, rent the same, or any part thereof, as such Servicer deems
      to be in the best interest of such Servicer and the related Certificateholders
      for the period prior to the sale of such REO Property. The related Servicer
      shall prepare for and deliver to the Securities Administrator a statement with
      respect to each REO Property that has been rented showing the aggregate rental
      income received and all expenses incurred in connection with the management
      and
      maintenance of such REO Property at such times as is necessary to enable the
      Securities Administrator to comply with the reporting requirements of the REMIC
      Provisions. The net monthly rental income, if any, from such REO Property shall
      be deposited in the related Custodial Account no later than the close of
      business on each Determination Date. The related Servicer shall perform the
      tax
      reporting and withholding related to foreclosures, abandonments and cancellation
      of indebtedness income as specified by Sections 6050H, 6050J and 6050P of the
      Code by preparing and filing such tax and information returns, as may be
      required.

     

    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the related Servicer shall dispose of such Mortgaged Property prior to three
      years after its acquisition by the Trust Fund or, at the expense of the Trust
      Fund, request from the Internal Revenue Service more than 60 days prior to
      the
      day on which such three-year period would otherwise expire, an extension of
      the
      three-year grace period. The Trustee and the Securities Administrator shall
      be
      supplied with an Opinion of Counsel (such opinion not to be an expense of the
      Trustee, the Securities Administrator or the Trust Fund) to the effect that
      the
      holding by the Trust Fund of such Mortgaged Property subsequent to such
      three-year period will not result in the imposition of taxes on “prohibited
      transactions” of REMIC IA or REMIC IIA as defined in section 860F of the
      Code or cause REMIC IA or REMIC IIA to fail to qualify as a REMIC at any
      time that any Certificates are outstanding, in which case the Trust Fund may
      continue to hold such Mortgaged Property (subject to any conditions contained
      in
      such Opinion of Counsel). Notwithstanding any other provision of this Agreement,
      no Mortgaged Property acquired by the Trust Fund shall be rented (or allowed
      to
      continue to be rented) or otherwise used for the production of income by or
      on
      behalf of the Trust Fund in such a manner or pursuant to any terms that would
      (i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of section 860G(a)(8) of the Code or (ii) subject
      REMIC IA or REMIC IIA to the imposition of any federal, state or local
      income taxes on the income earned from such Mortgaged Property under section
      860G(c) of the Code or otherwise, unless the related Servicer has agreed to
      indemnify and hold harmless the Trust Fund with respect to the imposition of
      any
      such taxes.

     

    The
      decision of the related Servicer to foreclose on a defaulted Mortgage Loan
      shall
      be subject to a determination by such Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a proceeding.
      The income earned from the management of any Mortgaged Properties acquired
      through foreclosure or other judicial proceeding, net of reimbursement to the
      related Servicer for expenses incurred (including any property or other taxes)
      in connection with such management and net of unreimbursed Servicing Fees,
      Advances, Servicing Advances and any management fee paid or to be paid with
      respect to the management of such Mortgaged Property, shall be applied to the
      payment of principal of, and interest on, the defaulted Mortgage Loans (with
      interest accruing as though such Mortgage Loans were still current) and all
      such
      income shall be deemed, for all purposes in the Agreement, to be payments on
      account of principal and interest on the related Mortgage Notes and shall be
      deposited into the related Custodial Account. To the extent the income received
      during a Prepayment Period is in excess of the amount attributable to amortizing
      principal and accrued interest at the related Mortgage Rate on the Mortgage
      Loan, such excess shall be considered to be a partial Principal Prepayment
      for
      all purposes hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the related Servicer as provided above, shall be deposited in the related
      Custodial Account on the next succeeding Determination Date following receipt
      thereof for distribution on the related Distribution Date, except that any
      Excess Liquidation Proceeds shall be retained by the related Servicer as
      additional servicing compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of Liquidation Proceeds or any income from an REO Property,
      shall be applied in the following order of priority: first, to reimburse the
      related Servicer for any related unreimbursed Servicing Advances and Servicing
      Fees, pursuant to Section 3.27 or this Section 3.09; second, to
      reimburse the related Servicer for any unreimbursed Advances, pursuant to
      Section 3.27 or this Section 3.09; third, to accrued and unpaid
      interest (to the extent no Advance has been made for such amount) on the
      Mortgage Loan or related REO Property, at the Net Mortgage Rate to the first
      day
      of the month in which such amounts are required to be distributed; and fourth,
      as a recovery of principal of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, the related Servicer shall determine the respective
      aggregate amounts of Excess Liquidation Proceeds and Realized Losses, if any,
      with respect to any Mortgage Loan for the related Prepayment Period and report
      the same to the Master Servicer pursuant to Section 3.28.

     

    (c)  The
      related Servicer hereby covenants to the parties hereto that it has no intent
      to
      foreclose on any Mortgage Loan serviced by such Servicer based on the
      delinquency characteristics as of the Closing Date; provided, however, that
      the
      foregoing does not prevent the related Servicer from initiating foreclosure
      proceedings on any date hereafter if the facts and circumstances of such
      Mortgage Loans including delinquency characteristics in the related Servicer’s
      discretion so warrant such action.

     

    Section
      3.10  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the related Servicer shall be
      entitled to retain or withdraw from the related Custodial Account out of each
      payment of interest on each Mortgage Loan serviced by such Servicer included
      in
      the Trust Fund an amount equal to the Servicing Fee. In addition, the related
      Servicer shall be entitled to recover any unpaid Servicing Fees payable to
      it
      out of Liquidation Proceeds, Insurance Proceeds or condemnation proceeds related
      to the Mortgage Loans to the extent permitted by Section 3.27.

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, assumption fees, late payment charges, insufficient funds
      charges and ancillary income to the extent such fees or charges are received
      by
      the related Servicer, all income and gain net of any losses realized from
      Permitted Investments with respect to funds in or credited to the related
      Custodial Account shall be retained by such Servicer to the extent not required
      to be deposited in such Custodial Account pursuant to Section 3.27. The
      related Servicer shall be required to pay all expenses incurred by it in
      connection with its servicing activities hereunder (including payment of any
      premiums for hazard insurance, as required by Section 3.05 and maintenance
      of the other forms of insurance coverage required by Section 3.07 and shall
      not be entitled to reimbursement therefor except as specifically provided
      herein.

     

    Section
      3.11  REO
      Property.

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the related Certificateholders. The
      related Servicer shall sell any REO Property as expeditiously as possible and
      in
      accordance with the provisions of this Agreement. Pursuant to its efforts to
      sell such REO Property, the related Servicer shall protect and conserve such
      REO
      Property in the manner and to the extent required herein, in accordance with
      the
      REMIC Provisions.

     

    (b)  The
      related Servicer shall deposit all funds collected and received in connection
      with the operation of any REO Property into the related Custodial
      Account.

     

    (c)  The
      related Servicer, upon the final disposition of any REO Property, shall be
      entitled to reimbursement for any related unreimbursed Advances, unreimbursed
      Servicing Advances or Servicing Fees from Liquidation Proceeds received in
      connection with the final disposition of such REO Property; provided, that
      any
      such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
      Fees may be reimbursed or paid, as the case may be, prior to final disposition,
      out of any net rental income or other net amounts derived from such REO
      Property.

     

    Section
      3.12  Liquidation
      Reports.

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the related Servicer shall
      submit a liquidation report to the Trustee containing such information as shall
      be mutually acceptable to the Servicer and the Trustee with respect to such
      Mortgaged Property.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      related Servicer, the Master Servicer and the Securities Administrator shall
      deliver or otherwise make available (and shall cause each Servicing Function
      Participant engaged by it to deliver) to the Depositor and the Securities
      Administrator on or before March 15 of each year, commencing in March 2008,
      an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of such Servicing Function Participant’s performance under this Agreement,
      or such other applicable agreement in the case of a Servicing Function
      Participant, has been made under such officer’s supervision and (B) to the best
      of such officer’s knowledge, based on such review, such party has fulfilled all
      its obligations under this Agreement, or such other applicable agreement in
      the
      case of a Servicing Function Participant (other than the related Servicer,
      the
      Master Servicer or the Securities Administrator), in all material respects
      throughout such year or portion thereof, or, if there has been a failure to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status thereof.

     

    (b)  (i)  For
      so long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the related Servicer to comply timely with this Section 3.13
      shall be deemed a Servicer Default as to such Servicer, without any cure period,
      and the Master Servicer shall notify the Trustee and the Trustee may, in
      addition to whatever rights the Master Servicer or the Trustee, as applicable,
      may have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of such Servicer under this Agreement and in and to the related
      Mortgage Loans and the proceeds thereof without compensating such Servicer
      for
      the same. The Master Servicer or the Trustee, as applicable, shall so terminate
      the defaulting Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail. This paragraph shall supersede any other provision
      in this Agreement or any other agreement to the contrary.

     

    (ii)  After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the related Servicer to comply timely with this Section 3.13 shall be
      deemed a Servicer Default as provided for in Section 8.01(a)(viii). The
      Master Servicer shall notify the Trustee and the Trustee may, terminate the
      defaulting Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the related Servicer and any Servicing Function Participant with its own
      annual statement of compliance to be submitted to the Securities Administrator
      pursuant to this Section 3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder upon request at the Master
      Servicer’s expense.

     

    (e)  In
      the
      event the related Servicer, the Master Servicer, the Securities Administrator
      or
      any other Servicing Function Participant is terminated or resigns pursuant
      to
      the terms of this Agreement, or any applicable agreement in the case of such
      other Servicing Function Participant, as the case may be, such party shall
      provide or cause such other Servicing Function Participant to provide an
      Officer’s Certificate pursuant to this Section 3.13 with respect to the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2008, the related Servicer, the Master
      Servicer and the Securities Administrator, each at its own expense and pursuant
      to Item 1122(a) of Regulation AB, shall furnish or otherwise make available,
      and
      shall cause any Servicing Function Participant engaged by it to furnish, which
      in each case shall not be an expense of the Trust Fund, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria for the period
      consisting of the prior calendar year, including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria for the
      period consisting of the prior calendar year.

     

    (b)  No
      later
      than the end of each calendar year, the related Servicer and the Master Servicer
      shall forward to the Securities Administrator and the Depositor, the name of
      each Servicing Function Participant engaged
      by it and
      what
      Relevant Servicing Criteria will be addressed in the report on assessment of
      compliance prepared by such Servicing Function Participant; provided, however,
      that the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administrator
      are the same entity. When the related Servicer and the Master Servicer (or
      any
      Servicing Function Participant engaged by them) submit their assessments to
      the
      Securities Administrator, such parties will also at such time include the
      assessment (and attestation pursuant to paragraph (c) below) of each Servicing
      Function Participant engaged by it. 

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the related
      Servicer, the Master Servicer, the Securities Administrator and any Servicing
      Function Participant engaged by such parties as to the nature of any material
      instance of noncompliance with the Relevant Servicing Criteria by each such
      party, and (ii) the Securities Administrator shall confirm that the assessments,
      taken as a whole, address all of the Servicing Criteria and taken individually
      address the Relevant Servicing Criteria for each party as set forth on Exhibit
      L
      and on any similar exhibit set forth in the Servicing Agreement in respect
      of
      Wells Fargo, and notify the Depositor of any exceptions. 

     

    In
      the
      event a Servicing Function Participant is terminated, assigns its rights and
      obligations under, or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide, or
      cause a Servicing Function Participant engaged by it to provide, a report on
      assessment of compliance pursuant to this Section 3.14 with respect to the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be.

     

    The
      Master Servicer shall include such annual report on assessment of compliance
      with its own assessment of compliance to be submitted to the Securities
      Administrator pursuant to this Section.

     

    (c)  By
      March
      15 of each year, commencing in March 2008, the related Servicer, the Master
      Servicer and the Securities Administrator, each at its own expense, shall cause,
      and shall cause any Servicing Function Participant engaged by such party to
      cause, which in each case shall not be an expense of the trust, a registered
      public accounting firm (which may also render other services to such Servicing
      Function Participants) and that is a member of the American Institute of
      Certified Public Accountants to furnish a report to the Master Servicer and
      Securities Administrator to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. In the event that an overall opinion cannot
      be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language.

     

    Promptly
      after receipt of such report from a Servicing Function Participant, the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to paragraph (a) above is coupled with an attestation meeting the requirements
      of this Section and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include each such attestation with its own attestation
      to
      be submitted to the Securities Administrator pursuant to this
      Section.

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any other
      applicable agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this
      Section 3.14 with respect to the period of time it was subject to this
      Agreement or any applicable subservicing agreement, as the case may
      be.

     

    (d)  (i)  For
      so long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the related Servicer to comply timely with this Section 3.14
      shall be deemed a Servicer Default as to such Servicer, automatically, without
      notice and without any cure period, and the Master Servicer shall notify the
      Trustee and the Trustee may, in addition to whatever rights the Master Servicer
      or the Trustee, as applicable, may have under this Agreement and at law or
      in
      equity or to damages, including injunctive relief and specific performance,
      terminate all the rights and obligations of such Servicer under this Agreement
      and in and to the related Mortgage Loans and the proceeds thereof without
      compensating the Servicer for the same. The Trustee shall so terminate the
      defaulting Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail. This paragraph shall supersede any other provision
      in this Agreement or any other agreement to the contrary.

     

    (ii)  After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the related Servicer to comply timely with this Section 3.14 shall be
      deemed a Servicer Default as provided for in Section 8.01(a)(ix). The
      Trustee may terminate the defaulting Servicer by delivery of notice thereof
      via
      first class mail, facsimile or electronic mail.

     

    Section
      3.15  Books
      and Records.

     

    The
      related Servicer shall be responsible for maintaining, and shall maintain,
      a
      complete set of books and records for the Mortgage Loans serviced by such
      Servicer which shall be appropriately identified in such Servicer’s computer
      system to clearly reflect the ownership of the Mortgage Loans by the Trust.
      In
      particular, the related Servicer shall maintain in its possession, available
      for
      inspection by the Trustee and the Master Servicer and shall deliver to the
      Trustee or the Master Servicer upon reasonable prior request and during normal
      business hours, evidence of compliance with all federal, state and local laws,
      rules and regulations. To the extent that original documents are not required
      for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
      documents maintained by the related Servicer may be in the form of microfilm
      or
      microfiche or such other reliable means of recreating original documents,
      including, but not limited to, optical imagery techniques so long as the related
      Servicer complies with the requirements of Accepted Servicing
      Practices.

     

    The
      related Servicer shall maintain with respect to each Mortgage Loan serviced
      by
      such Servicer and shall upon reasonable prior request and during normal business
      hours make available for inspection by the Trustee and the Master Servicer
      the
      related servicing file during the time such Mortgage Loan is subject to this
      Agreement and thereafter in accordance with applicable law.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish GMACM and Wells Fargo with any powers of attorney and
      other documents prepared and submitted by the GMACM or Wells Fargo to the
      Trustee in a form as mutually agreed upon and necessary or appropriate to enable
      each of GMACM and Wells Fargo to service and administer the related Mortgage
      Loans and REO Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee; provided, however, that, unless otherwise required by law,
      the
      Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

    The
      Trustee shall execute and deliver as directed in writing by GMACM or Wells
      Fargo, as applicable, any court pleadings, requests for trustee’s sale or other
      documents necessary or desirable to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note; (iii) obtain a deficiency
      judgment against the Mortgagor; or (iv) enforce any other rights or remedies
      provided by the Mortgage Note or otherwise available at law or
      equity.

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, GMACM, Wells Fargo or the Master Servicer with respect to such
      treatment. In particular, the Trustee shall not (a) knowingly sell or permit
      the
      sale of all or any portion of the Mortgage Loans or of any investment of
      deposits in an Account unless such sale is as a result of a repurchase of the
      Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
      Opinion prepared at the expense of the Trust Fund; and (b) other than with
      respect to a substitution pursuant to the Mortgage Loan Purchase Agreement
      or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

    (a)  The
      related Servicer, the Master Servicer and the Securities Administrator shall
      and
      shall cause any Servicing Function Participant engaged by such party to, provide
      to the Certifying Person, by March 15 of each year in which the Trust Fund
      is
      subject to the reporting requirements of the Exchange Act and otherwise within
      a
      reasonable period of time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      M,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying Person”. Such
      officer of the Certifying Person can be contacted by e-mail at cts.sec.notifications@wellsfargo.com
      or
      by
      facsimile at (410) 715-2380. In the event the related Servicer, the Master
      Servicer or the Securities Administrator, or any Servicing Function Participant
      engaged by such party, is terminated or resigns pursuant to the terms of this
      Agreement, or any other applicable agreement, as the case may be, such party
      shall provide a Back-Up Certification to the Certifying Person pursuant to
      this
      Section 3.18 with respect to the period of time it was subject to this
      Agreement or any other applicable agreement, as the case may be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section or
      the Custodial Agreement; provided, however, in the event the Master Servicer
      shall not be required to execute a Sarbanes-Oxley Certification pursuant to
      clause (ii), the Master Servicer shall prepare such Sarbanes-Oxley Certification
      and deliver it to the Depositor for execution.

     

    (b)  The
      related Servicer shall provide (or shall cause each Subservicer or Subcontractor
      to provide) to the Master Servicer, the Securities Administrator and the
      Depositor prompt notice and a description of the occurrence of any of the
      following: 

     

    (i)  any
      Servicer Default with respect to such Servicer under the terms of this
      Agreement, any merger, consolidation or sale of substantially all of the assets
      of such Servicer, such Servicer’s engagement of any Subservicer to perform or
      assist in the performance of any of such Servicer’s obligations under this
      Agreement, any material litigation or governmental proceedings involving such
      Servicer (or any of its Subservicers or Subcontractors, as applicable), and
      any
      affiliation or other significant relationship between such Servicer (or any
      of
      its Subservicers or Subcontractors, as applicable) and other transaction
      parties.

     

    (ii)  As
      a
      condition to the succession to the related Servicer or any Subservicer as
      servicer or subservicer under this Agreement by any Person (i) into which such
      Servicer or such Subservicer may be merged or consolidated, or (ii) which may
      be
      appointed as a successor to such Servicer or any Subservicer, such Servicer
      shall provide to the Sponsor, Depositor, Master Servicer and Securities
      Administrator at least fifteen (15) calendar days prior to the effective date
      of
      such succession or appointment, (x) written notice and all information
      reasonably requested to the Sponsor, Depositor, Master Servicer and Securities
      Administrator of such succession or appointment and (y) in writing and in form
      and substance reasonably satisfactory to the Sponsor, Depositor, Master Servicer
      and Securities Administrator in order to comply with the reporting obligations
      under Item 6.02 of Form 8-K.

     

    (iii)  If
      the
      related Servicer or any Servicing Function Participant engaged by such Servicer
      has knowledge of the occurrence of any of the events described in this clause
      (iii), then no later than ten days prior to the deadline for the filing of
      any
      Distribution Report on Form 10-D in respect of any Trust Fund that includes
      any
      of the Mortgage Loans serviced by such Servicer or any Subservicer, such
      Servicer shall provide (or cause such Subservicer to provide) to the Master
      Servicer and Securities Administrator notice of the occurrence of any of the
      following events along with all information, data, and materials related thereto
      as may be required to be included in the related Distribution Report on Form
      10-D (as specified in the provisions of Regulation AB referenced
      below):

     

    (A)  any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B)  material
      breaches of pool asset representations or warranties or transaction covenants
      of
      such Servicer (Item 1121(a)(12) of Regulation AB); and

     

    (C)  information
      regarding any material pool asset changes (such as, additions, substitutions
      or
      repurchases).

     

    (c)  The
      related Servicer shall provide to the Master Servicer and the Securities
      Administrator such additional information as the Master Servicer may reasonably
      request, including evidence of the authorization of the person signing any
      certification or statement, financial information and reports and of the
      fidelity bond and errors and omissions insurance policy required to be
      maintained by such Servicer pursuant to this Agreement, and such other
      information related to such Servicer or any Servicing Function Participant
      engaged by such Servicer or its performance hereunder or other applicable
      agreement.

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the related Servicer of a notification that payment in full has been escrowed
      in
      a manner customary for such purposes for payment to Certificateholders on the
      next Distribution Date, such Servicer will (or if such Servicer does not, the
      Master Servicer may) promptly furnish to the Trustee and the Custodian, on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by an Authorized Servicer
      Representative or in a mutually agreeable electronic format which will, in
      lieu
      of a signature on its face, originate from an Authorized Servicer Representative
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the related Custodial Account pursuant to Article V have been or will be so
      deposited) and shall request that the Custodian, on behalf of the Trustee,
      deliver to the related Servicer the related Mortgage File. Within five (5)
      Business Days of receipt of such certification and request, the Custodian,
      on
      behalf of the Trustee, shall release the related Mortgage File to the related
      Servicer and the Trustee and the Custodian shall have no further responsibility
      with regard to such Mortgage File. Upon any such payment in full, the related
      Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
      under the Mortgage that secured the related Mortgage Loan, an instrument of
      satisfaction (or assignment of mortgage without recourse) regarding the
      Mortgaged Property subject to the Mortgage, which instrument of satisfaction
      or
      assignment, as the case may be, shall be delivered to the Person or Persons
      entitled thereto against receipt therefor of such payment, it being understood
      and agreed that no expenses incurred in connection with such instrument of
      satisfaction or assignment, as the case may be, shall be chargeable to the
      related Custodial Account.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with this Agreement, the Trustee shall execute such documents
      as shall be prepared and furnished to the Trustee by the related Servicer (in
      form reasonably acceptable to the Trustee) and as are necessary to the
      prosecution of any such proceedings. The Custodian, on behalf of the Trustee,
      shall, upon the written request of the related Servicer, and delivery to the
      Custodian, on behalf of the Trustee, of two copies of a request for release
      signed by an Authorized Servicer Representative substantially in the form
      attached to the Custodial Agreement (or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from an
      Authorized Servicer Representative), release the related Mortgage File held
      in
      its possession or control to the related Servicer. Such request for release
      shall obligate the related Servicer to return the Mortgage File to the Custodian
      on behalf of the Trustee, when the need therefor by such Person no longer exists
      unless the Mortgage Loan shall be liquidated, in which case, upon receipt of
      a
      certificate of an Authorized Servicer Representative similar to that hereinabove
      specified, the Mortgage File shall be released by the Custodian, on behalf
      of
      the Trustee, to the related Servicer.

     

    Section
      3.20  Documents,
      Records and Funds in Possession of the Servicers to be held for
      Trustee.

     

    The
      related Servicer (to the extent required by this Agreement or the Servicing
      Agreement, as applicable) shall transmit to the Trustee or the Custodian such
      documents and instruments coming into the possession of such Servicer from
      time
      to time as are required by the terms hereof to be delivered to the Trustee
      or
      the Custodian. Any funds received by the related Servicer in respect of any
      Mortgage Loan serviced by such Servicer or which otherwise are collected by
      such
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be held for the benefit of the Trustee and the
      Certificateholders subject to the right of such Servicer to retain its Servicing
      Fee and other amounts as provided in this Agreement or the related Servicing
      Agreement, as applicable.

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

    The
      related Servicer shall retain possession and custody of the originals (to the
      extent available) of any Insurance Policies, or certificate of insurance if
      applicable, and any certificates of renewal as to the foregoing as may be issued
      from time to time that comes into the possession of such Servicer, as
      contemplated by this Agreement. Until all amounts distributable in respect
      of
      the Certificates have been distributed in full, the Trustee (or the Custodian,
      as directed by the Trustee) shall retain possession and custody of each Mortgage
      File in accordance with and subject to the terms and conditions of this
      Agreement.

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  [Reserved].

     

    Section
      3.24  Optional
      Purchase of Certain Mortgage Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust Fund at a price equal to
      the
      Purchase Price. The Purchase Price shall be remitted to the related Servicer
      for
      deposit in the related Custodial Account and remitted by the Servicer to the
      Securities Administrator on the Servicer Remittance Date in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      related Custodial Account.

     

    In
      addition, the Sponsor shall, at its option, purchase any Mortgage Loan from
      the
      Trust Fund if the first Due Date for such Mortgage Loan is subsequent to the
      Cut-off Date and the first Monthly Payment is not made within thirty (30) days
      of such Due Date. Such purchase shall be made at a price equal to the Purchase
      Price.

     

    If
      at any
      time the Sponsor remits to the related Servicer a payment for deposit in the
      related Custodial Account covering the amount of the Purchase Price for such
      a
      Mortgage Loan and the related Servicer delivers an Officer’s Certificate to the
      Trustee (which shall be delivered no later than two (2) Business Days following
      such deposit) certifying that the Purchase Price has been deposited in the
      related Custodial Account, the Trustee shall execute the assignment of such
      Mortgage Loan at the request of the Sponsor without recourse to the Sponsor
      which shall succeed to all the Trustee’s, right, title and interest in and to
      such Mortgage Loan, and all security and documents relative thereto. Such
      assignment shall be an assignment outright and not for security. The Sponsor
      will thereupon own such Mortgage, and all such security and documents, free
      of
      any further obligation to the Trustee or the related Certificateholders with
      respect thereto. The Sponsor shall be responsible for any transfer costs
      incurred with respect to a Mortgage Loan purchased pursuant to this
      Section 3.24.

     

    If
      the
      Sponsor is required to repurchase a Mortgage Loan pursuant to this
      Section 3.24, the related Servicer shall continue to service such Mortgage
      Loan unless the Sponsor shall repurchase the servicing rights thereon on terms
      mutually agreed to by the Sponsor and the related Servicer. Notwithstanding
      the
      foregoing, the Master Servicer shall have no obligation to master service any
      Mortgage Loan that has been so repurchased.

     

    Section
      3.25  [Reserved].

     

    Section
      3.26  Collection
      of Mortgage Loan Payments; Custodial Accounts.

     

    (a)  The
      related Servicer shall make reasonable efforts in accordance with Accepted
      Servicing Practices to collect all payments called for under the terms and
      provisions of the related Mortgage Loans to the extent such procedures shall
      be
      consistent with this Agreement and the terms and provisions of any related
      Required Insurance Policy. Consistent with the foregoing, the related Servicer
      may in its discretion (i) waive any late payment charge and (ii) extend the
      due
      dates for payments due on a Mortgage Note for a Mortgage Loan serviced by such
      Servicer for a period not greater than 180 days; provided, however no such
      extension shall be materially adverse to the Certificateholders. In the event
      of
      any such arrangement, the related Servicer shall make Advances on the Mortgage
      Loan during the scheduled period in accordance with the amortization schedule
      of
      such Mortgage Loan without modification thereof by reason of such arrangements,
      and shall be entitled to reimbursement therefor in accordance with
      Section 5.01. The related Servicer shall not be required to institute or
      join in litigation with respect to collection of any payment (whether under
      a
      Mortgage, Mortgage Note or otherwise or against any public or governmental
      authority with respect to a taking or condemnation) if it reasonably believes
      that enforcing the provision of the Mortgage or other instrument pursuant to
      which such payment is required is prohibited by applicable law. In addition,
      if
      (x) a Mortgage Loan is in default or default is imminent or (y) the related
      Servicer delivers to the Trustee and the Securities Administrator a REMIC
      Opinion, the related Servicer may, (A) amend the related Mortgage Note to reduce
      the Mortgage Rate applicable thereto, and (B) amend any Mortgage Note for a
      Mortgage Loan to extend the maturity thereof.

     

    (b)  The
      related Servicer shall establish and maintain a segregated Custodial Account
      (which shall at all times be an Eligible Account) with a depository institution
      and shall be in the name of such Servicer in trust for registered holders of
      Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series 2007-1. On
      behalf of the Trust Fund, the related Servicer shall deposit or cause to be
      deposited in the clearing account in which it customarily deposits payments
      and
      collection on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis and in no event more than one Business Day after
      such Servicer’s receipt thereof, and shall thereafter deposit in the related
      Custodial Account, in no event more than two Business Days after the related
      Servicer’s receipt thereof, except as otherwise specifically provided herein,
      the following payments and collections remitted by Subservicers or received
      by
      it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than
      in respect of principal and interest due on the related Mortgage Loans on or
      before the Cut-off Date) and the following amounts required to be deposited
      hereunder:

     

    (i)  all
      payments on account of principal, including Principal Prepayments and Subsequent
      Recoveries, on the related Mortgage Loans;

     

    (ii)  all
      payments on account of interest on the related Mortgage Loans net of the
      Servicing Fee permitted under Section 3.10;

     

    (iii)  all
      Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
      to the related Mortgage Loans, other than proceeds to be applied to the
      restoration or repair of the related Mortgaged Properties or released to the
      Mortgagor in accordance with the related Servicer’s normal servicing
      procedures;

     

    (iv)  any
      amount required to be deposited by the related Servicer pursuant to
      Section 3.26(c) in connection with any losses on Permitted
      Investments;

     

    (v)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 3.05;

     

    (vi)  any
      amounts paid by an Advance Financing Person in respect of Advances or Servicing
      Advances;

     

    (vii)  any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the related Mortgage Loans and any Servicer
      Prepayment Charge Payment Amounts;

     

    (viii)  the
      Purchase Price with respect to any related Mortgage Loans purchased by the
      Sponsor pursuant to Section 2.02 or 2.03, any amounts which are to be
      treated pursuant to Section 2.04 of this Agreement as the payment of such a
      Purchase Price and the Purchase Price with respect to any related Mortgage
      Loans
      purchased by the Sponsor pursuant to Section 3.24; and

     

    (ix)  any
      other
      amounts required to be deposited hereunder.

     

    The
      foregoing requirements for deposit by the related Servicer into the related
      Custodial Account shall be exclusive, it being understood and agreed that,
      without limiting the generality of the foregoing, payments in the nature of
      late
      payment charges or assumption fees, if collected, need not be deposited by
      the
      related Servicer. In the event that the related Servicer shall deposit any
      amount not required to be deposited and not otherwise subject to withdrawal
      pursuant to Section 3.27, it may at any time withdraw or direct the
      institution maintaining the related Custodial Account, to withdraw such amount
      from the related Custodial Account, any provision herein to the contrary
      notwithstanding. Such withdrawal or direction may be accomplished by delivering
      written notice thereof to the institution maintaining the related Custodial
      Account, that describes the amounts deposited in error in such Custodial
      Account. The related Servicer shall maintain adequate records with respect
      to
      all withdrawals made pursuant to this Section. All funds deposited in a
      Custodial Account shall be held in trust for the Certificateholders until
      withdrawn in accordance with Section 3.27.

     

    (c)  The
      institution that maintains any Custodial Account, or other authorized entity
      shall invest the funds in such Custodial Account, in the manner directed by
      the
      related Servicer, in Permitted Investments which shall mature not later than
      the
      next succeeding Remittance Date and shall not be sold or disposed of prior
      to
      its maturity. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders. All income and gain net
      of
      any losses realized from any such investment shall be for the benefit of the
      related Servicer as servicing compensation and shall be remitted to it monthly
      as provided herein. The amount of any losses incurred in a Custodial Account
      in
      respect of any such investments shall be deposited by the related Servicer
      into
      such Custodial Account immediately as realized, out of its own
      funds.

     

    (d)  The
      related Servicer shall give at least thirty (30) days’ advance notice to the
      Trustee, the Securities Administrator, the Master Servicer, the Sponsor, each
      Rating Agency and the Depositor of any proposed change of location of the
      related Custodial Account prior to any change thereof.

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Accounts.

     

    (a)  The
      related Servicer may from time to time make withdrawals from the related
      Custodial Account for the following purposes:

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by the related
      Servicer), as servicing compensation in accordance with Section 3.10, that
      portion of any payment of interest that equals the Servicing Fee for the period
      with respect to which such interest payment was made, and, as additional
      servicing compensation, those other amounts set forth in
      Section 3.10;

     

    (ii)  to
      reimburse the related Servicer or an Advance Financing Person for (A) any
      unreimbursed Advances to the extent of amounts received which represent late
      recoveries of payments of principal and/or interest (net of the related
      Servicing Fees), Liquidation Proceeds and Insurance Proceeds on the related
      Mortgage Loans with respect to which such Advances were made in accordance
      with
      the provisions of Section 5.01; and (B) any unreimbursed Advances with
      respect to the final liquidation of a related Mortgage Loan that are
      Nonrecoverable Advances, but only to the extent that late recoveries of payments
      of principal and/or interest, Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      related Servicer or an Advance Financing Person for such unreimbursed Advances
      or (C) subject to Section 3.27(b), any unreimbursed Advances to the extent
      of Amounts Held For Future Distribution funds held in the related Custodial
      Account relating to the Mortgage Loans that were not included in the Available
      Distribution Amount for the preceding Distribution Date;

     

    (iii)  to
      reimburse itself or an Advance Financing Person for any Nonrecoverable
      Advances;

     

    (iv)  to
      reimburse itself from Insurance Proceeds for Insured Expenses covered by the
      related Insurance Policy;

     

    (v)  to
      pay
      itself any unpaid Servicing Fees and to reimburse itself or any Advance
      Financing Person for any unreimbursed Servicing Advances, provided, however,
      that the related Servicer’s or such Advance Financing Person’s right to
      reimbursement for Servicing Advances pursuant to this subclause (v) with respect
      to any Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

    (vi)  to
      pay to
      the Sponsor or the Depositor with respect to each related Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.24, all amounts received thereon and not taken into
      account in determining the related Stated Principal Balance of such repurchased
      Mortgage Loan;

     

    (vii)  to
      pay
      any expenses reimbursable pursuant to Section 7.04;

     

    (viii)  to
      withdraw any amount deposited in the related Custodial Account and not required
      to be deposited therein; 

     

    (ix)  to
      clear
      and terminate the related Custodial Account upon termination of this Agreement
      pursuant to Section 10.01 hereof; and

     

    (x)  to
      pay
      the fee payable to any provider of lender-paid mortgage insurance, if
      applicable.

     

    In
      addition, no later than noon Eastern time on the Remittance Date, the related
      Servicer shall withdraw from the related Custodial Account maintained by such
      Servicer and remit to the Securities Administrator (a) all amounts deposited
      in
      such Custodial Account as of the close of business on the last day of the
      related Due Period (net of charges against or withdrawals from such Custodial
      Account pursuant to this Section 3.27(a)), plus (b) all Advances, if any,
      which the related Servicer is obligated to make pursuant to Section 5.01,
      minus (c) any amounts attributable to Principal Prepayments, Liquidation
      Proceeds, Insurance Proceeds or condemnation proceeds received after the
      applicable Prepayment Period, which amounts shall be remitted on the following
      Remittance Date, together with any Compensating Interest required to be
      deposited in such Custodial Account in connection with such Principal Prepayment
      in accordance with Section 5.02, and minus (d) any amounts attributable to
      Scheduled Payments collected but due on a Due Date or Due Dates subsequent
      to
      the first day of the month in which such Remittance Date occurs, which amounts
      shall be remitted on the Remittance Date next succeeding the Due Date related
      to
      such Scheduled Payment.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Business Day on which such payment was due, the Securities Administrator shall
      send written notice thereof to the related Servicer. The related Servicer shall
      pay to the Securities Administrator interest on any such late payment by such
      Servicer at an annual rate equal to Prime Rate (as defined in The Wall Street
      Journal) plus one percentage point, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall be paid by the related
      Servicer to the Securities Administrator on the date such late payment is made
      and shall cover the period commencing with the day following the Business Day
      on
      which such payment was due and ending with the Business Day on which such
      payment is made, both inclusive. The payment by the related Servicer of any
      such
      interest, or the failure of the Securities Administrator to notify the related
      Servicer of such interest, shall not be deemed an extension of time for payment
      or a waiver of any Servicer Default by the related Servicer.

     

    The
      related Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      related Custodial Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
      above. Prior to making any withdrawal from the related Custodial Account
      pursuant to subclause (iii), the related Servicer shall deliver to the Master
      Servicer an Officer’s Certificate of an Authorized Servicer Representative
      indicating the amount of any previous Advance or Servicing Advance determined
      by
      such Servicer to be a Nonrecoverable Advance and identifying the related
      Mortgage Loan(s), and their respective portions of such Nonrecoverable
      Advance.

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by the related
      Servicer as permitted in Section 3.27(a)(ii) in reimbursement of Advances
      previously made by such Servicer shall be appropriately reflected in such
      Servicer’s records and replaced by such Servicer by deposit in the related
      Custodial Account, no later than the close of business on any future Remittance
      Date on which the funds on deposit in the related Custodial Account shall be
      less than the amount required to be remitted to the Trust Fund on such
      Remittance Date; provided, however that if the rating of such Servicer
      (including any Successor Servicer) is less than “BBB”, such Servicer shall be
      required to replace such funds by deposit to the Distribution Account, no later
      than the close of business on the Remittance Date immediately following the
      Due
      Period or Prepayment Period for which such amounts relate. The amount at any
      time credited to the related Custodial Account may be invested by such Servicer
      in Permitted Investments.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    Not
      later
      than the tenth (10th) calendar day of each month (or if such tenth calendar
      day
      is not a Business Day, the immediately succeeding Business Day), the related
      Servicer shall furnish to the Master Servicer (i) (a) monthly loan data in
      a
      mutually agreed-upon format containing all of the information set forth in
      Exhibit X-1, (b) default loan data in the format set forth in Exhibit X-2 hereto
      (or in such other format mutually agreed-upon between such Servicer and the
      Master Servicer) and (c) information regarding realized losses and gains in
      the
      format set forth in Exhibit X-3 hereto (or in such other format mutually agreed
      between such Servicer and the Master Servicer), in each case relating to the
      period ending on the last day of the preceding calendar month, (ii) all such
      information required pursuant to clause (i)(a) above on a magnetic tape,
      electronic mail, or other similar media reasonably acceptable to the Master
      Servicer and (iii) all supporting documentation with respect to the information
      required pursuant to clause (i)(c) above.

     

    Not
      later
      than three (3) Business Days after the Determination Date of each calendar
      month
      and in any event not later than the 18th
      of each
      month, GMACM shall furnish to the Master Servicer a monthly report containing
      such information regarding prepayments of Mortgage Loans during the applicable
      Prepayment Period in a format as mutually agreed to between GMACM and the Master
      Servicer.

     

    Section
      3.29  Collection
      of Taxes; Assessments and Similar Items; Escrow Accounts.

     

    To
      the
      extent required by the Mortgage Note related to a Mortgage Loan, the related
      Servicer shall establish and maintain one or more accounts (each, an “Escrow
      Account”) and deposit, promptly upon receipt, and retain therein all collections
      from the Mortgagors (or advances by such Servicer) for the payment of taxes,
      assessments, hazard insurance premiums or comparable items for the account
      of
      the Mortgagors. Nothing herein shall require the related Servicer to compel
      a
      Mortgagor to establish an Escrow Account in violation of applicable
      law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the related Servicer
      out
      of related collections for any payments made with respect to each Mortgage
      Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and
      insurance premiums) and Section 3.05 (with respect to hazard insurance), to
      refund to any Mortgagors any sums as may be determined to be overages, to pay
      interest, if required by law or the terms of the related Mortgage or Mortgage
      Note, to such Mortgagors on balances in the Escrow Account, to remove amounts
      deposited in error or to clear and terminate the Escrow Account at the
      termination of this Agreement in accordance with Section 10.01 thereof. The
      Escrow Account shall not be a part of the Trust Fund.

     

    Section
      3.30  Adjustments
      to Mortgage Rate and Scheduled Payment.

     

    On
      each
      applicable Adjustment Date, the Mortgage Rate with respect to each Mortgage
      Loan
      shall be adjusted, in compliance with the requirements of the related Mortgage
      and Mortgage Note, to equal the sum of the related Index plus the Gross Margin
      (rounded in accordance with the related Mortgage Note) subject to the applicable
      Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum Mortgage Interest
      Rate, as set forth in the Mortgage Note. The related Servicer shall execute
      and
      deliver the notices required by each Mortgage and Mortgage Note, applicable
      laws
      and regulations regarding interest rate adjustments. The related Servicer shall
      also provide timely notification to the Master Servicer of all applicable data
      and information regarding such interest rate adjustments and such Servicer’s
      methods of implementing such interest rate adjustments. Upon the discovery
      by a
      Servicer or the Master Servicer that such Servicer has failed to adjust a
      Mortgage Rate or a Scheduled Payment pursuant to the terms of the related
      Mortgage Note and Mortgage, such Servicer shall immediately deposit in the
      related Custodial Account, as applicable from its own funds the amount of any
      interest loss caused thereby without reimbursement therefor.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders a Distribution Account as
      a
      segregated non-interest bearing trust account or accounts. The Distribution
      Account will be subdivided into two sub-accounts for the benefit of the Holders
      of the Group I Certificates and the Holders of the Group II Certificates. The
      Securities Administrator will deposit in the related sub-account of the
      Distribution Account as identified by the Securities Administrator and as
      received by the Securities Administrator, the following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the related Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the related Mortgage Loans withdrawn
      by
      the Servicers from the related Custodial Account and remitted by Servicers
      to
      the Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the Servicers in connection with the Principal
      Prepayment of any of the related Mortgage Loans (including any Servicer
      Prepayment Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in the related Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any related Mortgage Loans purchased by the
      Sponsor or Section 2.02 or 2.03, any amounts which are to be treated
      pursuant to Section 2.04 of this Agreement as the payment of such a
      Purchase Price, the Purchase Price with respect to any related Mortgage Loans
      purchased by the Depositor pursuant to Section 3.24, and all proceeds of
      any related Mortgage Loans or property acquired with respect thereto repurchased
      by the Master Servicer pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the related sub-account of the Distribution Account pursuant
      to
      this Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the related
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption,
      tax service, statement account or payoff, substitution, satisfaction, release
      and other like fees and charges, need not be credited by the Securities
      Administrator to the Distribution Accounts.

     

    (c)  The
      amount at any time credited to the Distribution Account may be invested by
      the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in the Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from the sub-accounts of the Distribution Account
      pursuant to this Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the related Servicer (or any successor thereto) for any Advance or
      Servicing Advance of its own funds, the right of the related Servicer (or any
      successor thereto) to reimbursement pursuant to this subclause (ii) being
      limited to amounts received on a particular Mortgage Loan (including, for this
      purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation Proceeds
      and condemnation proceeds) which represent late payments or recoveries of the
      principal of or interest on such Mortgage Loan respecting which such Advance
      or
      Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or the related Servicer (or any successor thereto)
      from Insurance Proceeds or Liquidation Proceeds relating to a particular
      Mortgage Loan for amounts expended by the related Servicer (or any successor
      thereto) in good faith in connection with the restoration of the related
      Mortgaged Property which was damaged by an uninsured cause or in connection
      with
      the liquidation of such Mortgage Loan;

     

    (iv)  to
      reimburse the related Servicer (or any successor thereto) from Insurance
      Proceeds relating to a particular Mortgage Loan for insured expenses incurred
      with respect to such Mortgage Loan and to reimburse the related Servicer (or
      any
      successor thereto) from Liquidation Proceeds from a particular Mortgage Loan
      for
      Liquidation Expenses incurred with respect to such Mortgage Loan;

     

    (v)  to
      reimburse the related Servicer (or any successor thereto) for advances of funds
      pursuant to this Agreement, and the right to reimbursement pursuant to this
      subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and condemnation proceeds) which represent late recoveries
      of the payments for which such advances were made;

     

    (vi)  to
      reimburse the related Servicer (or any successor thereto) for any Advance or
      advance, after a Realized Loss has been allocated with respect to the related
      Mortgage Loan if the Advance or advance has not been reimbursed pursuant to
      clauses (ii) and (v);

     

    (vii)  Reserved;

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by the related Servicer;

     

    (x)  to
      reimburse or pay the related Servicer any such amounts as are due thereto under
      this Agreement or the Servicing Agreement and have not been retained by or
      paid
      to the related Servicer, to the extent provided herein or therein;

     

    (xi)  to
      reimburse the Trustee or the Master Servicer for expenses incurred in the
      transfer of servicing responsibilities of a terminated Servicer after the
      occurrence and continuance of a Servicer Default to the extent not paid by
      the
      terminated Servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

    (xv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 10.01.

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Accounts pursuant to subclauses (ii) through
      (v), inclusive or with respect to any such amounts which would have been covered
      by such subclauses had the amounts not been retained by the Securities
      Administrator without being deposited in the Distribution Accounts under
      Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Funds and the Available Distribution Amounts, to the extent of funds on deposit
      in the related sub-account of the Distribution Account to the holders of the
      related Certificates in accordance with Sections 5.04, 5.05 and
      5.06.

     

    Section
      3.33  Duties
      of the Credit Risk Manager; Termination.

     

    (a)  The
      Depositor hereby appoints Wells Fargo Bank, National Association as Credit
      Risk
      Manager. The Credit Risk Manager shall perform certain services related to
      servicer review and oversight, monitoring and reporting of various Mortgage
      Loans and the Servicers’ performance, preparation of Mortgage Loan and REO
      Property payment, delinquency and loss information, reconciliation of Prepayment
      Charge collections by such Servicer and monitoring information related to
      insurance claims and foreclosures. If the Credit Risk Manager is not also acting
      as the Master Servicer, the related Servicer shall furnish to the Credit Risk
      Manager a copy of all reports required to be provided by such Servicer to the
      Master Servicer pursuant to Section 3.28, which reports shall be provided
      in electronic format, and Wells Fargo shall furnish to the Credit Risk Manager
      all reports required to provided in Section 5.02 of the Servicing Agreement
      as provided therein. No later than the end of each calendar month, the Credit
      Risk Manager shall prepare and make available certain reports containing various
      performance, payment, delinquency and loss information and information related
      to insurance claims and foreclosures. Such reports shall be made available
      through the facilities of Wells Fargo’s corporate trust services website,
      currently located at www.CTSLink.com,
      and
      shall be in a format and contain such content as is mutually agreed upon by
      the
      Sponsor and the Credit Risk Manager. None of the Trustee, the Securities
      Administrator, the Servicers or the Master Servicer shall have any obligation
      to
      review such reports or otherwise monitor or supervise the activities of the
      Credit Risk Manager.

     

    (b)  The
      Transaction Parties acknowledge and agree that the reports that are compiled
      and
      prepared by the Credit Risk Manager are based on information provided to the
      Credit Risk Manager by the Servicers, the Master Servicer and from various
      unaffiliated third parties, including other Persons involved in the servicing
      and administration of the related Mortgage Loans or related REO Properties.
      The
      Credit Risk Manager makes no representation or warranty as to the accuracy
      or
      completeness of any such information or data, and the Credit Risk Manager shall
      not be responsible for any misstatements, omissions, errors, or inaccuracies
      in
      any such reports or information resulting from any misstatements, omissions,
      errors, or inaccuracies in any information or data provided by third
      parties.

     

    Section
      3.34  Intellectual
      Property and Confidentiality.

     

    The
      Transaction Parties acknowledge and agree that the Credit Risk Manager’s and the
      Servicers’ services hereunder involve the use of various data, information,
      templates, processes, ideas, inventions, technology, software, algorithms,
      mathematical models, analytical tools, evaluative processes, parameters,
      measurements, methods, know-how, techniques, business practices,
      functionalities, ideas and concepts developed or utilized by such parties or
      their affiliates in connection with the performance of their obligations under
      this Agreement and various other services (collectively, “Intellectual
      Property”),
      and
      that all such Intellectual Property is the sole and exclusive property of the
      respective party and its Affiliates and that no license for use of such
      Intellectual Property is granted hereby or can be implied by the terms of this
      Agreement or the activities of the parties hereunder. The Transaction Parties
      covenant and agree to preserve the confidentiality of such Intellectual
      Property, and further covenant and agree that neither the Transaction Parties
      nor any of their affiliates, directors, officers, employees, agents or
      representatives, including their outside counsel, auditors and advisors,
      respectively, shall use (or otherwise appropriate in any respect) any such
      Intellectual Property or disclose, publicize, transfer, or otherwise compromise
      the value of any such Intellectual Property, unless such Transaction Party
      is
      required by law or court order to disclose all or any part of the Intellectual
      Property or except to another Transaction Party in connection with its
      obligations hereunder.

     

    Section
      3.35  Limitation
      Upon Liability of Credit Risk Manager; Indemnification.

     

    Neither
      the Credit Risk Manager nor any of the directors, officers, employees, or agents
      of the Credit Risk Manager shall be under any liability to any Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement in reliance
      upon information provided by such Servicer, the Master Servicer or any
      Transaction Party or of errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      any breach of representations or warranties made herein, failure to perform
      its
      obligations hereunder, or any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith, or gross negligence of the Credit
      Risk
      Manager in the performance of its duties hereunder or by reason of a breach
      of
      its obligations and duties under this Agreement. The Credit Risk Manager and
      any
      officer, employee or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder. Subject to the terms of this
      Agreement, the Credit Risk Manager shall be under no obligation to appear in,
      prosecute, or defend any legal action which, in its reasonable opinion, may
      involve it in any expense or liability; provided, however, that the Credit
      Risk
      Manager may with the consent of the applicable Transaction Party, and at such
      Transaction Party’s expense, undertake any such action that it may deem
      necessary or desirable in respect to this Agreement and the rights, duties,
      and
      the interests of the parties hereto. 

     

    The
      Credit Risk Manager shall be indemnified by the Trust Fund and held harmless
      thereby against any loss, liability or expense (including reasonable legal
      fees
      and disbursements of counsel) incurred on its part that may be sustained in
      connection with, arising out of, or relating to this Agreement or any action
      taken or not taken by it under this Agreement unless such claims, liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements were imposed on, incurred by or asserted against
      the
      Credit Risk Manager or such other Person solely as a result of (i) the breach
      by
      the Credit Risk Manager of its obligations hereunder, which breach would subject
      the Credit Risk Manager to liability pursuant to the first paragraph of this
      Section or (ii) the breach by a Transaction Party of its obligations under
      this Agreement, in which case the related Transaction Party (with the exception
      of the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the
      foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify
      the Credit Risk Manager for ordinary costs and expenses otherwise incurred
      by
      the Credit Risk Manager in the performance of the Credit Risk Manager’s duties
      under this Agreement. The foregoing indemnification shall survive the
      termination of this agreement or the termination, removal or substitution of
      any
      party to this Agreement. 

     

    Section
      3.36  Resignation
      or Removal of Credit Risk Manager. 

     

    The
      Credit Risk Manager may resign upon thirty (30) days’ prior written notice to
      the Trustee. The Credit Risk Manager may be removed as Credit Risk Manager
      hereunder upon any material breach by the Credit Risk Manager in the performance
      of its duties hereunder following written notice of such breach provided by
      the
      Trustee at the direction of Certificateholders holding not less than a 66-2/3%
      of the Voting Rights and the Credit Risk Manager’s failure to cure such breach
      within a reasonable period following such notice.

     

     

     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers
      to
      service and administer the Mortgage Loans in accordance with the terms of this
      Agreement and the 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 the Servicers 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 the
      Servicers and shall cause each Servicer to perform and observe the covenants,
      obligations and conditions to be performed or observed by such Servicer under
      this Agreement or the Servicing Agreement, as applicable. The Master Servicer
      shall independently and separately monitor the servicing activities of the
      Servicers with respect to each Mortgage Loan, reconcile the results of such
      monitoring with such information provided in the previous sentence on a monthly
      basis and coordinate corrective adjustments to the Servicers and Master
      Servicer’s records, and based on such reconciled and corrected information,
      provide such information relating to the Mortgage Loans to the Securities
      Administrator as shall be necessary to enable it to prepare the statements
      specified in Section 5.06 and any other information and statements required
      to be provided by the Securities Administrator hereunder. The Master Servicer
      shall reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicers to the Distribution Account.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee
      necessary or appropriate to enable the Servicer and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or a Servicer pursuant to any such limited power of attorney and shall be
      indemnified by the Master Servicer or the related Servicer for any cost,
      liability or expense arising from the misuse thereof by the Master Servicer
      or
      the related Servicer.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     

    The
      Trustee shall execute and deliver to the related Servicer or the Master Servicer
      upon request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable and, in each case, provided to the Trustee by the related
      Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
      (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
      other rights or remedies provided by the Mortgage Note or any other Mortgage
      Loan Document or otherwise available at law or equity.

     

    Section
      4.02  Monitoring
      of Servicers.

     

    The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicers with their respective duties under this Agreement and the Servicing
      Agreement. In the review of each Servicer’s activities, the Master Servicer may
      rely upon an officer’s certificate of such Servicer with regard to such
      Servicer’s compliance with the terms of this Agreement or the Servicing
      Agreement, as applicable. In the event that the Master Servicer, in its
      judgment, determines that a Servicer should be terminated in accordance with
      this Agreement or the Servicing Agreement, as applicable, or that a notice
      should be sent pursuant to this Agreement or the Servicing Agreement, as
      applicable with respect to the occurrence of an event that, unless cured, would
      constitute grounds for such termination, the Master Servicer shall notify the
      Sponsor and the Trustee thereof and the Master Servicer (or, in the case of
      Wells Fargo, the Trustee) shall issue such notice or take such other action
      as
      it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicers under this Agreement and the
      Servicing Agreement, and the Master Servicer (or, if Wells Fargo is the
      defaulting Servicer, the Trustee) shall, in the event that a Servicer fails
      to
      perform its obligations in accordance with this Agreement or the Servicing
      Agreement, as applicable, subject to this Section, Article VIII and the
      Servicing Agreement, terminate the rights and obligations of such Servicer
      hereunder or under the Servicing Agreement, as applicable in accordance with
      the
      provisions of Article VIII or the Servicing Agreement, as applicable. The Master
      Servicer (or, if Wells Fargo is the defaulting Servicer, the Trustee) shall
      act
      as servicer of the Mortgage Loans or enter in to a new servicing agreement
      with
      a successor servicer selected by the Master Servicer (or, if Wells Fargo is
      the
      defaulting Servicer, the Trustee); provided, however, it is understood and
      acknowledged by the parties hereto that there will be a period of transition
      (not to exceed 90 days) before the actual servicing functions can be fully
      transferred to the Master Servicer, the Trustee or such successor servicer.
      Such
      enforcement, including, without limitation, the legal prosecution of claims
      and
      the pursuit of other appropriate remedies, shall be in such form and carried
      out
      to such an extent and at such time as the Master Servicer or the Trustee, as
      applicable, in its good faith business judgment, would require were it the
      owner
      of the Mortgage Loans. The Master Servicer shall pay the costs of such
      enforcement at its own expense, provided that the Master Servicer shall not
      be
      required to prosecute or defend any legal action except to the extent that
      the
      Master Servicer shall have received indemnity reasonably acceptable to it for
      its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses related to the termination of a Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master Servicer or the Trustee if Wells Fargo is the defaulting Servicer
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of defaulting Servicer as a result of an event of default by such
      Servicer and (ii) all costs and expenses associated with the complete transfer
      of servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the Successor Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the Successor Servicer to service the
      related Mortgage Loans in accordance with this Agreement or the Servicing
      Agreement, as applicable) are not fully and timely reimbursed by the terminated
      Servicer, the Master Servicer or the Trustee, as applicable shall be entitled
      to
      reimbursement of such costs and expenses from the Distribution
      Account.

     

    The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement and the Servicing
      Agreement.

     

    If
      the
      Master Servicer or the Trustee acts as a Successor Servicer, it shall not assume
      liability for the representations and warranties of the terminated Servicer,
      if
      any, that it replaces.

     

    Section
      4.03  Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations hereunder.
      Any such errors and omissions policy and fidelity bond may not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    Section
      4.04  Power
      to Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Loan, in each case, in
      accordance with the provisions of this Agreement; provided, however, that the
      Master Servicer shall not (and, consistent with its responsibilities under
      Section 4.02, shall not permit the Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause any REMIC to fail to qualify as a REMIC or result
      in
      the imposition of a tax upon the Trust Fund (including but not limited to the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      will not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer, upon written request from a Servicing Officer or an Authorized
      Servicer Representative, with any powers of attorney (in form acceptable to
      Trustee) empowering the Master Servicer, or the related Servicer to execute
      and
      deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents, as the Master
      Servicer or the related Servicer may request, to enable the Master Servicer
      to
      master service and administer the Mortgage Loans and carry out its duties
      hereunder, in each case in accordance with Accepted Master Servicing Practices
      (and the Trustee shall have no liability for the misuse of any such powers
      of
      attorney by the Master Servicer or the related Servicer and shall be indemnified
      by the Master Servicer or the related Servicer, as applicable, for any costs,
      liabilities or expenses incurred by the Trustee in connection with such misuse).
      If the Master Servicer or the Trustee has been advised that it is likely that
      the laws of the state in which action is to be taken prohibit such action if
      taken in the name of the Trustee or that the Trustee would be adversely affected
      under the “doing business” or tax laws of such state if such action is taken in
      its name, the Master Servicer shall join with the Trustee in the appointment
      of
      a co-trustee pursuant to Section 9.10 hereof. In the performance of its
      duties hereunder, the Master Servicer shall be an independent contractor and
      shall not, except in those instances where it is taking action authorized
      pursuant to this Agreement to be taken by it in the name of the Trustee, be
      deemed to be the agent of the Trustee.

     

    Section
      4.05  Due-on-Sale
      Clauses; Assumption Agreements. 
      

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicers to enforce such clauses in accordance with
      this Agreement and the Servicing Agreement. If applicable law prohibits the
      enforcement of a due-on-sale clause or such clause is otherwise not enforced
      in
      accordance with this Agreement, and, as a consequence, a Mortgage Loan is
      assumed, the original Mortgagor may be released from liability in accordance
      with this Agreement or the Servicing Agreement, as applicable.

     

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

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw from the
      Distribution Account the Master Servicing Fee and other amounts provided in
      this
      Agreement. The Master Servicer, to the extent required by Article III or the
      Servicing Agreement, as applicable, shall cause each Servicer to, provide access
      to information and documentation regarding the related Mortgage Loans to the
      Trustee, its agents and accountants at any time upon reasonable request and
      during normal business hours, and to Certificateholders that are savings and
      loan associations, banks or insurance companies, the OTS, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the OTS or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trustee; provided, however, that the Master Servicer and the
      Servicer shall be entitled to setoff against, and deduct from, any such funds
      any amounts that are properly due and payable to the Master Servicer or the
      related Servicer under this Agreement or the Servicing Agreement, as
      applicable.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the related
      Servicer under this Agreement or the Servicing Agreement, as applicable to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      this
      Agreement or the Servicing Agreement, as applicable. It is understood and agreed
      that such insurance shall be with insurers meeting the eligibility requirements
      set forth in this Agreement or the Servicing Agreement, as applicable and that
      no earthquake or other additional insurance is to be required of any Mortgagor
      or to be maintained on property acquired in respect of a defaulted Mortgage
      Loan, other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional
      insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with this Agreement or the Servicing Agreement, as
      applicable) shall be deposited into the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall enforce each Servicer’s obligations to prepare and present
      on behalf of the Trustee and the Certificateholders all claims under any
      insurance policies and take such actions (including the negotiation, settlement,
      compromise or enforcement of the insured’s claim) as shall be necessary to
      realize recovery under such policies. Any proceeds disbursed to the Master
      Servicer (or disbursed to the related Servicer and remitted to the Master
      Servicer) in respect of such policies, bonds or contracts shall be promptly
      deposited in the Distribution Account upon receipt, except that any amounts
      realized that are to be applied to the repair or restoration of the related
      Mortgaged Property as a condition precedent to the presentation of claims on
      the
      related Mortgage Loan to the insurer under any applicable insurance policy
      need
      not be so deposited (or remitted).

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

    The
      Master Servicer shall not take, or (to the extent within its control) permit
      a
      Servicer (to the extent such action is prohibited under this Agreement or the
      Servicing Agreement, as applicable) to take, any action that would result in
      noncoverage under any primary mortgage insurance policy or any loss which,
      but
      for the actions of such Master Servicer or the related Servicer, would have
      been
      covered thereunder. The Master Servicer shall use its best reasonable efforts
      to
      cause the related Servicer to keep in force and effect (to the extent that
      the
      Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan in accordance with the
      provisions of this Agreement or the Servicing Agreement, as applicable. The
      Master Servicer shall not, and (to the extent within its control) shall not
      permit the related Servicer to, cancel or refuse to renew any primary mortgage
      insurance policy that is in effect at the date of the initial issuance of the
      Mortgage Note and is required to be kept in force hereunder except in accordance
      with the provisions of this Agreement or the Servicing Agreement, as
      applicable.

     

    The
      Master Servicer agrees to cause the related Servicer to present, on behalf
      of
      the Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans. Pursuant to Section 3.31 of
      this Agreement or pursuant to the Servicing Agreement, as applicable, any
      amounts collected by the related Master Servicer or the Servicer under any
      primary mortgage insurance policies shall be deposited by the Servicer or by
      the
      Master Servicer in the Distribution Account, subject to withdrawal pursuant
      to
      Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and
      Documents.

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the related Servicer
      otherwise have fulfilled its obligations under this Agreement or the Servicing
      Agreement, as applicable, the Trustee or the Custodian shall also retain
      possession and custody of each Mortgage File in accordance with and subject
      to
      the terms and conditions of this Agreement and the Custodial Agreement. The
      Master Servicer shall promptly deliver or cause to be delivered to the Trustee
      or the Custodian, upon the execution or receipt thereof the originals of any
      primary mortgage insurance policies, any certificates of renewal, and such
      other
      documents or instruments that constitute Mortgage Loan Documents that come
      into
      the possession of the Master Servicer from time to time.

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

    The
      Master Servicer shall cause each Servicer to foreclose upon, repossess or
      otherwise comparably convert the ownership of Mortgaged Properties securing
      such
      of the Mortgage Loans as come into and continue in default and as to which
      no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with this Agreement or the Servicing Agreement, as
      applicable.

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to receive the Master Servicing Fee and all income and gain realized from any
      investment of funds in the Distribution Account (the “Master Servicing
      Compensation”). The Master Servicer shall be required to pay all expenses
      incurred by it in connection with its activities hereunder and shall not be
      entitled to reimbursement therefor except as provided in this
      Agreement.

     

    The
      amount of the Master Servicing Compensation payable to the Master Servicer
      in
      respect of any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

    In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall cause the related Servicer to sell, and the related Servicer agrees to
      sell, any REO Property as expeditiously as possible and in accordance with
      the
      provisions of this Agreement or the Servicing Agreement, as applicable. Further,
      the Master Servicer shall cause each Servicer to sell any REO Property prior
      to
      three years after the end of the calendar year of its acquisition by
      REMIC IA or REMIC IIA, unless (i) the Trustee and the Securities
      Administrator shall have been supplied with an Opinion of Counsel to the effect
      that the holding by the Trust Fund of such REO Property subsequent to such
      three-year period will not result in the imposition of taxes on “prohibited
      transactions” of any REMIC hereunder as defined in Section 860F of the Code
      or cause any REMIC hereunder to fail to qualify as a REMIC at any time that
      any
      Certificates are outstanding, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property (subject to any conditions contained in such Opinion
      of
      Counsel) or (ii) the related Servicer shall have applied for, prior to the
      expiration of such three-year period, an extension of such three-year period
      in
      the manner contemplated by Section 856(e)(3) of the Code, in which case the
      three-year period shall be extended by the applicable extension period. The
      Master Servicer shall cause each Servicer to protect and conserve, such REO
      Property in the manner and to the extent required by this Agreement, in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code.

     

    The
      Master Servicer shall cause each Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the related
      Custodial Account.

     

    The
      Master Servicer and the related Servicer upon the final disposition of any
      REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      from Liquidation Proceeds received in connection with the final disposition
      of
      such REO Property; provided, that any such unreimbursed Advances may be
      reimbursed or paid, as the case may be, prior to final disposition, out of
      any
      net rental income or other net amounts derived from such REO
      Property.

     

    Section
      4.14  Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the related Servicer under this Agreement or the
      Servicing Agreement, as applicable with respect to Prepayment Interest
      Shortfalls on the Mortgage Loans serviced by such Servicer for the related
      Distribution Date, and not so paid by such Servicer and (ii) the Master
      Servicing Compensation (exclusive of the portion of such compensation payable
      to
      the Credit Risk Manager) for such Distribution Date without reimbursement
      therefor.

     

     

     

    ARTICLE
      V


    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances;
      Advance Facility.

     

    (a)  GMACM
      shall make an Advance with respect to any GMACM Mortgage Loan and deposit such
      Advance in the Distribution Account no later than noon Eastern time on the
      Remittance Date in immediately available funds. A Servicer shall be obligated
      to
      make any such Advance only to the extent that such advance would not be a
      Nonrecoverable Advance. If a Servicer shall have determined that it has made
      a
      Nonrecoverable Advance or that a proposed Advance or a lesser portion of such
      Advance would constitute a Nonrecoverable Advance, such Servicer shall deliver
      (i) to the Securities Administrator for the benefit of the Certificateholders
      funds constituting the remaining portion of such Advance, if applicable, and
      (ii) to the Depositor, each Rating Agency and the Master Servicer an Officer’s
      Certificate setting forth the basis for such determination.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, GMACM may (i)
      cause to be made an appropriate entry in its records relating to the related
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      GMACM in discharge of its obligation to make any such Advance and (ii) transfer
      such funds from the related Custodial Account to the Distribution Account.
      Any
      funds so applied and transferred shall be replaced by GMACM Servicer by deposit
      in the Distribution Account, no later than the close of business on any future
      Remittance Date on which the funds on deposit in the related Custodial Account
      shall be less than the amount required to be remitted to the Securities
      Administrator on such Remittance Date; provided, however that if the rating
      of
      GMACM (including any Successor Servicer) is less than “BBB”, the GMACM shall be
      required to replace such funds by deposit to the Distribution Account, no later
      than the close of business on the Remittance Date immediately following the
      Due
      Period or Prepayment Period for which such amounts relate.

     

    GMACM
      shall be entitled to be reimbursed from the related Custodial Account for all
      Advances of its own funds made pursuant to this Section as provided in
      Section 3.27 or pursuant to the Servicing Agreement, as applicable. The
      obligation to make Advances with respect to any GMACM Mortgage Loan shall
      continue until GMACM Mortgage Loan is paid in full or the related Mortgaged
      Property or related REO Property has been liquidated or until the purchase
      or
      repurchase thereof (or substitution therefor) from the Trust Fund pursuant
      to
      any applicable provision of this Agreement, except as otherwise provided in
      this
      Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that GMACM fails to make such Advance under this Agreement, then the Master
      Servicer, as successor to GMACM or, if Wells Fargo fails to make such and
      Advance as required pursuant to the terms of the Servicing Agreement, the
      Trustee, as successor to Wells Fargo shall be obligated to make such Advance
      only to the extent such Advance, if made, would not constitute a Nonrecoverable
      Advance, subject to the provisions of Sections 5.01 and 8.02.

     

    (b)  (i)
      GMACM
      is hereby authorized to enter into a financing or other facility (any such
      arrangement, an “Advance Facility”), the documentation for which complies with
      Section 5.01(b)(v) below, under which (1) GMACM assigns or pledges its
      rights under this Agreement to be reimbursed for any or all Advances and/or
      Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by GMACM
      pursuant to this Agreement. No consent of the Trustee, the Securities
      Administrator, the Master Servicer, the Certificateholders or any other party
      shall be required before the Servicer may enter into an Advance Facility nor
      shall the Trustee, the Securities Administrator, the Master Servicer or the
      Certificateholders be a third party beneficiary of any obligation of an Advance
      Financing Person to such Servicer. Notwithstanding the existence of any Advance
      Facility under which an Advance Financing Person agrees to fund Advances and/or
      Servicing Advances, (A) GMACM (i) shall remain obligated pursuant to this
      Agreement to make Advances and/or Servicing Advances pursuant to and as required
      by this Agreement and (ii) shall not be relieved of such obligations by virtue
      of such Advance Facility and (B) neither the Advance Financing Person nor any
      GMACM Assignee (as hereinafter defined) shall have any right to proceed against
      or otherwise contact any Mortgagor for the purpose of collecting any payment
      that may be due with respect to any related GMACM Mortgage Loan or enforcing
      any
      covenant of such Mortgagor under the related Mortgage Loan documents.


     

    (ii)  If
      GMACM
      enters into an Advance Facility, such Servicer and the related Advance Financing
      Person shall deliver to the Master Servicer and the Securities Administrator
      at
      the address set forth in Section 11.05 hereof no later than the Remittance
      Date immediately following the effective date of such Advance Facility a written
      notice (an “Advance Facility Notice”), stating (a) the identity of the Advance
      Financing Person and (b) the identity of the Person (“GMACM’s Assignee”) that
      will, subject to Section 5.01(b)(iii) hereof, have the right to make
      withdrawals from the Custodial Account pursuant to Section 3.27 hereof to
      reimburse previously unreimbursed Advances and/or Servicing Advances (“Advance
      Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely
      of amounts in respect of Advances and/or Servicing Advances for which GMACM
      would be permitted to reimburse itself in accordance with Section 3.27
      hereof, assuming GMACM had made the related Advance(s) and/or Servicing
      Advance(s) and (ii) shall not consist of amounts payable to a successor Servicer
      in accordance with Section 3.27 hereof to the extent permitted under
      Section 5.01(b)(v) below.

     

    (iii)  Notwithstanding
      the existence of an Advance Facility, GMACM, on behalf of the Advance Financing
      Person and the GMACM’s Assignee, shall be entitled to receive reimbursements of
      Advances and/or Servicing Advances in accordance with Section 3.27 hereof,
      which entitlement may be terminated by the Advance Financing Person pursuant
      to
      a written notice to the Master Servicer and the Securities Administrator in
      the
      manner set forth in Section 11.05 hereof. Upon receipt of such written
      notice, GMACM shall no longer be entitled to receive reimbursement for any
      Advance Reimbursement Amounts and GMACM’s Assignee shall immediately have the
      right to receive from the related Custodial Account all Advance Reimbursement
      Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i)
      GMACM and/or GMACM ’s Assignee shall only be entitled to reimbursement of
      Advance Reimbursement Amounts hereunder from withdrawals from the related
      Custodial Account pursuant to Section 3.27 of this Agreement and shall not
      otherwise be entitled to make withdrawals or receive amounts that shall be
      deposited in the Distribution Account pursuant to Section 3.31 hereof, and
      (ii) none of the Trustee or the Certificateholders shall have any right to,
      or
      otherwise be entitled to, receive any Advance Reimbursement Amounts to which
      GMACM or the GMACM’s Assignee, as applicable, shall be entitled pursuant to
      Section 3.27 hereof. An Advance Facility may be terminated by the joint
      written direction of GMACM and the related Advance Financing Person. Written
      notice of such termination shall be delivered to the Trustee in the manner
      set
      forth in Section 11.05 hereof. None of the Depositor, Master Servicer, the
      Securities Administrator or the Trustee shall, as a result of the existence
      of
      any Advance Facility, have any additional duty or liability with respect to
      the
      calculation or payment of any Advance Reimbursement Amount, nor, as a result
      of
      the existence of any Advance Facility, shall the Depositor, Master Servicer,
      the
      Securities Administrator or the Trustee have any additional responsibility
      to
      track or monitor the administration of the Advance Facility or the payment
      of
      Advance Reimbursement Amounts to GMACM’s Assignee. GMACM shall indemnify the
      Master Servicer, the Securities Administrator, Depositor, the Trustee, any
      successor Servicer and the Trust Fund for any claim, loss, liability or damage
      resulting from any claim by the related Advancing Financing Person, except
      to
      the extent that such claim, loss, liability or damage resulted from or arose
      out
      of gross negligence, recklessness or willful misconduct on the part of the
      Master Servicer, the Securities Administrator, Depositor, the Trustee or any
      successor Servicer, as the case may be. GMACM shall maintain and provide to
      any
      successor Servicer and, upon request, the Trustee a detailed accounting on
      a
      loan-by-loan basis as to amounts advanced by, pledged or assigned to, and
      reimbursed to any Advancing Financing Person. The successor Servicer shall
      be
      entitled to rely on any such information provided by GMACM, and the successor
      Servicer shall not be liable for any errors in such information.

     

    (iv)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as a
      Servicer.

     

    (v)  As
      between GMACM and its Advance Financing Person, on the one hand, and a successor
      Servicer and its Advance Financing Person, if any, on the other hand, Advance
      Reimbursement Amounts on a loan-by-loan basis with respect to each GMACM
      Mortgage Loan as to which an Advance and/or Servicing Advance shall have been
      made and be outstanding shall be allocated on a “first-in, first out” basis. In
      the event the Servicer’s Assignee shall have received some or all of an Advance
      Reimbursement Amount related to Advances and/or Servicing Advances that were
      made by a Person other than the related Servicer or its related Advance
      Financing Person in error, then the GMACM’s Assignee shall be required to remit
      any portion of such Advance Reimbursement Amount to each Person entitled to
      such
      portion of such Advance Reimbursement Amount. Without limiting the generality
      of
      the foregoing, GMACM shall remain entitled to be reimbursed by the Advance
      Financing Person for all Advances and/or Servicing Advances funded by GMACM
      to
      the extent the related Advance Reimbursement Amounts have not been assigned
      or
      pledged to such Advance Financing Person or GMACM’s Assignee.

     

    (vi)  For
      purposes of any Officer’s Certificate of GMACM delivered pursuant to
      Section 5.01(a), any Nonrecoverable Advance referred to therein may have
      been made by GMACM. In making its determination that any Advance or Servicing
      Advance theretofore made has become a Nonrecoverable Advance, GMACM shall apply
      the same criteria in making such determination regardless of whether such
      Advance or Servicing Advance shall have been made by GMACM.

     

    (vii)  Any
      amendment to this Section 5.01(b) or to any other provision of this
      Agreement that may be necessary or appropriate to effect the terms of an Advance
      Facility as described generally in this Section 5.01(b), including
      amendments to add provisions relating to a successor Servicer, may be entered
      into by the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor and GMACM without the consent of any Certificateholder, provided
      such
      amendment complies with Section 11.01 hereof. All reasonable costs and
      expenses (including attorneys’ fees) of each party hereto of any such amendment
      shall be borne solely by GMACM. The parties hereto hereby acknowledge and agree
      that: (a) the Advances and/or Servicing Advances financed by and/or pledged
      to
      an Advance Financing Person under any Advance Facility are obligations owed
      to
      GMACM payable only from the cash flows and proceeds received under this
      Agreement for reimbursement of Advances and/or Servicing Advances only to the
      extent provided herein, and none of the Master Servicer, the Securities
      Administrator, the Trustee or the Trust Fund are, as a result of the existence
      of any Advance Facility, obligated or liable to repay any Advances and/or
      Servicing Advances financed by the Advance Financing Person; (b) GMACM will
      be
      responsible for remitting to the Advance Financing Person the applicable amounts
      collected by it as reimbursement for Advances and/or Servicing Advances funded
      by the Advance Financing Person, subject to the provisions of this Agreement;
      and (c) none of the Master Servicer, the Securities Administrator or the Trustee
      shall have any responsibility to track or monitor the administration of the
      financing arrangement between GMACM and any Advance Financing
      Person.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any GMACM Mortgage
      Loan during the portion of the Prepayment Period occurring in the month prior
      to
      the month in which the related Distribution Date occurs, GMACM shall deposit
      into the related Custodial Account no later than the close of business on the
      Remittance Date immediately preceding such Distribution Date, an amount equal
      to
      the Prepayment Interest Shortfall; and in case of such deposit, GMACM shall
      not
      be entitled to any recovery or reimbursement from the Depositor, the Trustee,
      the Sponsor, the Trust Fund, the Master Servicer or the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator, shall be deemed to allocate
      distributions to the REMIC Regular Interests in accordance with
      Section 5.11 hereof.

     

    Section
      5.04  Distributions
      on the Group I Certificates.

     

    (a)  On
      each
      Distribution Date, the Available Distribution Amount for such Distribution
      Date
      shall be withdrawn by the Securities Administrator to the extent of funds on
      deposit in the sub-account of the Distribution Account relating to the Group
      I
      Mortgage Loans and distributed as directed in accordance with the Remittance
      Report for such Distribution Date, in the following order of
      priority:

     

    First,
      in the
      following order of priority:

     

    
      	 	
              1.

            	
              commencing
                on the Distribution Date in January 2008, to the Supplemental Interest
                Trust from the Interest Remittance Amount, any Group I Net Swap Payment
                and any Swap Termination Payment owed to the Group I Swap Provider
                (unless
                the Group I Swap Provider is a Defaulting Party or the sole Affected
                Party
                (as defined in the ISDA Master Agreement) and to the extent not paid
                by
                the Securities Administrator from any upfront payment received pursuant
                to
                any replacement interest rate swap agreement that may be entered
                into by
                the Supplemental Interest Trust
                Trustee);

            


    

     

    
      	 	
              2.

            	
              from
                the Interest Remittance Amount for that Distribution Date remaining
                after
                distribution to the Supplemental Interest Trust pursuant to clause
                (1)
                above, to the holders of the Group I Senior Certificates on a pro
                rata
                basis based on the entitlement of each such Class, the related Senior
                Interest Distribution Amount for each such Class and such Distribution
                Date;

            


    

     

    
      	 	
              3.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above and
                to the
                Group I Senior Certificates pursuant to clause (2) above, to the
                holders
                of the Class I-M-1 Certificates, the Interest Distribution Amount
                for such
                Class for such Distribution Date;

            


    

     

    
      	 	
              4.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above,
                to the
                Group I Senior Certificates pursuant to clause (2) above and to the
                holders of the Class I-M-1 Certificates pursuant to clause (3) above,
                to
                the holders of the Class I-M-2 Certificates, the Interest Distribution
                Amount for such Class for such Distribution Date;
                and

            


    

     

    
      	 	
              5.

            	
              to
                the extent of the Interest Remittance Amount remaining after distribution
                to the Supplemental Interest Trust pursuant to clause (1) above,
                to the
                Group I Senior Certificates pursuant to clause (2) above, to the
                holders
                of the Class I-M-1 Certificates pursuant to clause (3) above and
                to the
                holders of the Class I-M-2 Certificates pursuant to clause (4) above,
                to
                the holders of the Class I-M-3 Certificates, the Interest Distribution
                Amount for such Class for such Distribution
                Date.

            


    

     

    Second,
      to pay
      to the Group I Offered Certificates in respect of principal, to the extent
      of
      the Available Distribution Amount remaining on each Distribution Date, the
      Principal Distribution Amount for each Distribution Date, in the following
      amount and order of priority:

     

    
      	 	
              1.

            	
              commencing
                on the Distribution Date in January 2008, to the Supplemental Interest
                Trust, any Group I Net Swap Payment and any Swap Termination Payment
                owed
                to the Group I Swap Provider (unless the Group I Swap Provider is
                a
                Defaulting Party or the sole Affected Party (as defined in the ISDA
                Master
                Agreement) and to the extent not paid by the Securities Administrator
                from
                any upfront payment received pursuant to any replacement interest
                rate
                swap agreement that may be entered into by the Supplemental Interest
                Trust
                Trustee) remaining unpaid after the distribution of the Interest
                Remittance Amount on such Distribution
                Date;

            


    

     

    
      	 	
              2.

            	
              from
                the Principal Distribution Amount remaining after distributions pursuant
                to clause (1) above, the Senior Principal Distribution Amount for
                such
                Distribution Date, sequentially, to the Class I-A-1, Class I-A-2,
                Class
                I-A-3 and Class I-A-4 Certificates, in that order, until the Certificate
                Principal Balance of each such Class has been reduced to
                zero.

            


    

     

    
      	 	
              3.

            	
              to
                the Class I-M-1 Certificates, in an amount equal to the Class M-1
                Principal Distribution Amount for such Distribution Date, until the
                Certificate Principal Balance thereof has been reduced to
                zero.

            


    

     

    
      	 	
              4.

            	
              to
                the Class I-M-2 Certificates, in an amount equal to the Class M-2
                Principal Distribution Amount for such Distribution Date, until the
                Certificate Principal Balance thereof has been reduced to
                zero.

            


    

     

    
      	 	
              5.

            	
              to
                the Class I-M-3 Certificates, in an amount equal to the Class M-3
                Principal Distribution Amount for such Distribution Date, until the
                Certificate Principal Balance thereof has been reduced to
                zero.

            


    

     

    Notwithstanding
      the foregoing, on any Distribution Date after the Certificate Principal Balances
      of the Group I Mezzanine Certificates have been reduced to zero, the Senior
      Principal Distribution Amount for that Distribution Date will be allocated
      among
      the Group I Senior Certificates concurrently and on a pro rata basis, based
      on
      the Certificate Principal Balance of each such Class.

     

    Third,
      after
      the payment of interest and principal to the Group I Senior Certificates and
      Group I Mezzanine Certificates as described in clauses First
      and
      Second
      above,
      any Net Monthly Excess Cashflow for such Distribution Date will be distributed
      as follows:

     

    
      	 	
              1.

            	
              to
                the Holders of the Group I Senior Certificates and Group I Mezzanine
                Certificates in an amount equal to any Extra Principal Distribution
                Amount
                for such Distribution Date, payable to such Holders as part of the
                Principal Distribution Amount in accordance with clause Second
                above following distributions pursuant to
                Section 5.04(f);

            


    

     

    
      	 	
              2.

            	
              sequentially,
                to the holders of the Class I-M-1, Class I-M-2 and Class I-M-3
                Certificates, in that order, the related Interest Carry Forward Amount
                allocable to each such Class on such Distribution Date, following
                distributions pursuant to
                Section 5.04(f)(3);

            


    

     

    
      	 	
              3.

            	
              to
                the Net WAC Reserve Fund, an amount equal to (i) with respect to
                the Group
                I Offered Certificates other than the Class I-A-4 Certificates, the
                sum of
                the Net WAC Rate Carryover Amounts, if any, with respect to such
                Class and
                (ii) with respect to the Class I-A-4 Certificates, the amount by
                which the
                sum of the related Net WAC Rate Carryover Amount exceeds the amount
                received by the Securities Administrator with respect to the Group
                I Swap
                Agreement in respect of Net WAC Rate Carryover Amounts since the
                prior
                Distribution Date;

            


    

     

    
      	 	
              4.

            	
              to
                the Supplemental Interest Trust and then from the Supplemental Interest
                Trust to the Group I Swap Provider, any Swap Termination Payment
                owed to
                the Group I Swap Provider in the event of a Swap Provider Trigger
                Event
                and the Group I Swap Provider is a Defaulting Party or the sole Affected
                Party (as defined in the ISDA Master Agreement) not paid on prior
                Distribution Dates and to the extent not paid by the Securities
                Administrator from any upfront payment received pursuant to any
                replacement interest rate swap agreement that may be entered into
                by the
                Supplemental Interest Trust
                Trustee;

            


    

     

    
      	 	
              5.

            	
              to
                the holders of the Class I-X, the Class I-X Distribution Amount;
                and

            


    

     

    
      	 	
              6.

            	
              to
                the holders of the Class I-R Certificates, any remaining
                amounts.

            


    

     

    On
      each
      Distribution Date, the Securities Administrator, after making the required
      distributions of interest and principal to the Group I Senior Certificates
      and
      Group I Mezzanine Certificates as described in clauses First
      and
      Second
      above
      and
      after the distribution of the Net Monthly Excess Cashflow as described in clause
      Third
      above,
      will withdraw from the Net WAC Reserve Fund the amounts on deposit therein
      and
      distribute such amounts to the Group I Senior Certificates and the Group I
      Mezzanine Certificates in respect of any Net WAC Rate Carryover Amounts due
      to
      each such Class in the following manner and order of priority first, to the
      Group I Senior Certificates, the related Net WAC Rate Carryover Amount (with
      respect to the Class I-A-4 Certificates, after taking into account payments
      made
      pursuant to the Group I Swap Agreement but prior to taking into account payments
      made pursuant to the Class I-A-4 Cap Contract) for each such Class for such
      Distribution Date, on a pro rata basis, based on the entitlement of each such
      Class; second, to the Class I-M-1 Certificates, the related Net WAC Rate
      Carryover Amount for such Distribution Date for such Class; third, to the Class
      I-M-2 Certificates, the related Net WAC Rate Carryover Amount for such
      Distribution Date for such Class; and fourth, to the Class I-M-3 Certificates,
      the related Net WAC Rate Carryover Amount for such Distribution Date for such
      Class (prior to taking into account payment made pursuant to the Class I-M-3
      Cap
      Contract). Any amounts remaining in the Net WAC Reserve Fund will be distributed
      to the Holder of the Class I-X Certificates.

     

    (b)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Group I Mortgage Loans received during the related Prepayment Period and
      deposited in the sub-account of the Distribution Account relating to the Group
      I
      Mortgage Loans will be withdrawn from such sub-account and distributed by the
      Securities Administrator to the Class I-P Certificates and shall not be
      available for distribution to the Holders of any other Class of Group I
      Certificates. The payment of such Prepayment Charges shall not reduce the
      Certificate Principal Balance of the Class I-P Certificates.

     

    (c)  On
      the
      Distribution Date in January 2012, the Securities Administrator shall make
      a
      payment of principal to the Class I-P Certificates in reduction of the
      Certificate Principal Balance thereof from amounts on deposit in a separate
      reserve account established and maintained by the Securities Administrator
      for
      the exclusive benefit of the Class I-P Certificateholders.

     

    (d)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Group I Senior Certificates or Group I Subordinate Certificates, on each
      Distribution Date the Securities Administrator shall make distributions to
      each
      Holder of a Group I Senior Certificate or Group I Subordinate Certificate of
      record on the preceding Record Date either by wire transfer in immediately
      available funds to the account of such Holder at a bank or other entity having
      appropriate facilities therefor, if (i) such Holder has so notified the
      Securities Administrator at least five (5) Business Days prior to the related
      Record Date and (ii) such Holder shall hold Regular Certificates with aggregate
      principal denominations of not less than $1,000,000 or evidencing a Percentage
      Interest aggregating ten percent (10%) or more with respect to such Class or,
      if
      not, by check mailed by First Class Mail to such Certificateholder at the
      address of such Holder appearing in the Certificate Register. Notwithstanding
      the foregoing, but subject to Section 10.02 hereof respecting the final
      distribution, distributions with respect to Group I Senior Certificates and
      Group I Subordinate Certificates registered in the name of a Depository shall
      be
      made to such Depository in immediately available funds.

     

    (e)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Group I Swap Provider pursuant to the Group I Swap
      Agreement shall be deducted from Interest Remittance Amount relating to Loan
      Group I, and to the extent of any such remaining amounts due, from Principal
      Remittance Amount, prior to any distributions to the Holders of the Group I
      Certificates. On each Distribution Date, such amounts will be remitted to the
      Supplemental Interest Trust, first to make any Group I Net Swap Payment owed
      to
      the Group I Swap Provider pursuant to the Group I Swap Agreement for such
      Distribution Date, and second to make any Swap Termination Payment (not due
      to a
      Swap Provider Trigger Event) owed to the Group I Swap Provider pursuant to
      the
      Group I Swap Agreement for such Distribution Date. Any Swap Termination Payment
      due as a result of the occurrence of a Swap Provider Trigger Event owed to
      the
      Swap Provider pursuant to the Group I Swap Agreement will be subordinated to
      distributions to the Holders of the Group I Senior Certificates and Mezzanine
      Certificates and shall be paid as set forth in clause (f) below.

     

    (f)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Group I Swap Provider in respect of any Group I Net
      Swap Payment then on deposit in the Supplemental Interest Trust in the following
      order of priority:

     

    
      	 	
              (1)

            	
              to
                the Holders of the Class or Classes of Group I Offered Certificates
                then
                entitled to receive distributions in respect of principal, in an
                amount
                necessary to maintain or restore (but in no instance to achieve)
                the
                Required Overcollateralization Amount prior to taking into account
                distributions of Net Monthly Excess Cashflow made pursuant to clause
                (1)
                of clause “Third”
                under
                Section 5.04(a);

            


    

     

    
      	 	
              (2)

            	
              to
                the Group
                I Senior
                Certificates, the Senior Interest Distribution Amount for such
                Distribution Date and any Senior Interest Distribution Amount remaining
                unpaid from a prior Distribution Date, on a pro rata basis based
                on the
                entitlement of each such Class, after giving effect to distributions
                of
                the Interest Remittance Amount pursuant to clause (2) of clause
                “First”
                under Section 5.04(a);

            


    

     

    
      	 	
              (3)

            	
              to
                the Group
                I Mezzanine
                Certificates, in the order of the payment priority for each such
                Class,
                the Interest Distribution Amount for such Distribution Date and any
                Interest Carry Forward Amounts for each such Class and Distribution
                Date,
                after giving effect to distributions of the Interest Remittance Amount
                pursuant to clauses (3) through (5) of clause “First” under
                Section 5.04(a) but prior to taking into account any distributions of
                Net Monthly Excess Cashflow made pursuant to clause (2) of “Third”
                of
                Section 5.04(a);

            


    

     

    
      	 	
              (4)

            	
              to
                the Class I-A-4 Certificates, any applicable Net WAC Rate Carryover
                Amounts, prior to giving effect to any withdrawals from the Supplemental
                Interest Trust from amounts available to be paid in respect of Net
                WAC
                Rate Carryover Amounts pursuant to clause (3) of clause “Third”
                under Section 5.04(a) and prior to distribution of payments received
                pursuant to the Class I-A-4 Cap Contract on such Distribution Date;
                and

            


    

     

    
      	 	
              (5)

            	
              to
                the Class I-X Certificates, any remaining
                amounts.

            


    

     

    Notwithstanding
      the foregoing, in no instance will such payments (other than payments made
      under
      clause (5) above) be made other than to the extent of Realized Losses and Net
      WAC Rate Carryover Amounts. Furthermore, unless and until the Required
      Overcollateralization Amount has been reached, payments pursuant to clauses
      (4) and (5) above shall be limited to the positive difference between (a)
      the amount of such payment remaining after application of payments pursuant
      to
      clauses (1) through (3) above and (b) the Overcollateralization Increase Amount.
      In no event shall monies in the Supplemental Interest Trust in respect of the
      Group I Swap Agreement be used to achieve the Required Overcollateralization
      Amount.

     

    Amounts
      payable by the Supplemental Interest Trust to the Securities Administrator
      in
      respect of Group I Net Swap Payments and Swap Termination Payments other than
      Swap Termination Payments resulting from a Swap Provider Trigger Event (and
      to
      the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) in respect of the
      Group
      I Swap Agreement will be deducted from related available funds before
      distributions to the Holders of the Group I Offered Certificates. On or before
      each Distribution Date, such amounts will be distributed by the trust to the
      Securities Administrator, and paid by the Securities Administrator to the Group
      I Swap Provider as follows:

     

    (i) first
      to
      make any Group I Net Swap Payment owed to the Group I Swap Provider pursuant
      to
      the Group I Swap Agreement for such Distribution Date, and 

     

    (ii) second
      to
      make any Swap Termination Payment not due to a Swap Provider Trigger Event
      owed
      to the Group I Swap Provider pursuant to the Group I Swap Agreement (to the
      extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Securities Administrator).

     

    Section
      5.05  Distributions
      on the Group II Certificates.

     

    (a)
      On
      each Distribution Date, the Securities Administrator will withdraw funds on
      deposit in the sub-account of the Distribution Account relating to the Group
      II
      Mortgage Loans and make distributions to the Holders of the Group II
      Certificates in accordance with the Remittance Report for such Distribution
      Date, in the following order of priority:

     

    (i)(1) from
      the
      Interest Remittance Amount derived from the Group II-1 Mortgage Loans and Group
      II-2 Mortgage Loans, to the Supplemental Interest Trust, an amount equal to
      the
      Group II-1 Allocation Percentage and the Group II-2 Allocation Percentage,
      as
      applicable, of any Group II Net Swap Payment and any Swap Termination Payment
      owed to the Group II Swap Provider (unless the Group II Swap Provider is the
      sole Defaulting Party or the sole Affected Party (as defined in the ISDA Master
      Agreement) and to the extent not paid by the Securities Administrator from
      any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust
      Trustee);

     

    (2) from
      the
      Interest Remittance Amount derived from the Group II-1 Mortgage Loans and Group
      II-2 Mortgage Loans remaining after payments pursuant to clause (1) above,
      to
      the Group II Senior Certificates, pro rata based on amounts due, Current
      Interest and Carryforward Interest for such Distribution Date, provided that:
      

     

    (a) the
      Interest Remittance Amount derived from the Group II-1 Mortgage Loans will
      be
      distributed in the following order of priority: (x) first, to the Class II-1-A
      Certificates, Current Interest and any Carryforward Interest for such Class
      for
      such Distribution Date; and then (y) concurrently, to the Class II-2-A-1A,
      Class
      II-2-A-1B, Class II-2-A-2, Class II-2-A-3, Class II-2-A-4A and Class II-2-A-4B
      Certificates, Current Interest and Carryforward Interest for each such Class
      for
      such Distribution Date, on a pro rata basis based on the entitlement of each
      such Class, after taking into account the distribution of the Interest
      Remittance Amount derived from the Group II-2 Mortgage Loans on such
      Distribution Date; and

     

    (b) the
      Interest Remittance Amount derived from the Group II-2 Mortgage Loans will
      be
      distributed in the following order of priority: (x) first, concurrently to
      the
      Class II-2-A-1A, Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3, Class
      II-2-A-4A and Class II-2-A-4B Certificates, Current Interest and any
      Carryforward Interest for each such Class for such Distribution Date, on a
      pro
      rata basis based on the entitlement of each such Class; and then (y) to the
      Class II-1-A Certificates, Current Interest and any Carryforward Interest for
      such Class for such Distribution Date, after taking into account the
      distribution of the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans on such Distribution Date;

     

    (3) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) and (2) above,
      to the Class II-M-1 Certificates, Current Interest and Carryforward Interest
      for
      such Class and Distribution Date;

     

    (4) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (3)
      above, to the Class II-M-2 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (5) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (4)
      above, to the Class II-M-3 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (6) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (5)
      above, to the Class II-M-4 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (7) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (6)
      above, to the Class II-M-5 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (8) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (7)
      above, to the Class II-M-6 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (9) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (8)
      above, to the Class II-M-7 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date;

     

    (10) first,
      from the Interest Remittance Amount derived from the Group II-2 Mortgage Loans,
      and then from the Interest Remittance Amount derived from the Group II-1
      Mortgage Loans remaining after payments pursuant to clauses (1) through (9)
      above, to the Class II-M-8 Certificates, Current Interest and Carryforward
      Interest for such Class and Distribution Date; and

     

    (11) for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      any
      such Interest Remittance Amount remaining after application pursuant to clauses
      (1) through (10) above.

     

    (ii) The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I. On
      each
      Distribution Date (x) prior to the Group II Stepdown Date or (y) with respect
      to
      which a Group II Trigger Event is in effect, the Principal Payment Amount will
      be paid in the following order of priority:

     

    (A) to
      the
      Supplemental Interest Trust from the Principal Payment Amount derived from
      the
      Group II-1 Mortgage Loans and the Group II-2 Mortgage Loans, as applicable,
      the
      Group II-1 Allocation Percentage and Group II-2 Allocation Percentage,
      respectively, as applicable, of any Group II Net Swap Payment and any Swap
      Termination Payment owed to the Group II Swap Provider (unless the Group II
      Swap
      Provider is the sole Defaulting Party or the sole Affected Party (as defined
      in
      the ISDA Master Agreement) and to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee) to the extent not paid from the Interest Remittance
      Amount on such Distribution Date;

     

    (B) from
      the
      Principal Payment Amount derived from the Group II-1 Mortgage Loans remaining
      after payments pursuant to clause (A) above, to the Class II-1-A Certificates,
      until its Certificate Principal Balance has been reduced to zero;

     

    
      	 	
              (C)

            	
              from
                the Principal Payment Amount derived from the Group II-2 Mortgage
                Loans
                remaining after payments pursuant to clause (A) above, concurrently,
                to the Group II-2 Senior Certificates as
                follows:

            


    

     

    (i) concurrently
      to the Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the remaining Principal Payment Amount derived
      from the Group II-2 Mortgage Loans, on a pro rata basis, based on their
      respective Certificate Principal Balances, until the Certificate Principal
      Balance of each such Class has been reduced to zero; and

     

    (ii) the
      Senior Sequential Allocation Percentage of the remaining Principal Payment
      Amount derived from the Group II-2 Mortgage Loans, sequentially, in the
      following order of priority:

     

    (1) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (2) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; and

     

    (3) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; 

     

    
      	 	
              (D)

            	
              from
                the Principal Payment Amount derived from the Group II-1 Mortgage
                Loans
                remaining after payments pursuant to clauses (A) and (B) above and
                after the Certificate Principal Balance of the Class II-1-A Certificates
                has been reduced to zero, to the Group II-2 Senior Certificates,
                after
                taking into account payments pursuant to clause (C) above, concurrently
                as
                follows, until the Certificate Principal Balance of each such Class
                has
                been reduced to zero:

            


    

     

    (i) concurrently
      to the Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the remaining Principal Payment Amount derived
      from the Group II-1 Mortgage Loans, on a pro rata basis, based on their
      respective Certificate Principal Balances, until the Certificate Principal
      Balance of each such Class has been reduced to zero; and

     

    (ii) the
      Senior Sequential Allocation Percentage of the remaining Principal Payment
      Amount derived from the Group II-1 Mortgage Loans, sequentially, in the
      following order of priority:

     

    (1) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (2) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; and

     

    (3) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; 

     

    
      	 	
              (E)

            	
              from
                the Principal Payment Amount derived from the Group II-2 Mortgage
                Loans
                remaining after payments pursuant to clauses (A) and (C) above and
                after the Certificate Principal Balances of the Group II-2 Senior
                Certificates have been reduced to zero, to the Class II-1-A Certificates,
                after taking into account payments pursuant to clause (B) above,
                until its
                Certificate Principal Balance has been reduced to
                zero;

            


    

     

    
      	 	
              (F)

            	
              to
                the Class II-M-1 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (G)

            	
              to
                the Class II-M-2 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (H)

            	
              to
                the Class II-M-3 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (I)

            	
              to
                the Class II-M-4 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (J)

            	
              to
                the Class II-M-5 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero; 

            


    

     

    
      	 	
              (K)

            	
              to
                the Class II-M-6 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (L)

            	
              to
                the Class II-M-7 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (M)

            	
              to
                the Class II-M-8 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero; and

            


    

     

    
      	 	
              (N)

            	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date,
                any such Principal Payment Amount remaining after application pursuant
                to
                clauses I(A) through (M) above.

            


    

     

    II. On
      each
      Distribution Date (x) on or after the Group II Stepdown Date and (y) with
      respect to which a Group II Trigger Event is not in effect, the Principal
      Payment Amount will be paid in the following order of priority:

     

    
      	(A)  	
              to
                the Supplemental Interest Trust from the Principal Payment Amount
                derived
                from the Group II-1 Mortgage Loans and the Group II-2 Mortgage Loans,
                as
                applicable, the Group II-1 Allocation Percentage and the Group II-2
                Allocation Percentage, respectively, of any Group II Net Swap Payment
                and
                any Swap Termination Payment owed to the Group II Swap Provider (unless
                the Group II Swap Provider is the sole Defaulting Party or the sole
                Affected Party (as defined in the ISDA Master Agreement) and to the
                extent
                not paid by the Securities Administrator from any upfront payment
                received
                pursuant to any replacement interest rate swap agreement that may
                be
                entered into by the Supplemental Interest Trust Trustee) remaining
                unpaid
                after the distribution of the Interest Remittance Amount on such
                Distribution Date;

            


    

     

    
      	(B)  	
              concurrently
                to the Group II Senior Certificates as
                follows:

            


    

     

    (i)
      from
      the Principal Payment Amount derived from the Group II-1 Mortgage Loans
      remaining after payments pursuant to clause (A) above, the Group II-1
      Allocation Amount, to the Class II-1-A Certificates until its Certificate
      Principal Balance has been reduced to zero;

     

    (B)  from
      the
      Principal Payment Amount derived from the Group II-2 Mortgage Loans remaining
      after payments pursuant to clause (A) above, the Group II-2 Allocation
      Amount concurrently as follows:

     

    (a) concurrently
      to the Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the Group II-2 Allocation Amount, on a pro
      rata basis, based on their respective Certificate Principal Balances, until
      the
      Certificate Principal Balance of each such Class has been reduced to zero;
      and

     

    (b) the
      Senior Sequential Allocation Percentage of the Group II-2 Allocation Amount,
      sequentially, in the following order of priority:

     

    (1) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (2) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; and

     

    (3) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero;

     

    
      	(C)  	
              concurrently
                to the Group II Senior Certificates as
                follows:

            


    

     

    (i) from
      the
      Principal Payment Amount derived from the Group II-1 Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and after the Certificate
      Principal Balance of the Class II-1-A Certificates has been reduced to zero,
      to
      the Group II-2 Certificates, after taking into account payments pursuant to
      clause II(B)(ii) above, concurrently as follows, until the Certificate Principal
      Balance of each such Class has been reduced to zero:

     

    (a) concurrently
      to the Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the Group II-2 Allocation Amount remaining
      unpaid pursuant to clause (B) above, on a pro rata basis, based on their
      respective Certificate Principal Balances, until the Certificate Principal
      Balance of each such Class has been reduced to zero; and

     

    (b) the
      Senior Sequential Allocation Percentage of the Group II-2 Allocation Amount
      remaining unpaid pursuant to clause (B) above, sequentially, in the following
      order of priority:

     

    (1) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (2) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; and

     

    (3) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; 

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II-2 Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and after the Certificate
      Principal Balances of the Group II-2 Senior Certificates have been reduced
      to
      zero, the Group II-1 Allocation Amount remaining unpaid pursuant to clause
      (B)
      above to the Class II-1-A Certificates, until its Certificate Principal Balance
      has been reduced to zero;

     

    
      	(D)  	
              to
                the Class II-M-1 Certificates, the Class II-M-1 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(E)  	
              to
                the Class II-M-2 Certificates, the Class II-M-2 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(F)  	
              to
                the Class II-M-3 Certificates, the Class II-M-3 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(G)  	
              to
                the Class II-M-4 Certificates, the Class II-M-4 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(H)  	
              to
                the Class II-M-5 Certificates, the Class II-M-5 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero; 

            


    

     

    
      	(I)  	
              to
                the Class II-M-6 Certificates, the Class II-M-6 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(J)  	
              to
                the Class II-M-7 Certificates, the Class II-M-7 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(K)  	
              to
                the Class II-M-8 Certificates, the Class II-M-8 Principal Payment
                Amount
                for such Distribution Date, until its Certificate Principal Balance
                has
                been reduced to zero; and

            


    

     

    
      	(L)  	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date,
                any such Principal Payment Amount remaining after application pursuant
                to
                clauses II(A) through (K) above.

            


    

     

    Notwithstanding
      the priority of distributions described in this section with respect to the
      Group II Senior Certificates, on any Distribution Date which occurs after the
      Certificate Principal Balances of the Group II Mezzanine Certificates have
      been
      reduced to zero distributions to the Group II-2 Senior Certificates in respect
      of principal will be allocated concurrently to the Class II-2-A-1A, Class
      II-2-A-1B, Class II-2-A-2, Class II-2-A-3, Class II-2-A-4A and Class II-2-A-4B
      Certificates on a pro rata basis, based on the Certificate Principal Balance
      of
      each such Class, until the Certificate Principal Balance of each such Class
      has
      been reduced to zero.

     

    (iii) On
      each
      Distribution Date, the Monthly Excess Cashflow will be distributed in the
      following order of priority:

     

    
      	 	
              (1)(A)

            	
              until
                the aggregate Certificate Principal Balance of the Group II Offered
                Certificates equals the Aggregate Loan Balance for such Distribution
                Date
                (after giving effect to scheduled payments of principal due during
                the
                related Due Period to the extent received or advanced, unscheduled
                collections of principal received during the related Prepayment Period
                and
                after reduction for Realized Losses on the Group II Mortgage Loans
                incurred during the related Due Period) minus the Targeted
                Overcollateralization Amount for such date, on each Distribution
                Date (a)
                prior to the Group II Stepdown Date or (b) with respect to which
                a Group
                II Trigger Event is in effect, to the extent of Monthly Excess Interest
                for such Distribution Date, to the Group II Offered Certificates,
                in the
                following order of priority:

            


    

     

    (i)
      concurrently, to the Group II Senior Certificates as follows:

     

    (a) the
      Group
      II-1 Excess Interest Amount in the following order of priority: (x) first,
      to
      the Class II-1-A Certificates, until its Certificate Principal Balance has
      been
      reduced to zero, and then (y) to the Group II-2 Senior Certificates, after
      taking into account the distribution of the Group II-2 Excess Interest Amount,
      concurrently as follows, until the Certificate Principal Balance of each such
      Class has been reduced to zero:

     

    (1) to
      the
      Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the remaining Group II-1 Excess Interest
      Amount, concurrently on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; and

     

    (2) the
      Senior Sequential Allocation Percentage of the remaining Group II-1 Excess
      Interest Amount, sequentially, in the following order of priority:

     

    (a) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (b) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; and

     

    (c) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; 

     

    (b) the
      Group
      II-2 Excess Interest Amount in the following order of priority: 

     

    (i) concurrently
      as follows

     

    (A) to
      the
      Class II-2-A-1A Certificates and Class II-2-A-1B Certificates, the Class
      II-2-A-1 Allocation Percentage of the Group II-2 Excess Interest Amount,
      concurrently on a pro rata basis, based on their respective Certificate
      Principal Balances, until the Certificate Principal Balance of each such Class
      has been reduced to zero; and

     

    (B) the
      Senior Sequential Allocation Percentage of the Group II-2 Excess Interest
      Amount, sequentially, in the following order of priority:

     

    (a) first,
      to
      the Class II-2-A-2 Certificates, until its Certificate Principal Balance has
      been reduced to zero;

     

    (b) second,
      to the Class II-2-A-3 Certificates, until its Certificate Principal Balance
      has
      been reduced to zero; 

     

    (c) third,
      concurrently, to the Class II-2-A-4A Certificates and the Class II-2-A-4B
      Certificates, concurrently on a pro rata basis, based on their respective
      Certificate Principal Balances, until the Certificate Principal Balance of
      each
      such Class has been reduced to zero; and

     

    (2) to
      the
      Class II-1-A Certificates, after taking into account the distribution of the
      Group II-1 Excess Interest Amount, until its Certificate Principal Balance
      has
      been reduced to zero;

     

    (ii)
       to
      the
      Class II-M-1 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    
      	 	
              (iii)
                

            	
              to
                the Class II-M-2 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (iv)
                

            	
              to
                the Class II-M-3 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (v)
                

            	
              to
                the Class II-M-4 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	 	
              (vi)
                

            	
              to
                the Class II-M-5 Certificates, until the Certificate Principal Balance
                thereof has been reduced to zero;

            


    

     

    
      	 	
              (vii)
                

            	
              to
                the Class II-M-6 Certificates, until the Certificate Principal Balance
                thereof has been reduced to zero;

            


    

     

    
      	(viii)      
               	
              to
                the Class II-M-7 Certificates, until the Certificate Principal Balance
                thereof has been reduced to zero;
                and

            


    

     

    
      	(ix)    
                    	
              to
                the Class II-M-8 Certificates, until the Certificate Principal Balance
                thereof has been reduced to zero.

            


    

     

    (B) on
      each
      Distribution Date on or after the Group II Stepdown Date and with respect to
      which a Group II Trigger Event is not in effect, to fund any principal
      distributions required to be made on such Distribution Date set forth in
      Section 5.05(a)(ii)(II), after giving effect to the distribution of the
      Principal Payment Amount for such date, in accordance with the priorities set
      forth therein; 

     

    
      	 	
              (2)

            	
              concurrently,
                to the Group II Senior Certificates, any Deferred Amount for such
                Class on
                a pro rata basis based on the entitlement of each such
                Class;

            


    

     

    
      	 	
              (3)

            	
              to
                the Class II-M-1 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (4)

            	
              to
                the Class II-M-2 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (5)

            	
              to
                the Class II-M-3 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (6)

            	
              to
                the Class II-M-4 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (7)

            	
              to
                the Class II-M-5 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (8)

            	
              to
                the Class II-M-6 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (9)

            	
              to
                the Class II-M-7 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (10)

            	
              to
                the Class II-M-8 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	 	
              (11)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Group II Senior Certificates, concurrently,
                any Basis Risk Shortfall for each such Class, on a pro rata basis
                based on
                the entitlement of each such Class;

            


    

     

    
      	 	
              (12)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-1 Certificates, any Basis
                Risk
                Shortfall for such Class; 

            


    

     

    
      	 	
              (13)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-2 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (14)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-3 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (15)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-4 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (16)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-5 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (17)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-6 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (18)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-7 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (19)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class II-M-8 Certificates, any Basis
                Risk
                Shortfall for such Class;

            


    

     

    
      	 	
              (20)

            	
              to
                the Supplemental Interest Trust, any Swap Termination Payment owed
                to the
                Group II Swap Provider in the event of a Swap Provider Trigger Event
                and
                the Group II Swap Provider is the sole Defaulting Party or the sole
                Affected Party (as defined in the ISDA Master Agreement) not paid
                on prior
                Distribution Dates and to the extent not paid by the Securities
                Administrator from any upfront payment received pursuant to any
                replacement interest rate swap agreement that may be entered into
                by the
                Supplemental Interest Trust
                Trustee;

            


    

     

    (21) to
      the
      Class II-X Certificates, the Class II-X Distribution Amount; and

     

    
      	 	
              (22)

            	
              to
                the Class II-R Certificates (in respect of the Class R-2C Interest),
                any
                remaining amount. It is not anticipated that any amounts will be
                distributed to the Class II-R Certificates under this clause
                (22).

            


    

     

    Notwithstanding
      the foregoing, distributions pursuant to subparagraphs (2) through (19) above
      on
      any Distribution Date will be made after giving effect to payments received
      pursuant to the Group II Swap Agreement. 

     

    On
      each
      Distribution Date, the Securities Administrator, after making the required
      distributions of interest and principal to the Certificates as described in
      clauses (i) and (ii) above and after the distribution of the Monthly Excess
      Cashflow as described in clause (iii) above, will withdraw from the Basis Risk
      Shortfall Reserve Fund the amounts on deposit therein and distribute such
      amounts to the Group II Senior Certificates and Group II Mezzanine Certificates
      in respect of any Basis Risk Shortfalls in the following manner and order of
      priority: first, concurrently to the Group II Senior Certificates, on a pro
      rata
      basis, based on the entitlement of each such Class, the amount of any Basis
      Risk
      Shortfalls allocated to such Class for such Distribution Date; second, to the
      Class II-M-1 Certificates, the amount of any Basis Risk Shortfall allocated
      to
      such Class for such Distribution Date for such Class; third, to the Class II-M-2
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; fourth, to the Class II-M-3 Certificates,
      the amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date for such Class; fifth, to the Class II-M-4 Certificates,
      the
      amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date; and sixth, to the Class II-M-5 Certificates, the amount
      of
      any Basis Risk Shortfalls allocated to such Class for such Distribution
      Date.

     

    (b) Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Group II Senior Certificates or Group II Mezzanine Certificates, on each
      Distribution Date the Securities Administrator shall make distributions to
      each
      Holder of a Group II Senior Certificate or Group II Mezzanine Certificate of
      record on the preceding Record Date either by wire transfer in immediately
      available funds to the account of such Holder at a bank or other entity having
      appropriate facilities therefor, if (i) such Holder has so notified the
      Securities Administrator at least five (5) Business Days prior to the related
      Record Date and (ii) such Holder shall hold Regular Certificates with aggregate
      principal denominations of not less than $1,000,000 or evidencing a Percentage
      Interest aggregating ten percent (10%) or more with respect to such Class or,
      if
      not, by check mailed by first class mail to such Certificateholder at the
      address of such Holder appearing in the Certificate Register. Notwithstanding
      the foregoing, but subject to Section 10.02 hereof respecting the final
      distribution, distributions with respect to Group II Senior Certificates and
      Group II Mezzanine Certificates registered in the name of a Depository shall
      be
      made to such Depository in immediately available funds.

     

    (c) Any
      Group
      II Net Swap Payments and Swap Termination Payments (other than Swap Termination
      Payments resulting from a Swap Provider Trigger Event) payable by the
      Supplemental Interest Trust to the Group II Swap Provider pursuant to the Group
      II Swap Agreement shall be deducted from Interest Remittance Amount relating
      to
      Loan Group II, and to the extent of any such remaining amounts due, from
      Principal Remittance Amount, prior to any distributions to the Holders of the
      Group II Certificates. On each Distribution Date, such amounts will be remitted
      to the Supplemental Interest Trust, first to make any Group II Net Swap Payment
      owed to the Group II Swap Provider pursuant to the Group II Swap Agreement
      for
      such Distribution Date, and second to make any Swap Termination Payment (not
      due
      to a Swap Provider Trigger Event) owed to the Group II Swap Provider pursuant
      to
      the Group II Swap Agreement for such Distribution Date. Any Swap Termination
      Payment due as a result of the occurrence of a Swap Provider Trigger Event
      owed
      to the Group II Swap Provider pursuant to the Group II Swap Agreement will
      be
      subordinated to distributions to the Holders of the Group II Senior Certificates
      and Group II Mezzanine Certificates and shall be paid as set forth in clause
      (d)
      below.

     

    (d) On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Group II Swap Provider in respect of any Group II
      Net
      Swap Payment then on deposit in the Supplemental Interest Trust in the following
      order of priority:

     

    (i) concurrently,
      to the Group II Senior Certificates, pro rata based on amounts due, Current
      Interest and any Carryforward Interest for each such Class and Distribution
      Date, after giving effect to distributions of such amounts pursuant to
      Section 5.05(a)(i)(2);

     

    (ii) sequentially,
      to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
      Class II-M-6, Class II-M-7 and Class II-M-8 Certificates, in that order, Current
      Interest and any Carryforward Interest for each such Class and Distribution
      Date, after giving effect to distributions of such amounts pursuant to Sections
      5.05(a)(i)(3) through (10);

     

    (iii) to
      the
      Holders of the Class or Classes of Group II Offered Certificates then entitled
      to receive distributions in respect of principal, in an amount necessary to
      maintain or restore the Targeted Overcollateralization Amount after taking
      into
      account distributions made pursuant to
      Section 5.05(a)(iii)(1);

     

    (iv) concurrently
      to the Group II Senior Certificates, on a pro rata basis based on the
      entitlement of each such Class, and then sequentially to the Class II-M-1,
      Class
      II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7
      and
      Class II-M-8 Certificates, in that order, any applicable Deferred Amounts,
      prior
      to giving effect to amounts available to be paid in respect of Deferred Amounts
      pursuant to Section 5.05(a)(iii)(2) through (10);

     

    (v) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund first, concurrently, to the Group II Senior Certificates, on a pro rata
      basis, based on the entitlement of each such Class, and then to the Class
      II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
      Class II-M-7 and Class II-M-8 Certificates, in that order, any applicable Basis
      Risk Shortfalls, prior to giving effect to any withdrawals from the Basis Risk
      Shortfall Reserve Fund or from amounts available to be paid in respect of Basis
      Risk Shortfalls pursuant to Section 5.05(a)(iii)(11) through (19);
      and

     

    (vi) to
      the
      Class II-X Certificates, any remaining amounts.

     

    Notwithstanding
      the foregoing, in no instance will such payments (other than payments made
      under
      clause (vi) above) be made other than to the extent of Realized Losses and
      Basis
      Risk Shortfalls.

     

    Amounts
      payable by the supplemental interest trust to the Securities Administrator
      in
      respect of Group II Net Swap Payments and Swap Termination Payments other than
      Swap Termination Payments resulting from a Swap Provider Trigger Event (and
      to
      the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) in respect of the
      Group
      II Swap Agreement will be deducted from related available funds before
      distributions to the holders of the Group II Offered Certificates. On or before
      each Distribution Date, such amounts will be distributed by the trust to the
      Securities Administrator, and paid by the Securities Administrator to the Group
      II Swap Provider as follows:

     

    (i)  first
      to
      make any Group II Net Swap Payment owed to the Group II Swap Provider pursuant
      to the Group II Swap Agreement for such Distribution Date, and 

     

    (ii)  second
      to
      make any Swap Termination Payment not due to a Swap Provider Trigger Event
      owed
      to the Group II Swap Provider pursuant to the Group II Swap Agreement (to the
      extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Securities Administrator).

     

    Section
      5.06  Allocation
      of Realized Losses on the Group I Mortgage Loans.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Group I Mortgage Loan that
      occurred during the immediately preceding calendar month, based solely on the
      reports delivered by the Servicer pursuant to this Agreement.

     

    (b)  The
      interest portion of Realized Losses shall be allocated to the Group I
      Certificates as described in Section 1.02 hereof.

     

    (c)  The
      principal portion of all Realized Losses on the Group I Mortgage Loans allocated
      to any REMIC IA Regular Interest pursuant to Section 5.06(d) shall be
      allocated on each Distribution Date as follows: first, in reduction of Group
      I
      Net Swap Payments payable by the Group I Swap Provider and available for this
      purpose, second, in reduction of the Net Monthly Excess Cashflow; third, to
      the
      Class I-X Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fourth, to the Class I-M-3 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; fifth, to the Class I-M-2
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and sixth, to the Class I-M-1 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero. All such Realized Losses
      to
      be allocated to the Certificate Principal Balances of the Group I Subordinate
      Certificates on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Group I Subordinate
      Certificates shall be to the Certificate Principal Balance of such Class
      immediately prior to the relevant Distribution Date, before reduction thereof
      by
      any Realized Losses, in each case to be allocated to such Group I Subordinate
      Certificates, on such Distribution Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Group I Mezzanine
      Certificate on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to the Class I-X Certificates shall be made by reducing the amount
      otherwise payable in respect thereof pursuant to Section 5.04(a) clause
Third.
      No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Group I Senior Certificates or Class I-P
      Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Group I
      Certificates hereunder will be allocated among the Certificates of such Class
      in
      proportion to the Percentage Interests evidenced thereby.

     

    (d)  With
      respect to the REMIC IA Regular Interests, all Realized Losses on the Group
      I Mortgage Loans shall be allocated duplicative on each Distribution Date first,
      to REMIC IA Regular Interest I until the Uncertificated Principal Balance
      has been reduced to zero, and second, to REMIC I Regular Interest I-1-A through
      REMIC IA Regular Interest I-27-B, starting with the lowest numerical
      denomination until such REMIC IA Regular Interest has been reduced to zero,
      provided that, for REMIC IA Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro rata between such
      REMIC IA Regular Interests. 

     

    The
      REMIC IB Marker Allocation Percentage of all Realized Losses on the Group I
      Mortgage Loans shall be allocated on each Distribution Date to the following
      REMIC IB Regular Interests in the specified percentages, as follows: first,
      to Uncertificated Accrued Interest payable to the REMIC IB Regular Interest
      LTI-IAA and REMIC IB Regular Interest LTI-IZZ up to an aggregate amount
      equal to the REMIC IB Interest Loss Allocation Amount, 98% and 2%,
      respectively; second, to the Uncertificated Principal Balances of REMIC IB
      Regular Interest LTI-IAA and REMIC IB Regular Interest LTI-IZZ up to an
      aggregate amount equal to the REMIC IB Principal Loss Allocation Amount,
      98% and 2%, respectively; third, to the Uncertificated Principal Balances of
      REMIC IB Regular Interest LTI-IAA, REMIC IB Regular Interest LTI-IM3
      and REMIC IB Regular Interest LTI-IZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM3
      has been reduced to zero; fourth, to the Uncertificated Principal Balances
      of
      REMIC IB Regular Interest LTI-IAA, REMIC IB Regular Interest LTI-IM2
      and REMIC IB Regular Interest LTI-IZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM2
      has been reduced to zero; and fifth, to the Uncertificated Principal Balances
      of
      REMIC IB Regular Interest LTI-IAA, REMIC IB Regular Interest LTI-IM1
      and REMIC IB Regular Interest LTI-IZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IM1
      has been reduced to zero.

     

    The
      REMIC IB SC Allocation Percentage of all Realized Losses on the Group I
      Mortgage Loans shall be applied after all distributions have been made on each
      Distribution Date first, so as to keep the Uncertificated Principal Balance
      of
      REMIC IB Regular Interest LTI-SC and REMIC IB Regular Interest LTI-NSC
      equal to 0.01% of the Certificate Principal Balance of the related Corresponding
      Certificates second, any remaining Realized Losses shall be allocated to
      REMIC IB Regular Interest LTI-IXX.

     

    (e)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      related Servicer under this Agreement, that any Subsequent Recoveries have
      been
      collected by the related Servicer with respect to a Group I Mortgage Loan,
      the
      amount of such Subsequent Recoveries will be applied to increase the Certificate
      Principal Balance of the Class of Group I Subordinate Certificates with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      of
      Group I Mezzanine Certificates pursuant to this Section 5.06. The amount of
      any remaining Subsequent Recoveries will be applied to sequentially increase
      the
      Certificate Principal Balance of the Group I Mezzanine Certificates, beginning
      with the Class of Group I Mezzanine Certificates with the next highest payment
      priority, up to the amount of such Realized Losses previously allocated to
      such
      Class of Certificates pursuant to this Section 5.06. Holders of such
      Certificates will not be entitled to any payment in respect of current interest
      on the amount of such increases for any Accrual Period preceding the
      Distribution Date on which such increase occurs. Any such increases shall be
      applied to the Certificate Principal Balance of each Group I Subordinate
      Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    Section
      5.07  Allocation
      of Realized Losses on the Group II Mortgage Loans.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Group II Mortgage Loan that
      occurred during the immediately preceding calendar month.

     

    (b)  The
      interest portion of Realized Losses on the Group II Mortgage Loans shall be
      allocated to the Certificates as described in Section 1.02
      hereof.

     

    The
      principal portion of all Realized Losses on the Group II Mortgage Loans shall
      be
      allocated on each Distribution Date as follows: first,
      in
      reduction of Group II Net Swap Payments paid by the Group II Swap Provider
      under
      the Group II Swap Agreement and the Monthly Excess Cashflow for such
      Distribution Date; second,
      to the
      Class II-X Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; third,
      to the
      Class II-M-8 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero, fourth,
      to the
      Class II-M-7 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; fifth,
      to the
      Class II-M-6 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; sixth,
      to the
      Class II-M-5 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; seventh,
      to the
      Class II-M-4 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; eighth,
      to the
      Class II-M-3 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero; ninth,
      to the
      Class II-M-2 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero, and tenth,
      to the
      Class II-M-1 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero. In addition, once the Group II Mezzanine Certificates
      have
      been reduced to zero, any additional Realized Losses on the Group II-1 Mortgage
      Loans will be allocated to the Class II-1-A Certificates and any additional
      Realized Losses on the Group II-2 Mortgage Loans will be allocated concurrently
      to the Class II-2-A-1A, Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3, Class
      II-2-A-4A and Class II-2-A-4B Certificates, on a pro rata basis, until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      provided, however, that the pro rata portion of Realized Losses otherwise
      allocable to the Class II-2-A-1A Certificates will be allocated first to the
      Class II-2-A-1B Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero and then, to the Class II-2-A-1A Certificates until
      the
      Certificate Principal Balance thereof has been reduced to zero; provided
      further, that the pro rata portion of Realized Losses otherwise allocable to
      the
      Class II-2-A-4A Certificates will be allocated first to the Class II-2-A-4B
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero and then, to the Class II-2-A-4A Certificates until the Certificate
      Principal Balance thereof has been reduced to zero.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Group
      II
      Offered Certificates on any Distribution Date shall be made by reducing the
      Certificate Principal Balance thereof by the amount so allocated; any allocation
      of Realized Losses to a Class II-X Certificate shall be made by reducing the
      amount otherwise payable in respect thereof pursuant to
      Section 5.05(a)(iii). No allocations of any Realized Losses shall be made
      to the Certificate Principal Balances of the Class II-P
      Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (c)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      related Servicer under this Agreement or the Servicing Agreement, as applicable,
      that any Subsequent Recoveries have been collected by such Servicer with respect
      to the Group II Mortgage Loans, the amount of such Subsequent Recoveries will
      be
      applied to increase the Certificate Principal Balance of the Group II
      Certificates to which such Realized Losses have been allocated as follows:
      first, to the Group II Senior Certificates of the loan group to which the
      Subsequent Recovery relates, on a pro rata basis (with respect to the Group
      II-2
      Senior Certificates), based on the related amount of Applied Loss Amounts
      allocated thereto, and then to the Class II-M-1, Class II-M-2, Class II-M-3,
      Class II-M-4, Class II-M-5 Class II-M-6, Class II-M-7 and Class II-M-8
      Certificates, in that order, in each case up to the related amount of Applied
      Loss Amounts but only to the extent that the Certificate Principal Balance
      has
      not previously been increased due to other Subsequent Recoveries and that any
      such Applied Loss Amount has not been paid to such Class of Group II Offered
      Certificates as a Deferred Amount with Monthly Excess Cashflow or a Group II
      Net
      Swap Payment paid by the Group II Swap Provider and available for this purpose.
      Holders of such Certificates will not be entitled to any payment in respect
      of
      current interest on the amount of such increases for any Accrual Period
      preceding the Distribution Date on which such increase occurs. Any such
      increases shall be applied to the Certificate Principal Balance of each Class
      of
      Group II Offered Certificates in accordance with its respective Percentage
      Interest. 

     

    (d)  With
      respect to the REMIC IIA Regular Interests, all Realized Losses on the Group
      II-1 Mortgage Loans shall be allocated shall be allocated on each Distribution
      Date first, to REMIC IIA Regular Interest I until the Uncertificated Principal
      Balance has been reduced to zero, and second, to REMIC IIA Regular Interest
      I-1-A through REMIC IIA Regular Interest I-60-B, starting with the lowest
      numerical denomination until such REMIC IIA Regular Interest has been reduced
      to
      zero, provided that, for REMIC IIA Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro rata between such
      REMIC IIA Regular Interests. All Realized Losses on the Group II-2 Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC IIA Regular
      Interest II until the Uncertificated Principal Balance has been reduced to
      zero,
      and second, to REMIC IIA Regular Interest II-1-A through REMIC IIA Regular
      Interest II-60-B, starting with the lowest numerical denomination until such
      REMIC IIA Regular Interest has been reduced to zero, provided that, for REMIC
      IIA Regular Interests with the same numerical denomination, such Realized Losses
      shall be allocated pro rata between such REMIC IIA Regular Interests.


     

    (e)  The
      REMIC
      IIB Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated on each Distribution Date to the following REMIC IIB Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Accrued Interest payable to the REMIC IIB Regular Interest LTII-IIAA and REMIC
      IIB Regular Interest LTII-IIZZ up to an aggregate amount equal to the REMIC
      IIB
      Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA and
      REMIC IIB Regular Interest LTII-IIZZ up to an aggregate amount equal to the
      REMIC IIB Principal Loss Allocation Amount, 98% and 2%, respectively; third,
      to
      the Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC IIB Regular Interest LTII-IIM8 and REMIC IIB Regular Interest LTII-IIZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC IIB Regular Interest LTII-IIM8 has been reduced to zero; fourth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM7 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM7 has been reduced to zero; fifth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM6 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM6 has been reduced to zero; sixth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM5 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM5 has been reduced to zero; seventh, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM4 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM4 has been reduced to zero; eighth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM3 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM3 has been reduced to zero; ninth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM2 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM2 has been reduced to zero; and tenth, to the
      Uncertificated Principal Balances of REMIC IIB Regular Interest LTII-IIAA,
      REMIC
      IIB Regular Interest LTII-IIM1 and REMIC IIB Regular Interest LTII-IIZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC IIB
      Regular Interest LTII-IIM1 has been reduced to zero.

     

    The
      REMIC
      IIB Sub WAC Allocation Percentage of all Realized Losses on the Group II
      Mortgage Loans shall be applied after all distributions have been made on each
      Distribution Date first, so as to keep the Uncertificated Principal Balance
      of
      each REMIC IIB Regular Interest ending with the designation “GRP” equal to 0.01%
      of the aggregate Stated Principal Balance of the Mortgage Loans in the related
      Loan Group; second, to each REMIC IIB Regular Interest ending with the
      designation “SUB,” so that the Uncertificated Balance of each such REMIC IIB
      Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group over (y)
      the
      current Certificate Principal Balance of the Senior Certificates in the related
      Loan Group (except that if any such excess is a larger number than in the
      preceding distribution period, the least amount of Realized Losses shall be
      applied to such REMIC IIB Regular Interests such that the REMIC IIB Subordinated
      Balance Ratio is maintained); and third, any remaining Realized Losses shall
      be
      allocated to REMIC IIB Regular Interest LTII-XX.

     

    Section
      5.08  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates, the Depositor and the Credit Risk
      Manager via its website a statement setting forth the following information
      for
      the Certificates:

     

    (i)  the
      Interest Accrual Period and Distribution Date for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

    (iii)  with
      respect to each Loan Group, the total cash flows received and the general
      sources thereof;

     

    (iv)  the
      amount of the related distribution to Holders of each Class allocable to
      principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein, (B) the aggregate of all scheduled payments of
      principal included therein, (C) the amount of Prepayment Charges distributed
      to
      the Class I-P Certificates and Class II-P Certificates, (D) the Extra Principal
      Distribution Amount and (E) the Monthly Excess Interest with respect to the
      Group II Certificates, if any;

     

    (v)  the
      amount distributed to Holders of each Class on such Distribution Date allocable
      to interest;

     

    (vi)  the
      Certificate Principal Balance or Certificate Notional Balance of each Class
      of
      Certificates, if applicable, after giving effect (i) to all distributions
      allocable to principal on such Distribution Date and (ii) the allocation of
      any
      Realized Losses for such Distribution Date;

     

    (vii)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date;

     

    (viii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the related Servicer pursuant
      to
      Section 3.27 of this Agreement or the Servicing Agreement, as applicable or
      the Master Servicer pursuant to Section 4.14 of this
      Agreement;

     

    (x)  the
      cumulative amount of Realized Losses for the Group I Mortgage Loans and the
      Group II Mortgage Loans to date and, in addition, if the Certificate Principal
      Balance of any Class of Certificates have been reduced to zero, the cumulative
      amount of any Realized Losses that have not been allocated to any Class of
      Certificates;

     

    (xi)  with
      respect to Loan Group I, the Group I Overcollateralization Amount, the Credit
      Enhancement Percentage, any Overcollateralization Increase Amount and any
      Overcollateralization Reduction Amount for such Distribution Date;

     

    (xii)  with
      respect to Loan Group II, the Group II Overcollateralization Amount, the Senior
      Enhancement Percentage, any Overcollateralization Deficiency Amount and any
      Overcollateralization Release Amount for such Distribution Date;

     

    (xiii)  with
      respect to each Loan Group, the amount of any Prepayment Charges remitted by
      the
      related Servicer;

     

    (xiv)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xv)  with
      respect to each Loan Group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xvi)  the
      number and aggregate principal balance of any Mortgage Loans that were (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (1) one scheduled payment is delinquent, (2) two scheduled payments are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any Mortgage Loans in respect of which (A)
      one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
      (C) three or more scheduled payments are delinquent and (D) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (xvii)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and the Stated Principal Balance of, and Realized Loss
      on, such Mortgage Loan as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xviii)  the
      total
      number and principal balance of any real estate owned or REO Properties in
      each
      Loan Group and the Mortgage Loans in the aggregate as of the close of business
      on the Determination Date preceding such Distribution Date;

     

    (xix)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the aggregate scheduled principal balance of the Group I Mortgage
      Loans
      or Group II Mortgage Loans that are sixty (60) days or more delinquent or are
      in
      bankruptcy or foreclosure or are REO Properties, and the denominator of which
      is
      the scheduled principal balances of all of the Group I Mortgage Loans or Group
      II Mortgage Loans, as applicable as of the last day of such Distribution Date;
      

     

    (xx)  the
      aggregate Stated Principal Balance, for each of the Group I Mortgage Loans
      and
      Group II Mortgage Loans that are sixty (60) days or more delinquent or are
      in
      bankruptcy or foreclosure or are REO properties;

     

    (xxi)  the
      aggregate Servicing Fee received by the Servicers, and the master servicing
      fees, if any, received by the Master Servicer during the related Due
      Period;

     

    (xxii)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxiii)  with
      respect to the Group I Certificates, the amount of any Net WAC Rate Carryover
      Amounts and the amount in the Net
      WAC
      Reserve Fund after
      all
      deposits and withdrawals on such Distribution Date; 

     

    (xxiv)  with
      respect to the Group II Certificates the amount of any Basis Risk Shortfalls
      and
      the amount in the Basis Risk Shortfall Reserve Fund after all deposits and
      withdrawals on such Distribution Date;

     

    (xxv)  amounts
      payable in respect of each Cap Contract;

     

    (xxvi)  amounts
      payable in respect of each Swap Agreement;

     

    (xxvii)  with
      respect to Loan Group I, whether the Group I Stepdown Date has occurred and
      whether any Group I Trigger Event is in effect; and

     

    (xxviii)  
      with
      respect to Loan Group II, whether the Group II Group II Stepdown Date has
      occurred and whether any Group II Group II Trigger Event is in
      effect.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicers, the Cap Provider
      and
      the Swap Providers. The Securities Administrator will make available a copy
      of
      each statement provided pursuant to this Section 5.08 to each Rating
      Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.08 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    Section
      5.09  REMIC
      Designations and REMIC Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC IA, REMIC IB,
      REMIC IC, REMIC ID, REMIC IE, REMIC IF, REMIC IIA, REMIC IIB, REMIC IIC, REMIC
      IID, REMIC IIE and REMIC IIF shall 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 REMIC IA Regular Interests shall
      constitute the assets of REMIC IB. The
      REMIC IB Regular Interests shall constitute the assets of REMIC IC. The
      Class I-X Interest shall constitute the assets of REMIC ID. The Class I-P
      Interest shall constitute the assets of REMIC IE. The Class I-IO Interest shall
      constitute the assets of REMIC IF. The
      REMIC
      IIA Regular Interests shall constitute the assets of REMIC IIB. The REMIC IIB
      Regular Interests shall constitute the assets of REMIC IIC. The Class II-X
      Interest shall constitute the assets of REMIC IID. The Class II-P Interest
      shall
      constitute the assets of REMIC IIE. The Class II-IO Interest shall constitute
      the assets of REMIC IIF.

     

    (b)  On
      each
      Distribution Date, the Available Distribution Amount with respect to Loan Group
      I, in the following order of priority and in accordance with the Remittance
      Reports, shall be distributed by REMIC IA to REMIC IB on account of
      the REMIC IA Regular Interests or withdrawn from the sub-account of the
      Distribution Account relating to Loan Group I and distributed to the Holders
      of
      the Class I-R Certificates (in respect of the Class R-1A Interest), as the
      case
      may be:

     

    (i)  to
      Holders of each of REMIC IA Regular Interest I and REMIC IA Regular
      Interest I-1-A through I-27-B, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for such REMIC IA Regular Interests for
      such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC IA Regular Interests I-1-A through I-27-B starting with the
      lowest numerical denomination until the Uncertificated Principal Balance of
      each
      such REMIC IA Regular Interest is reduced to zero; and

     

    (iii)  to
      the
      Holders of REMIC IA Regular Interest I-P, (A) on each Distribution Date,
      100% of the amount paid in respect of Prepayment Charges and (B) on the
      Distribution Date in January, 2012 until $100 has been distributed pursuant
      to
      this clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC IB
      to REMIC IC on account of the REMIC IB Regular Interests or withdrawn from
      the Distribution Account and distributed to the Holders of the Class R-1B
      Interest, as the case may be:

     

    (i)  first,
      to
      the Holder of REMIC IB Regular Interest LTI-I-IO in an amount equal to (A)
      the Uncertificated Accrued Interest for each such REMIC IB Regular Interest
      for such Distribution Date, plus (B) any amounts in respect thereof remaining
      unpaid from previous Distribution Dates and then to the Holders of REMIC IB
      Regular Interest LTI-AA, REMIC IB Regular Interest LTI-IA1, REMIC IB
      Regular Interest LTI-IA2, REMIC IB Regular Interest LIT-IA3, REMIC IB
      Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IM1, REMIC IB
      Regular Interest LTI-IM2, REMIC IB Regular Interest LTI-IM3 and
      REMIC IB Regular Interest LTI-IZZ, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC IB Regular Interest for
      such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from previous Distribution Dates. Amounts payable as Uncertificated Accrued
      Interest in respect of REMIC IB Regular Interest LTI-IZZ shall be reduced
      and deferred when the REMIC IB Overcollateralization Amount is less than
      the REMIC IB Required Overcollateralization Amount, by the lesser of (x)
      the amount of such difference and (y) the REMIC IB Regular Interest LTI-IZZ
      Maximum Interest Deferral Amount and such amount will be payable to the Holders
      of REMIC IB Regular Interest LTI-IA1, REMIC IB Regular Interest
      LTI-IA2, REMIC IB Regular Interest LIT-IA3, REMIC IB Regular Interest
      LTI-IA4, REMIC IB Regular Interest LTI-IM1, REMIC IB Regular Interest
      LTI-IM2 and REMIC IB Regular Interest LTI-IM3, in the same proportion as
      the Overcollateralization Deficiency is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of REMIC IB Regular
      Interest LTI-IZZ shall be increased by such amount;

     

    (ii)  second,
      to the Holders of REMIC IB Regular Interests, in an amount equal to the
      remainder of the REMIC IB Marker Allocation Percentage of the Interest
      Remittance Amount and the Principal Payment Amount for such Distribution Date
      after the distributions made pursuant to clause (i) above, allocated as
      follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC IB Regular Interest LTI-AA and REMIC IB Regular
      Interest LTI-IP, until the Uncertificated Principal Balance of such
      REMIC IB Regular Interest is reduced to zero, provided, however, that the
      Uncertificated Principal Balance of REMIC IB Regular Interest LTI-IP shall
      not be reduced until the Distribution Date in January 2012 or any Distribution
      Date thereafter, at which point such amount shall be distributed to
      REMIC IB Regular Interest LTI-IP, until $100 has been distributed pursuant
      to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC IB Regular Interest LTI-IA1,
      REMIC IB Regular Interest LTI-IA2, REMIC IB Regular Interest LIT-IA3,
      REMIC IB Regular Interest LTI-IA4, REMIC IB Regular Interest LTI-IM1,
      REMIC IB Regular Interest LTI-IM2 and REMIC IB Regular Interest
      LTI-IM3, 1% in the same proportion as principal payments are allocated to the
      Corresponding Certificates, until the Uncertificated Principal Balances of
      such
      REMIC IB Regular Interests are reduced to zero and second, to the Holders
      of REMIC IB Regular Interest LTI-IZZ (other than amounts payable under the
      proviso below), until the Uncertificated Principal Balance of such REMIC IB
      Regular Interest is reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class I-R Certificates (in respect of
      the
      Class R-1B Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to a Group I Overcollateralization Release Amount shall be
      allocated to Holders of (i) REMIC IB Regular Interest LTI-AA and
      REMIC IB Regular Interest LT-IP, in that order and (ii) REMIC IB
      Regular Interest LTI-IZZ, respectively; provided that REMIC IB Regular
      Interest LT-IP shall not be reduced until the Distribution Date in January
      2012,
      at which point such amount shall be distributed to REMIC IB Regular
      Interest LT-IP, until $100 has been distributed pursuant to this
      clause.

     

    (iii)  third,
      to
      the Holders of REMIC IB Regular Interest LTI-SC, REMIC IB Regular
      Interest LTI-NSC and REMIC I Regular Interest LTI-XX, pro rata, in an amount
      equal to (A) the Uncertificated Accrued Interest for each such REMIC IB
      Regular Interest for such Distribution Date, plus (B) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates; and

     

    (iv)  fourth,
      to the Holders of REMIC IB Regular Interests, in an amount equal to the
      remainder of the REMIC IB SC Allocation Percentage of the Group I Interest
      Remittance Amount and the Group I Principal Payment Amount for such Distribution
      Date after the distributions made pursuant to clause (iii) above, such that
      distributions of principal shall be deemed to be made to the REMIC IB
      Regular Interests first, so as to keep the Uncertificated Principal Balance
      of
      REMIC IB Regular Interest LTI-SC and REMIC IB Regular Interest LTI-NSC
      equal to 0.01% of the aggregate Certificate Principal Balance of the related
      Corresponding Certificates; second, any remaining principal to REMIC IB
      Regular Interest LTI-XX.

     

    (v)  all
      amounts paid to the Class I-X Certificates shall be deemed to be distributed
      to
      the Class I-X Interest;

     

    (vi)  all
      amounts paid to the Class I-P Certificates shall be deemed to be distributed
      to
      the Class I-P Interest; and

     

    (vii)  all
      amounts paid to REMIC IF Regular Interest Swap-IO shall be deemed to be
      distributed to the Class I-IO Interest.

     

    (d)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Reports, shall be distributed by REMIC IIA
      to
      REMIC IIB on account of the REMIC IIA Regular Interests or withdrawn from the
      related Distribution Account and distributed to the Holders of the Class R-2A
      Interest, as the case may be:

     

    (e)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC IIA
      to
      REMIC IIB on account of the REMIC II Group II-1 Regular Interests or withdrawn
      from the Distribution Account and distributed to the Holders of the Class R-IIA
      Interest, as the case may be:

     

    (i)  to
      Holders of each of REMIC IIA Regular Interest I and REMIC IIA Regular Interest
      I-1-A through I-60-B, pro rata, in an amount equal to (A) the Uncertificated
      Accrued Interest for such REMIC IIA Regular Interests for such Distribution
      Date, plus (B) any amounts payable in respect thereof remaining unpaid from
      previous Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC IIA Regular Interest
      I,
      then to REMIC IIA Regular Interests I-1-A through I-60-B starting with the
      lowest numerical denomination until the Uncertificated Principal Balance of
      each
      such REMIC IIA Regular Interest is reduced to zero, provided that, for REMIC
      IIA
      Regular Interests with the same numerical denomination, such payments of
      principal shall be allocated pro rata between such REMIC IIA Regular Interests;
      and

     

    (iii)  to
      the
      Holders of REMIC IIA Regular Interest II-P, (A) on each Distribution Date,
      100%
      of the amount paid in respect of Prepayment Charges on the Group II Mortgage
      Loans and (B) on the Distribution Date in January,
      2012
      until $100 has been distributed pursuant to this clause.

     

    (f)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC IIA
      to
      REMIC IIB on account of the REMIC IIA Group II-2 Regular Interests or withdrawn
      from the Distribution Account and distributed to the Holders of the Class R-2A
      Interest, as the case may be:

     

    (i)  to
      Holders of each of REMIC IIA Regular Interest II and REMIC IIA Regular Interest
      II-1-A through II-60-B, pro rata, in an amount equal to (A) Uncertificated
      Accrued Interest for such REMIC IIA Regular Interests for such Distribution
      Date, plus (B) any amounts payable in respect thereof remaining unpaid from
      previous Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: to REMIC IIA Regular
      Interest II, then to REMIC IIA Regular interests II-1-A through II-60-B starting
      with the lowest numerical denomination until the Uncertificated Principal
      Balance of each such REMIC II Regular Interest is reduced to zero, provided
      that, for REMIC IIA Regular Interests with the same numerical denomination,
      such
      payments of principal shall be allocated pro rata between such REMIC IIA Regular
      Interests.

     

    (g)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC IIB
      to
      REMIC IIC on account of the REMIC IIB Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-2B Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holder of REMIC IIB Regular Interest LTII-II-IO in an amount equal to (A)
      the Uncertificated Accrued Interest for each such REMIC IIB Regular Interest
      for
      such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from previous Distribution Dates and then to the Holders of REMIC IIB Regular
      Interest LTII-IIAA, REMIC IIB Regular Interest LTII-IA1, REMIC IIB Regular
      Interest LTII-IIA1A, REMIC IIB Regular Interest LTII-IIA1B, REMIC IIB Regular
      Interest LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3, REMIC IIB Regular
      Interest LTII-IIA4A, REMIC IIB Regular Interest LTII-IIA4B, REMIC IIB Regular
      Interest LTII-IIM1, REMIC IIB Regular Interest LTII-IIM2, REMIC IIB Regular
      Interest LTII-IIM3, REMIC IIB Regular Interest LTII-IIM4, REMIC IIB Regular
      Interest LTII-IIM5, REMIC IIB Regular Interest LTII-IIM6, REMIC IIB Regular
      Interest LTII-IIM7, REMIC IIB Regular Interest LTII-IIM8 and REMIC IIB Regular
      Interest LTII-IIZZ, pro rata, in an amount equal to (A) the Uncertificated
      Accrued Interest for each such REMIC IIB Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
      respect of REMIC IIB Regular Interest LTII-IIZZ shall be reduced and deferred
      when the REMIC IIB Overcollateralization Amount is less than the REMIC IIB
      Targeted Overcollateralization Amount, by the lesser of (x) the amount of such
      difference and (y) the REMIC IIB Regular Interest LTII-IIZZ Maximum Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC IIB
      Regular Interest LTII-IA1, REMIC IIB Regular Interest LTII-IIA1A, REMIC IIB
      Regular Interest LTII-IIA1B, REMIC IIB Regular Interest LTII-IIA2, REMIC IIB
      Regular Interest LTII-IIA3, REMIC IIB Regular Interest LTII-IIA4A, REMIC IIB
      Regular Interest LTII-IIA4B, REMIC IIB Regular Interest LTII-IIM1, REMIC IIB
      Regular Interest LTII-IIM2, REMIC IIB Regular Interest LTII-IIM3, REMIC IIB
      Regular Interest LTII-IIM4, REMIC IIB Regular Interest LTII-IIM5, REMIC IIB
      Regular Interest LTII-IIM6, REMIC IIB Regular Interest LTII-IIM7 and REMIC
      IIB
      Regular Interest LTII-IIM8 in the same proportion as the Overcollateralization
      Deficiency is allocated to the Corresponding Certificates and the Uncertificated
      Principal Balance of REMIC IIB Regular Interest LTII-IIZZ shall be increased
      by
      such amount;

     

    (ii)  second,
      to the Holders of REMIC IIB Regular Interests, in an amount equal to the
      remainder of the REMIC IIB Marker Allocation Percentage of the Interest
      Remittance Amount and the Principal Payment Amount for such Distribution Date
      after the distributions made pursuant to clause (i) above, allocated as
      follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC IIB Regular Interest LTII-IIAA and REMIC IIB Regular Interest
      LTII-IIP, until the Uncertificated Principal Balance of such REMIC IIB Regular
      Interest is reduced to zero, provided, however, that the Uncertificated
      Principal Balance of REMIC IIB Regular Interest LTII-IIP shall not be reduced
      until the Distribution Date in January, 2012 or any Distribution Date
      thereafter, at which point such amount shall be distributed to REMIC IIB Regular
      Interest LTII-IIP, until $100 has been distributed pursuant to this
      clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC IIB Regular Interest LTII-IA1,
      REMIC
      IIB Regular Interest LTII-IIA1A, REMIC IIB Regular Interest LTII-IIA1B, REMIC
      IIB Regular Interest LTII-IIA2, REMIC IIB Regular Interest LTII-IIA3, REMIC
      IIB
      Regular Interest LTII-IIA4A, REMIC IIB Regular Interest LTII-IIA4B, REMIC IIB
      Regular Interest LTII-IIM1, REMIC IIB Regular Interest LTII-IIM2, REMIC IIB
      Regular Interest LTII-IIM3, REMIC IIB Regular Interest LTII-IIM4, REMIC IIB
      Regular Interest LTII-IIM5, REMIC IIB Regular Interest LTII-IIM6, REMIC IIB
      Regular Interest LTII-IIM7 and REMIC IIB Regular Interest LTII-IIM8, 1% in
      the
      same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Principal Balances of such REMIC IIB
      Regular Interests are reduced to zero and second, to the Holders of REMIC IIB
      Regular Interest LTII-IIZZ (other than amounts payable under the proviso below),
      until the Uncertificated Principal Balance of such REMIC IIB Regular Interest
      is
      reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class II-R Certificates (in respect
      of
      the Class R-2B Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Group II Overcollateralization Release Amount shall be
      allocated to Holders of (i) REMIC IIB Regular Interest LTII-IIAA and REMIC
      IIB
      Regular Interest LTII-IIP, in that order and (ii) REMIC IIB Regular Interest
      LTII-IIZZ, respectively; provided that REMIC IIB Regular Interest LTII-IIP
      shall
      not be reduced until the Distribution Date in January, 2012, at which point
      such
      amount shall be distributed to REMIC IIB Regular Interest LTII-IIP, until $100
      has been distributed pursuant to this clause.

     

    (iii)  third,
      to
      the Holders of REMIC IIB Regular Interest LTII-1SUB, REMIC IIB Regular Interest
      LTII-1GRP, REMIC IIB Regular Interest LTII-2SUB, REMIC IIB Regular Interest
      LTII-2GRP and REMIC IIB Regular Interest LTII-XX, pro rata, in an amount equal
      to (A) the Uncertificated Accrued Interest for each such REMIC IIB Regular
      Interest for such Distribution Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Distribution Dates;

     

    (iv)  fourth,
      to the Holders of REMIC IIB Regular Interests, in an amount equal to the
      remainder of the REMIC IIB Sub WAC Allocation Percentage of the Interest
      Remittance Amount and the Principal Payment Amount for such Distribution Date
      after the distributions made pursuant to clause (iii) above, such that
      distributions of principal shall be deemed to be made to the REMIC IIB Regular
      Interests first, so as to keep the Uncertificated Principal Balance of each
      REMIC IIB Regular Interest ending with the designation “GRP” equal to 0.01% of
      the aggregate Stated Principal Balance of the Mortgage Loans in the related
      Loan
      Group; second, to each REMIC IIB Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Principal Balance of each such REMIC IIB
      Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
      Principal Balance of the Group II Mortgage Loans in the related Loan Group
      over
      (y) the current Certificate Principal Balance of the Senior Certificates in
      the
      related Loan Group (except that if any such excess is a larger number than
      in
      the preceding distribution period, the least amount of principal shall be
      distributed to such REMIC IIB Regular Interests such that the REMIC IIB
      Subordinated Balance Ratio is maintained); and third, any remaining principal
      to
      REMIC IIB Regular Interest LTII-XX;

     

    (v)  all
      amounts paid to the Class II-X Certificates shall be deemed to be distributed
      to
      the Class II-X Interest;

     

    (vi)  all
      amounts paid to the Class II-P Certificates shall be deemed to be distributed
      to
      the Class II-P Interest; and

     

    (vii)  all
      amounts paid to REMIC IIF Regular Interest IO shall be deemed to be distributed
      to the Class II-IO Interest.

     

    Section
      5.10  Prepayment
      Charges.

     

    (a)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Group I Mortgage Loans received during the related Prepayment Period and
      deposited in the sub-account of the Distribution Account related to the Group
      I
      Mortgage Loans will be withdrawn from such sub-account of the Distribution
      Account and distributed by the Securities Administrator in accordance with
      the
      Remittance Reports to the Class I-P Certificates and shall not be available
      for
      distribution to the holders of any other Class of Certificates. The payment
      of
      such Prepayment Charges shall not reduce the Certificate Principal Balance
      of
      the Class I-P Certificates.

     

    (b)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Group II Mortgage Loans received during the related Prepayment Period and
      deposited in the sub-account of the Distribution Account related to the Group
      II
      Mortgage Loans will be withdrawn from such sub-account of the Distribution
      Account and distributed by the Securities Administrator in accordance with
      the
      Remittance Reports to the Class II-P Certificates and shall not be available
      for
      distribution to the holders of any other Class of Certificates. The payment
      of
      such Prepayment Charges shall not reduce the Certificate Principal Balance
      of
      the Class II-P Certificates.

     

    (c)  The
      Master Servicer shall not be obligated to recalculate or verify Prepayment
      Charges collected by the Servicer and remitted to the Distribution Account
      for
      distribution to the related Certificateholders.

     

    Section
      5.11  Class
      I-P Certificate Account and the Class II-P Certificate Account.

     

    (a)  The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, N.A., for the benefit of
      Nomura Home Equity Loan, Inc., Alternative Loan Trust 2007-1 Class I-P
      Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class I-P Certificate Account $100.00. The amount on
      deposit in the Class I-P Certificate Account shall be held uninvested. On the
      January 2012 Distribution Date, the Securities Administrator shall withdraw
      the
      amount on deposit in the Class I-P Certificate Account and remit such amount
      to
      the Holders of the Class I-P Certificates, in reduction of the Certificate
      Principal Balance thereof. 

     

    (b)  The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, N.A., for the benefit of
      Nomura Home Equity Loan, Inc., Alternative Loan Trust 2007-1 Class II-P
      Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class II-P Certificate Account $100.00. The amount on
      deposit in the Class II-P Certificate Account shall be held uninvested. On
      the
      January 2012 Distribution Date, the Securities Administrator shall withdraw
      the
      amount on deposit in the Class II-P Certificate Account and remit such amount
      to
      the Holders of the Class II-P Certificates, in reduction of the Certificate
      Principal Balance thereof.

     

    Section
      5.12  Net
      WAC Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Net WAC Reserve Fund on behalf of
      the
      holders of the Group I Senior Certificates and Group I Subordinate Certificates.
      The Net WAC Reserve Fund must be an Eligible Account. The Net WAC Reserve Fund
      shall be entitled “Net WAC Reserve Fund, Wells Fargo Bank, National Association
      for the benefit of holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2007-1, Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
      Class I-A-5, Class I-A-6, Class I-M-1, Class I-M-2 and Class I-M-3”. Any
      payments received by the Securities Administrator under the Class I-A-4 Cap
      Contract shall be deposited into the Net WAC Reserve Fund for the benefit of
      the
      Class I-A-4 Certificates and any payments received by the Securities
      Administrator under the Class I-M-3 Cap Contract shall be deposited into the
      Net
      WAC Reserve Fund for the benefit of the Class I-M-3 Certificates; provided
      that
      the amount of any Excess Cap Payments shall be held for the benefit of the
      Class
      I-X Certificates and payable as part of the Class I-X Distribution Amount for
      the related Distribution Date. On the Closing Date, the Depositor will deposit,
      or cause to be deposited, into the Net WAC Reserve Fund $1,000. On each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to any Class of Group I Certificates, the Securities Administrator shall deposit
      the amounts pursuant to paragraph 3 of clause Third
      of
      Section 5.04(a) into the Net WAC Reserve Fund and the Securities
      Administrator has been directed by the Class I-X Certificateholder to distribute
      such amounts to the Holders of the Group I Senior Certificates and Group I
      Subordinate Certificates in the amounts and priorities set forth in clause
      Third
      of
      Section 5.04(a).

     

    (b)  The
      Net
      WAC Reserve Fund is an “outside reserve fund” within the meaning of Treasury
      Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset
      of any REMIC. The Securities Administrator on behalf of the Trust Fund shall
      be
      the nominal owner of the Net WAC Reserve Fund. The Class I-X Certificateholders
      shall be the beneficial owners of the Net WAC Reserve Fund, subject to the
      power
      of the Securities Administrator to transfer amounts under Section 5.04(a).
      Amounts in the Net WAC Reserve Fund shall be held either uninvested in a trust
      or deposit account of the Securities Administrator with no liability for
      interest or other compensation thereof or, at the written direction of the
      Majority Class I-X Certificateholder, be invested in Permitted Investments
      that
      mature no later than the Business Day prior to the next succeeding Distribution
      Date. All net income and gain from such investments shall be distributed to
      the
      Majority Class I-X Certificateholder, not as a distribution in respect of any
      interest in any REMIC (pursuant to Section 5.10(d)). All amounts earned on
      amounts on deposit in the Net WAC Reserve Fund shall be taxable to the Majority
      Class I-X Certificateholder. Any losses on such investments shall be deposited
      in the Net WAC Reserve Fund by the Majority Class I-X Certificateholder out
      of
      its own funds immediately as realized. In the event that the Majority Class
      I-X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Net WAC Reserve Fund
      shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      Holder of the Class I-A-4 Certificates and the Class I-M-3 Certificates to
      receive payments from the Net WAC Reserve Fund is equal to $373,000 and $83,000,
      respectively, and the amount allocated to the right of the holders of the Group
      I Senior Certificates (other than the Class I-A-4 Certificates) and Group I
      Subordinate Certificates (other than the Class I-M-3 Certificates) to receive
      payments from the Net WAC Reserve Fund in respect of any Net WAC Rate Carryover
      Amount shall be zero.

     

    Section
      5.13  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Group II Senior Certificates and the Mezzanine
      Certificates. The Basis Risk Shortfall Reserve Fund must be an Eligible Account.
      The
      Basis
      Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall Reserve
      Fund, Wells Fargo Bank, N.A., for the benefit of holders of Nomura Home Equity
      Loan, Inc., Asset-Backed Certificates, Series 2007-1, Class II-A-1, Class
      II-A-2, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4 and Class II-M-5
      Certificates.
      On the
      Closing Date, the Depositor will deposit, or cause to be deposited, into the
      Basis Risk Shortfall Reserve Fund $1,000. On each Distribution Date as to which
      there is a Basis Risk Shortfall payable to any Class of Certificates, the
      Securities Administrator shall deposit the amounts pursuant to paragraphs (11)
      through (19) of Section 5.05(a)(iii) into the Basis Risk Shortfall Reserve
      Fund and the Securities Administrator has been directed by the Class II-X
      Certificateholder to distribute such amounts to the Holders of the Group II
      Senior Certificates and Mezzanine Certificates in the amounts and priorities
      set
      forth in Section 5.05(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
      Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not
      an asset of any REMIC. The Securities Administrator on behalf of the Trust
      shall
      be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class II-X
      Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
      Reserve Fund, subject to the power of the Securities Administrator to transfer
      amounts under Section 5.05(a)(iii). Amounts in the Basis Risk Shortfall
      Reserve Fund shall be held either uninvested in a trust or deposit account
      of
      the Securities Administrator with no liability for interest or other
      compensation thereof or, at the written direction of the Majority Class II-X
      Certificateholder, be invested in Permitted Investments that mature no later
      than the Business Day prior to the next succeeding Distribution Date. All net
      income and gain from such investments shall be distributed to the Majority
      Class
      II-X Certificateholder, not as a distribution in respect of any interest in
      any
      REMIC, on such Distribution Date. All amounts earned on amounts on deposit
      in
      the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
      II-X Certificateholder. Any losses on such investments shall be deposited in
      the
      Basis Risk Shortfall Reserve Fund by the Majority Class II-X Certificateholder
      out of its own funds immediately as realized. In the event that the Majority
      Class II-X Certificateholder shall fail to provide investment instructions
      to
      the Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Group II Senior Certificates and Mezzanine
      Certificates
      to
      receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
      Basis Risk Shortfall shall
      be
      zero dollars ($0.00).

     

    Section
      5.14  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Group I Offered Certificates and the Group II Offered Certificates (the
“Supplemental Interest Trust”). The Supplemental Interest Trust shall be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Trustee or of the Securities Administrator
      held
      pursuant to this Agreement.

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Group I Swap Provider
      by the Supplemental Interest Trust pursuant to 5.04 and to the Group II Swap
      Provider by the Securities Administrator pursuant to Section 5.05 of this
      Agreement. On each Distribution Date, the Securities Administrator shall
      distribute any such amounts to the related Swap Provider pursuant to the related
      Swap Agreement, first to pay any related Net Swap Payment owed to the related
      Swap Provider for such Distribution Date, and second to pay any Swap Termination
      Payment owed to the related Swap Provider.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Group I Swap
      Provider and Group II Swap Provider. On each Distribution Date, the Securities
      Administrator shall distribute from the Supplemental Interest Trust an amount
      equal to the amount of any related Net Swap Payment received from the related
      Swap Provider under the related Swap Agreement, and make the distributions
      required under Sections 5.04 and 5.05 of this Agreement.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class I-X and Class II-X Certificates shall be the beneficial
      owner of the Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust and shall keep track of payments made pursuant
      to each Swap Agreement separately. The Securities Administrator shall, at the
      written direction of the Holder of the Majority Class I-X Certificateholder
      or
      Majority Class II-X Certificateholder, as applicable, invest amounts on deposit
      in the Supplemental Interest Trust in respect of the Group I Swap Agreement
      or
      Group II Swap Agreement, as applicable, in Permitted Investments; provided,
      however, that amounts in the Supplement Interest Trust in respect of the Group
      I
      Swap Agreement may only be invested pursuant to item (i) of the definition
      of
      Permitted Investments. In the absence of written direction to the Securities
      Administrator from the Majority Class I-X Certificateholder or Majority Class
      II-X Certificateholder, all funds in respect of the Group I Swap Agreement
      or
      Group II Swap Agreement, as applicable, in the Supplemental Interest Trust
      shall
      remain uninvested. On each Distribution Date, the Securities Administrator
      shall
      distribute, not in respect of any REMIC, any interest earned on the Supplemental
      Interest Trust to the Holders of the Class I-X Certificates or Class II-X
      Certificates, as applicable.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Sections 5.04 and 5.05 shall first be deemed
      paid to the Supplemental Interest Trust in respect of the Class I-IO Interest
      or
      the Class II-IO Interest, as applicable, to the extent of the amount
      distributable on such Class I-IO Interest or Class II-IO Interest on such
      Distribution Date, and any remaining amount shall be deemed paid to the
      Supplemental Interest Trust in respect of the Class I-IO Distribution Amount
      or
      Class II-IO Distribution Amount, as applicable. For federal income tax purposes,
      the Supplemental Interest Trust will be treated as a partnership.

     

    The
      Securities Administrator shall treat the Holders of the Group I Certificates
      (other than the Class I-P, Class I-X, Class I-R and Class I-R-X Certificates)
      and the Holders of the Group II Certificates (other than the Class II-P, Class
      II-X, Class II-R and Class II-R-X Certificates) as having entered into a
      notional principal contract with respect to the Holders of the Class I-X
      Certificates or Class II-X Certificates, as applicable. Pursuant to each such
      notional principal contract, all Holders of the Group I Certificates (other
      than
      the Class I-P, Class I-X, Class I-R and Class I-R-X Certificates) and the
      Holders of the Group II Certificates (other than the Class II-P, Class II-X,
      Class II-R and Class II-R-X Certificates) shall be treated as having agreed
      to
      pay, on each Distribution Date, to the Holder of the Class I-X Certificates
      or
      Class II-X Certificates, as applicable, an aggregate amount equal to the excess,
      if any, of (i) the amount payable on such Distribution Date on the REMIC IC
      Regular Interest or REMIC IIC Regular Interest, ownership of which is
      represented by such Class of Group I Certificates or Group II Certificates,
      as
      applicable over (ii) the amount payable on such Class of Group I Certificates
      or
      Group II Certificates on such Distribution Date (such excess, a “Class I-IO
      Distribution Amount” or “Class II-IO Distribution Amount). A Class I-IO
      Distribution Amount payable from interest collections shall be allocated pro
      rata among such Group I Certificates based on the amount of interest otherwise
      payable to such Certificates, and a Class I-IO Distribution Amount payable
      from
      principal collections shall be allocated to the most subordinate Class of such
      Group I Certificates with an outstanding principal balance to the extent of
      such
      balance. A Class II-IO Distribution Amount payable from interest collections
      shall be allocated pro rata among such Group II Certificates based on the amount
      of interest otherwise payable to such Certificates, and a Class II-IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Group II Certificates with an outstanding
      principal balance to the extent of such balance. In addition, pursuant to such
      notional principal contract, the Holder of the Class I-X Certificates or Class
      II-X Certificates shall be treated as having agreed to pay Net WAC Rate
      Carryover Amounts or Basis Risk Shortfalls, as applicable, to the Holders of
      the
      Group I Certificates or Group II Certificates, as applicable (other than the
      Class I-X, Class I-P, Class I-R, Class I-R-X, Class II-X, Class II-P, Class
      II-R
      and Class II-R-X Certificates) in accordance with the terms of this Agreement.
      Any payments to such Certificates from amounts deemed received in respect of
      this notional principal contract shall not be payments with respect to a Regular
      Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
      any payment from the Group I Certificates or Group II Certificates (other than
      the Class I-X, Class I-P, Class I-R, Class I-R-X, Class II-X, Class II-P, Class
      II-R and Class II-R-X Certificates) of a Class I-IO Distribution Amount or
      Class
      II-IO Distribution Amount shall be treated for tax purposes as having been
      received by the Holders of such Certificates in respect of the REMIC IC Regular
      Interest or REMIC IIC Regular Interest ownership of which is represented by
      such
      Certificates, and as having been paid by such Holders to the Supplemental
      Interest Trust pursuant to the notional principal contract. Thus, each Group
      I
      Offered Certificates or Group II Offered Certificate, as applicable shall be
      treated as representing not only ownership of a Regular Interest in REMIC IC
      or
      REMIC IIC, but also ownership of an interest in, and obligations with respect
      to, a notional principal contract.

     

    (f)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Group I Offered Certificates and Group II Offered
      Certificates to receive payments from the Supplemental Interest Trust for
      federal tax return and information reporting not later than December 31,
      2007.

     

    (g)  In
      the
      event that a Swap Agreement is terminated prior to the Distribution Date in
      January 2012, the Sponsor shall use reasonable efforts to appoint a successor
      swap provider using any Swap Termination Payments paid by the Swap Provider.
      If
      the Sponsor is unable to locate a qualified successor swap provider, any such
      Swap Termination Payments will be remitted to the Securities Administrator
      for
      payment to the holders of the related Classes of Publicly Offered Certificates
      of amounts described in Section 5.04(f) and 5.05(d).

     

    (h)  In
      the
      event that the Group I Swap Provider or the Group II Swap Provider (each, a
      “Swap Provider”) fails to perform any of its obligations under the Group I Swap
      Agreement or the Group II Swap Agreement (each, a “Swap Agreement”),
      respectively (including, without limitation, its obligation to make any payment
      or transfer collateral), or breaches any of its representations and warranties
      thereunder, or in the event that any Event of Default, Termination Event, or
      Additional Termination Event (each as defined in the related Swap Agreement)
      occurs with respect to a Swap Agreement, the Securities Administration on behalf
      of the Supplemental Interest Trust Trustee shall, promptly following actual
      notice of such failure, breach or event, notify the Depositor and send any
      notices and make any demands, on behalf of the Supplemental Interest Trust,
      required to enforce the rights of the Supplemental Interest Trust under such
      Swap Agreement. 

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to a Swap Agreement (such guaranty the “Guaranty” and such
      third party the “Guarantor”), then to the extent that the Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of such Swap Agreement, the Securities Administration
      on
      behalf of the Supplemental Interest Trust Trustee shall, promptly following
      actual notice of the Swap Provider’s failure to pay, demand that the Guarantor
      make any and all payments then required to be made by the Guarantor pursuant
      to
      such Guaranty; provided, that the Supplemental Interest Trust Trustee shall
      in
      no event be liable for any failure or delay in the performance by the Swap
      Provider or any Guarantor of its obligations hereunder or pursuant to the
      related Swap Agreement and the Guaranty, nor for any special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits) in connection therewith.

     

    Section
      5.15  Tax
      Treatment of Swap Payments and Swap Termination Payments. 

     

    For
      federal income tax purposes, each Holder of a Group I Senior Certificate,
      Subordinate Certificate, Group II Senior Certificate or Mezzanine Certificate
      is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Fund or Basis Risk Shortfall Reserve Fund or the Supplemental
      Interest Trust in respect of any Net WAC Rate Carryover Amounts, Basis Risk
      Shortfall Carry-Forward Amounts or the obligation to make payments to the
      Supplemental Interest Trust. For federal income tax purposes, the Securities
      Administrator will account for payments to each Group I Senior Certificate,
      Subordinate Certificate, Group II Senior Certificate and Mezzanine Certificate
      as follows: each Group I Senior Certificate and Subordinate Certificate will
      be
      treated as receiving their entire payment from REMIC IC (regardless of any
      Swap
      Termination Payment or obligation under the Swap Agreement) and subsequently
      paying their portion of any Swap Termination Payment in respect of each such
      Class’ obligation under the Swap Agreement. Each Group II Senior Certificate and
      Mezzanine Certificate will be treated as receiving their entire payment from
      REMIC IIC (regardless of any Swap Termination Payment or obligation under the
      Swap Agreement) and subsequently paying their portion of any Swap Termination
      Payment in respect of each such Class’ obligation under the Swap Agreement. In
      the event that any such Class is resecuritized in a REMIC, the obligation under
      the Swap Agreement to pay any such Swap Termination Payment (or any shortfall
      in
      Net Swap Payment), will be made by one or more of the REMIC Regular Interests
      issued by the resecuritization REMIC subsequent to such REMIC Regular Interest
      receiving its full payment from any such Group I Senior Certificate, Subordinate
      Certificate, Group II Senior Certificate and Mezzanine Certificate.

     

    Each
      REMIC Regular Interest corresponding to a Group I Senior Certificate,
      Subordinate Certificate, Group II Senior Certificate and Mezzanine Certificate
      will be entitled to receive interest and principal payments at the times and
      in
      the amounts equal to those made on the certificate to which it corresponds,
      except that (i) the maximum interest rate of that REMIC regular interest will
      equal the Net Funds Cap or Net WAC Rate Cap computed for this purpose by
      limiting the Notional Amount of the related Swap Agreement to the Certificate
      Principal Balance of the Class I-A-4 Certificates or the aggregate Stated
      Principal Balance of the Group II Mortgage Loans, as applicable, and (ii) any
      Swap Termination Payment will be treated as being payable solely from amounts
      otherwise payable to the Class I-X Certificates or Class II-X Certificates,
      as
      applicable,. As a result of the foregoing, the amount of distributions and
      taxable income on the REMIC Regular Interest corresponding to a Group I Senior
      Certificate, Subordinate Certificate, Group II Senior Certificate and Mezzanine
      Certificate may exceed the actual amount of distributions on the Group I Senior
      Certificates, Subordinate Certificates, Group II Senior Certificates and
      Mezzanine Certificates.

     

    Section
      5.16  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. The Securities Administrator shall also include with each Form 10-D
      any
      disclosure required by the Exchange Act in addition to the Monthly Statement
      that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
      subject to the receipt of such information by the Securities Administrator
      from
      the entity indicated on Exhibit N as the party responsible for providing that
      information. The Securities Administrator will have no duty or liability for
      any
      failure hereunder to determine or prepare any Additional Form 10-D Disclosure,
      except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to this transaction shall be required to provide to the
      Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes any Additional Form 10-D Disclosure). Within two
      Business Days after receipt of such copy, but no later than the 12th calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, or if the Depositor does not request a copy of a Form
      10-D,
      the Securities Administrator shall be entitled to assume that such Form 10-D
      is
      in final form and the Securities Administrator may proceed with the execution
      and filing of the Form 10-D. A duly authorized representative of the Master
      Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on time
      or if
      a previously filed Form 10-D needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section 5.16(c)(ii). Promptly (but
      no later than 1 Business Day) after filing with the Commission, the Securities
      Administrator will make available on its internet website a final executed
      copy
      of each Form 10-D filed by the Securities Administrator. Each party to this
      Agreement acknowledges that the performance by the Master Servicer and the
      Securities Administrator of its duties under this Section 5.16(a) related
      to the timely preparation, execution and filing of Form 10-D is contingent
      upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties as set forth in this Agreement. Neither the Master Servicer nor
      the
      Securities Administrator shall have any liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare, execute
      and/or timely file such Form 10-D, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-D, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on Exhibit
      N
      hereto or such other event requiring disclosure on Form 8-K (each such event,
      a
“Reportable
      Event”),
      or if
      requested by the Depositor, and subject to receipt of such information by the
      Securities Administrator from the entity indicated on Exhibit N as the
      responsible party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph.

     

    (ii)  As
      set
      forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business (New York City
      time) on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to this transaction shall be required to provide to the Securities
      Administrator and to the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Form 8-K Disclosure Information, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Form 8-K
      Disclosure Information. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Securities Administrator in
      connection with including any Form 8-K Disclosure Information on Form 8-K
      pursuant to this paragraph. 

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 8-K to the Depositor. Promptly, but
      no
      later than the close of business on the third Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval, or if the
      Depositor does not request a copy of a Form 8-K, the Securities Administrator
      shall be entitled to assume that such Form 8-K is in final form and the
      Securities Administrator may proceed with the execution and filing of the Form
      8-K. A duly authorized representative of the Master Servicer shall sign each
      Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
      8-K needs to be amended, the Securities Administrator will follow the procedures
      set forth in Section 5.16(c)(ii). Promptly (but no later than 1 Business
      Day) after filing with the Commission, the Securities Administrator will, make
      available on its internet website a final executed copy of each Form 8-K that
      is
      filed by the Securities Administrator. The parties to this Agreement acknowledge
      that the performance by the Master Servicer and the Securities Administrator
      of
      its duties under this Section 5.16(b) related to the timely preparation,
      execution and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Agreement. Neither the Master Servicer nor the Securities Administrator shall
      have any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      8-K, where such failure results from the Securities Administrator’s inability or
      failure to obtain or receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form 8-K,
      not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (c)  (i)On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 Suspension Notification relating to the automatic suspension
      of reporting in respect of the Trust Fund under the Exchange Act. 

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.16(c) related to the timely preparation, execution and filing of
      Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon each such party performing its duties under this Section. Neither the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file any such Form 15, Form 12b-25
      or
      any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
      the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (d)  (i)For
      so
      long as the trust is subject to Exchange Act reporting requirements, within
      90
      days after the end of each calendar year or such earlier date as may be required
      by the Exchange Act (the “10-K
      Filing Deadline”),
      commencing in March 2008, the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund a Form 10-K, in form and substance as required by
      the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Servicing Function Participant (other than the
      Custodian), as described under Section 3.13, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement,
      and (B) if any Servicing Function Participant’s report on assessment of
      compliance with servicing criteria described under Section 3.14 identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement,
      and (B) if any registered public accounting firm attestation report described
      under Section 3.14 identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any such registered
      public accounting firm attestation report is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, and (iv) a Sarbanes-Oxley Certification as
      described in Section 3.18. The Securities Administrator shall also include
      with each Form 10-K any disclosure or information in addition to (i) through
      (iv) above that is required to be included on Form 10-K as set forth on Exhibit
      N under Form 10-K (“Additional
      Form 10-K Disclosure”)
      subject to receipt of such information by the Securities Administrator from
      the
      entity indicated on Exhibit N as the responsible party for providing that
      information. The Securities Administrator will have no duty or liability for
      any
      failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
      except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 1 (with a ten-calendar day cure
      period) of each year that the Trust is subject to the Exchange Act reporting
      requirements, commencing in 2007, (i) the parties to this transaction shall
      be
      required to provide to the Securities Administrator and to the Depositor, to
      the
      extent known by a responsible officer thereof, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, or if the Depositor
      does not request a copy of a Form 10-K, the Securities Administrator shall
      be
      entitled to assume that such Form 10-K is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-K. A
      senior officer of the Master Servicer in charge of the master servicing function
      shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Securities Administrator
      will follow the procedures set forth in Section 5.16(c)(ii). Promptly (but
      no later than one (1) Business Day) after filing with the Commission, the
      Securities Administrator will make available on its internet website a final
      executed copy of each Form 10-K to be filed by the Securities Administrator.
      The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of its duties under this
      Section 5.16(d) related to the timely preparation, execution and filing of
      Form 10-K is contingent upon such parties (and any Servicing Function
      Participant) strictly observing all applicable deadlines in the performance
      of
      their duties under this Section 5.16(d), Section 3.13,
      Section 3.14 and Section 3.18. Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage
      or claim arising out of or with respect to any failure to properly prepare
      and/or timely file such Form 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (e)  Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes"
      or "no") that it "(1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days."
      The
      Depositor hereby represents to the Securities Administrator as of the date
      hereof that the Depositor has (1) filed all such required reports that (a)
      the
      Depositor has undertaken to file on its own behalf or (b) relate to other
      securitization transactions of the Depositor for which Wells Fargo Bank, N.A.,
      in its capacity as Securities Administrator or similar capacity, does not have
      the exclusive obligation to prepare and file during the preceding 12 months;
      provided, however, that the Depositor shall not be obligated to make such
      representation with respect to any filings made by Wells Fargo on behalf of
      the
      Depositor, and (2) that it has been subject to such filing requirement for
      the
      past 90 days. The Depositor shall notify the Securities Administrator in
      writing, no later than the fifth calendar day after the related Distribution
      Date with respect to the filing of a report on Form 10-D and no later than
      March
      15th with respect to the filing of a report on Form 10-K, if the answer to
      the
      questions should be "no". The Securities Administrator shall be entitled to
      rely
      on such representations in preparing, executing and/or filing any such
      report.

     

    (f)  The
      Servicer, the Master Servicer, the Depositor, the Custodian, the Sponsor and
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of such party’s obligations under this
      Section 5.16 or such party’s negligence, bad faith or willful misconduct in
      connection therewith. 

     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.16 may be amended
      without the consent of the Certificateholders.

     

    Section
      5.17  Final
      Maturity Reserve Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish a separate common
      law
      trust under the laws of the State Delaware for the benefit of the Holders of
      the
      Group I Offered Certificates (the “Final Maturity Reserve Trust”) into which the
      Depositor shall deposit $1,000. The Final Maturity Reserve Trust shall be
      maintained by the Securities Administrator. On the Closing Date, the Securities
      Administrator shall establish and maintain in its name, a separate non-interest
      bearing account (the “Final Maturity Reserve Account”), into which the Depositor
      shall initially deposit $1,000. The Final Maturity Reserve Account shall be
      an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Securities Administrator held pursuant to this
      Agreement. The Final Maturity Reserve Account shall be entitled “Final Maturity
      Reserve Account, Wells Fargo Bank N.A. for the benefit of the holders of Nomura
      Home Equity Loan, Inc., Asset-Backed Certificates, Series 2007-1, Class I-A-1,
      Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2 and Class I-M-3
      Certificates”. The funds in the Final Maturity Reserve Account shall remain
      uninvested.

     

    (b)  Beginning
      on the Distribution Date in February 2027 and on each Distribution Date up
      to
      and including the distribution date in February 2037, if on such Distribution
      Date the aggregate Stated Principal Balance of the Group I Mortgage Loans with
      40-year original terms to maturity is greater than the aggregate Stated
      Principal Balance for such Distribution Date set forth in Schedule One hereto,
      the Majority Holder of the Class I-X Certificates will deposit the difference,
      minus any amounts on deposit in the Final Maturity Reserve Account, into the
      Final Maturity Reserve Account. If on any such Distribution Date the aggregate
      Stated Principal Balance specified on Schedule One hereto for such Distribution
      Date exceeds the aggregate Stated Principal Balance of the Group I Mortgage
      Loans having 40-year original terms to maturity as of the end of the related
      Due
      Period, an amount equal to such excess will be withdrawn by the Securities
      Administrator from the Final Maturity Reserve Account and remitted to the
      Majority Holder of the Class I-X Certificates.

     

    (c)  On
      the
      earlier of the Distribution Date in February 2037 and the termination of the
      Trust, all amounts on deposit in the Final Maturity Reserve Account will be
      distributed to holders of the Group I Certificates in the amounts and priorities
      described below. It is intended that these amounts along with any amounts in
      the
      trust relating to the Group I Mortgage Loans will be sufficient to retire the
      Group I Certificates on the Last Scheduled Distribution Date, even though the
      outstanding aggregate Stated Principal Balance of the Group I Mortgage Loans
      having 40-year original terms to maturity have not been reduced to zero on
      the
      Last Scheduled Distribution Date. Any investment earnings on amounts on deposit
      in the Final Maturity Reserve Account will remain in such account and will
      be
      distributed as described below. 

     

    On
      the
      earlier of the Distribution Date in February 2037 and the termination of the
      trust after giving effect to all other distributions, funds on deposit in the
      Final Maturity Reserve Account will be distributed in the following order of
      priority:

     

    (i) concurrently,
      to the Group I Senior Certificates, in reduction of their respective Certificate
      Principal Balances, on a pro rata basis, based on the Certificate Principal
      Balance of each such Class, until the Certificate Principal Balance of each
      such
      Class has been reduced to zero;

     

    (ii) sequentially,
      to the Class I-M-1, Class I-M-2 and Class I-M-3 Certificates, in that order,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero;

     

    (iii) concurrently,
      to the Group I Senior Certificates, Current Interest to the extent remaining
      unpaid following distribution of the Available Distribution Amount;

     

    (iv) sequentially,
      to the Class I-M-1, Class I-M-2 and Class I-M-3 Certificates, in that order,
      Current Interest to the extent remaining unpaid following distribution of the
      Available Distribution Amount; and

     

    (v) to
      the
      Majority Holder of the Class I-X Certificates, any remaining
      amounts.

     

    (d)  Amounts
      on deposit in the Final Maturity Reserve Account will constitute an asset of
      the
      Final Maturity Reserve Trust but will not be an asset of any REMIC. The Class
      I-X Certificates shall evidence ownership of the Final Maturity Reserve Trust
      for federal income tax purposes.

     

    (e)  For
      federal income tax purposes, any Certificateholder that receives a principal
      payment from the Final Maturity Reserve Trust shall be treated as selling a
      portion of its Certificate to the Holder of the Class I-X Certificates and
      as
      having received the amount of the principal payment from the Holder of the
      Class
      I-X Certificates as the proceeds of the sale. The portion of the Certificate
      that is treated as having been sold shall equal the amount of the corresponding
      reduction in the Certificate Principal Balance of such Certificate. Principal
      payments received from the Final Maturity Reserve Trust shall not be treated
      as
      distributions from any REMIC created hereby. All principal distributions from
      the Final Maturity Reserve Trust shall be accounted for hereunder in accordance
      with this Section 5.17(e).

     

    Section
      5.18  Swap
      Collateral Accounts

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Group I Swap Credit Support Annex and the Group
      II Swap Credit Support Annex (the “Swap Custodian”). 

     

    On
      or
      shortly after the Closing Date, the Swap Custodian shall establish a Group
      I
      Swap Collateral Account. The Group I Swap Collateral Account shall be held
      in
      the name of the Swap Custodian in trust for the benefit of the Holders of
      Certificates. The Group I Swap Collateral Account must be an Eligible Account
      and shall be entitled “Nomura Home Equity Loan, Inc., Asset-Backed Certificates,
      Series 2007-1, Group I Swap Collateral Account, Wells Fargo Bank, N.A. as Swap
      Custodian for the benefit of holders of Asset-Backed Certificates, Series
      2007-1.” 

     

    On
      or
      shortly after the Closing Date, the Swap Custodian shall establish a Group
      II
      Swap Collateral Account. The Group II Swap Collateral Account shall be held
      in
      the name of the Swap Custodian in trust for the benefit of the Holders of
      Certificates. The Group II Swap Collateral Account must be an Eligible Account
      and shall be entitled “Nomura Home Equity Loan, Inc., Asset-Backed Certificates,
      Series 2007-1, Group II Swap Collateral Account, Wells Fargo Bank, N.A., as
      Swap
      Custodian for the benefit of holders of Asset-Backed Certificates, Series
      2007-1.” 

     

    The
      Swap
      Custodian shall credit to each Swap Collateral Account all collateral (whether
      in the form of cash or securities) posted by the related Swap Provider to secure
      the obligations of the Swap Provider in accordance with the terms of the related
      Swap Agreement. Except for investment earnings, the related Swap Provider shall
      not have any legal, equitable or beneficial interest in such Swap Collateral
      Account other than in accordance with this Agreement, the related Swap Agreement
      and applicable law. The Swap Custodian shall maintain and apply all collateral
      and earnings thereon on deposit in the related Swap Collateral Account in
      accordance with the related Swap Credit Support Annex.

     

    Cash
      collateral posted by a Swap Provider in accordance with the related Swap Credit
      Support Annex shall be invested at the direction of such Swap Provider in
      Permitted Investments in accordance with the requirements of the related Swap
      Credit Support Annex. In the absence of such direction, amounts therein will
      remain uninvested. All amounts earned on amounts on deposit in the related
      Swap
      Collateral Account (whether cash collateral or securities) shall be for the
      account of and taxable to the related Swap Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      related Swap Agreement) with respect to a Swap Provider or upon occurrence
      or
      designation of an Early Termination Date (as defined in the Cap Contract) as
      a
      result of any such Event of Default or Specified Condition with respect to
      such
      Swap Provider, and, in either such case, unless such Swap Provider has paid
      in
      full all of its Obligations (as defined in the related Swap Credit Support
      Annex) that are then due, then any collateral posted by such Swap Provider
      in
      accordance with such Swap Credit Support Annex shall be applied to the payment
      of any Obligations due to Party B (as defined in the related Swap Agreement)
      in
      accordance with the related Swap Credit Support Annex. Any excess amounts held
      in such Swap Collateral Account after payment of all amounts owing to Party
      B
      under the related Swap Agreement shall be withdrawn from the related Swap
      Collateral Account and paid to the related Swap Provider in accordance with
      the
      related Swap Credit Support Annex. 

     

    Section
      5.19  Cap
      Collateral Account

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Cap Credit Support Annexes (the “Cap Custodian”).


     

    On
      or
      shortly after the Closing Date, the Cap Custodian shall establish a Cap
      Collateral Account. The Cap Collateral Account shall be held in the name of
      the
      Cap Custodian in trust for the benefit of the Holders of Certificates. The
      Cap
      Collateral Account must be an Eligible Account and shall be entitled “Nomura
      Home Equity Loan, Inc., Asset-Backed Certificates, Series 2007-1, Cap Collateral
      Account, HSBC Bank USA, National Association, as Cap Custodian for the benefit
      of holders of Asset-Backed Certificates, Series 2007-1.” 

     

    The
      Cap
      Custodian shall credit to the Cap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Cap Provider to secure the
      obligations of the Cap Provider in accordance with the terms of the Cap
      Contracts. Except for investment earnings, the Cap Provider shall not have
      any
      legal, equitable or beneficial interest in the Cap Collateral Account other
      than
      in accordance with this Agreement, the Cap Contracts and applicable law. The
      Cap
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Cap Collateral Account in accordance with each Cap Credit Support
      Annex.

     

    Cash
      collateral posted by the Cap Provider in accordance with a Cap Credit Support
      Annexes shall be invested at the direction of the Cap Provider in Permitted
      Investments in accordance with the requirements of the related Cap Credit
      Support Annex. In the absence of such direction, amounts therein will remain
      uninvested. All amounts earned on amounts on deposit in the Cap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Cap Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      related Cap Contract) with respect to the Cap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the related Cap
      Contract) as a result of any such Event of Default or Specified Condition with
      respect to the Cap Provider, and, in either such case, unless the Cap Provider
      has paid in full all of its Obligations (as defined in the related Cap Credit
      Support Annex) that are then due, then any collateral posted by the Cap Provider
      in accordance with the related Cap Credit Support Annex shall be applied to
      the
      payment of any Obligations due to Party B (as defined in the related Cap
      Contract) in accordance with the related Cap Credit Support Annex. Any excess
      amounts held in such Cap Collateral Account after payment of all amounts owing
      to Party B under the related Cap Contract shall be withdrawn from the Cap
      Collateral Account and paid to the Cap Provider in accordance with the related
      Cap Credit Support Annex. 

     

    


     

    ARTICLE
      VI


    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-7. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      	
              Class

            	
              Minimum
                Denomination

            	
              Integral
                Multiple in Excess of Minimum

            	
              Original
                Certificate Principal Balance

            	
              Pass-Through
                Rate

            
	
              I-A-1

            	
              $25,000

            	
              $1

            	
              $166,917,000.00

            	
              Class
                I-A-1 Pass-Through Rate

            
	
              I-A-2

            	
              $25,000

            	
              $1

            	
              $ 
                29,345,000.00

            	
              Class
                I-A-2 Pass-Through Rate

            
	
              I-A-3

            	
              $25,000

            	
              $1

            	
              $ 
                84,528,000.00

            	
              Class
                I-A-3 Pass-Through Rate

            
	
              I-A-4

            	
              $25,000

            	
              $1

            	
              $111,610,000.00

            	
              Class
                I-A-4 Pass-Through Rate

            
	
              I-M-1

            	
              $25,000

            	
              $1

            	
              $ 
                15,865,000.00

            	
              Class
                I-M-1 Pass-Through Rate

            
	
              I-M-2

            	
              $25,000

            	
              $1

            	
              $   
                9,308,000.00

            	
              Class
                I-M-2 Pass-Through Rate

            
	
              I-M-3

            	
              $25,000

            	
              $1

            	
              $   
                5,500,000.00

            	
              Class
                I-M-3 Pass-Through Rate

            
	
              II-1-A

            	
              $25,000

            	
              $1

            	
              $100,548,000.00

            	
              Class
                II-1-A Pass-Through Rate

            
	
              II-2A-1A

            	
              $25,000

            	
              $1

            	
              $270,000,000.00

            	
              Class
                II-2-A-1A Pass-Through Rate

            
	
              II-2A-1B

            	
              $25,000

            	
              $1

            	
              $ 
                30,000,000.00

            	
              Class
                II-2-A-1B Pass-Through Rate

            
	
              II-2-A-2

            	
              $25,000

            	
              $1

            	
              $ 
                92,840,000.00

            	
              Class
                II-2-A-2 Pass-Through Rate

            
	
              II-2-A-3

            	
              $25,000

            	
              $1

            	
              $ 
                28,817,000.00

            	
              Class
                II-2-A-3 Pass-Through Rate

            
	
              II-2-A-4A

            	
              $25,000

            	
              $1

            	
              $ 
                31,167,000.00

            	
              Class
                II-2-A-4A Pass-Through Rate

            
	
              II-2-A-4B

            	
              $25,000

            	
              $1

            	
              $   
                3,463,000.00

            	
              Class
                II-2-A-4B Pass-Through Rate

            
	
              II-M-1

            	
              $25,000

            	
              $1

            	
              $   
                8,100,000.00

            	
              Class
                II-M-1 Pass-Through Rate

            
	
              II-M-2

            	
              $25,000

            	
              $1

            	
              $   
                7,800,000.00

            	
              Class
                II-M-2 Pass-Through Rate

            
	
              II-M-3

            	
              $25,000

            	
              $1

            	
              $   
                5,100,000.00

            	
              Class
                II-M-3 Pass-Through Rate

            
	
              II-M-4

            	
              $25,000

            	
              $1

            	
              $   
                3,900,000.00

            	
              Class
                II-M-4 Pass-Through Rate

            
	
              II-M-5

            	
              $25,000

            	
              $1

            	
              $   
                3,600,000.00

            	
              Class
                II-M-5 Pass-Through Rate

            
	
              II-M-6

            	
              $25,000

            	
              $1

            	
              $   
                3,300,000.00

            	
              Class
                II-M-6 Pass-Through Rate

            
	
              II-M-7

            	
              $25,000

            	
              $1

            	
              $   
                3,000,000.00

            	
              Class
                II-M-7 Pass-Through Rate

            
	
              II-M-8

            	
              $25,000

            	
              $1

            	
              $   
                3,900,000.00

            	
              Class
                II-M-8 Pass-Through Rate

            
	
              I-P

            	
              $1

            	
              $1

            	
              $              
                100.00

            	
              N/A

            
	
              II-P

            	
              $1

            	
              $1

            	
              $              
                100.00

            	
              N/A

            
	
              I-X

            	
              $1

            	
              $1

            	
              $             
                669.72

            	
              Class
                I-X Pass-Through Rate

            
	
              II-X

            	
              $1

            	
              $1

            	
              $   4,503,527.80

            	
              Class
                II-X Pass-Through Rate

            
	
              I-R

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              I-R-X

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              II-R

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              II-R-X

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            


    

    


     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust Fund by the Securities Administrator
      by an authorized signatory. Certificates bearing the manual or facsimile
      signatures of individuals who were at any time the proper officers of the
      Securities Administrator shall bind the Trust, notwithstanding that such
      individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Certificates or did not hold such offices
      at
      the date of such Certificates. No Certificate shall be entitled to any benefit
      under this Agreement or be valid for any purpose, unless there appears on such
      Certificate a certificate of authentication substantially in the form provided
      herein executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      I-X, Class I-P, Class II-X and Class II-P Certificates offered and sold to
      Qualified Institutional Buyers in reliance on Rule 144A under the Securities
      Act
      (“Rule 144A”) will be issued in the form of Definitive
      Certificates.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of
      Certificates.

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor or any Servicer
      to
      any obligation in addition to those expressly undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor or any Servicer. Notwithstanding anything else
      to
      the contrary herein, any purported transfer of an ERISA Restricted Certificate
      to or on behalf of an employee benefit plan subject to Section 406 of ERISA
      and/or a plan subject to Section 4975 of the Code other than in compliance
      with the foregoing shall be void and of no effect; provided that the restriction
      set forth in this sentence shall not be applicable if there has been delivered
      to the Securities Administrator an Opinion of Counsel meeting the requirements
      of clause (ii) of the first sentence of this paragraph. The Securities
      Administrator shall not be under any liability to any Person for any
      registration of transfer of any ERISA Restricted Certificate that is in fact
      not
      permitted by this Section 6.02(b) or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement. The Securities Administrator
      shall be entitled, but not obligated, to recover from any Holder of any ERISA
      Restricted Certificate that was in fact an employee benefit plan subject to
      Section 406 of ERISA or a plan subject to Section 4975 of the Code or
      a Person acting on behalf of any such plan at the time it became a Holder or,
      at
      such subsequent time as it became such a plan or Person acting on behalf of
      such
      a plan, all payments made on such ERISA Restricted Certificate at and after
      either such time. Any such payments so recovered by the Securities Administrator
      shall be paid and delivered by the Securities Administrator to the last
      preceding Holder of such Certificate that is not such a plan or Person acting
      on
      behalf of a plan.

     

    Each
      beneficial owner of a Group I Mezzanine Certificate acquired after termination
      of the Supplemental Interest Trust and the Final Maturity Reserve Trust, and
      each beneficial owner of a Group II Mezzanine acquired
      after termination of the Supplemental Interest Trust,
      shall
      be deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a Plan or investing
      with “Plan Assets”, (ii) it has acquired and is holding such certificate in
      reliance on the Exemption, and that it understands that there are certain
      conditions to the availability of the Exemption, including that the certificate
      must be rated, at the time of purchase, not lower than “BBB-“ (or its
      equivalent) by S&P or Moody’s, and the certificate is so rated or (iii) (1)
      it is an insurance company, (2) the source of funds used to acquire or hold
      the
      certificate or interest therein is an “insurance company general account,” as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    For
      so
      long as the Supplemental Interest Trust or the Final Maturity Reserve Trust
      is
      in existence with respect to the Group I Offered Certificates, and for so long
      as the Supplemental Interest Trust is in existence with respect to the Group
      II
      Offered Certificates, each beneficial owner of such Certificate or any interest
      therein, shall be deemed to have represented, by virtue of its acquisition
      or
      holding of such Certificate, or interest therein, that either (i) it is not
      a
      Plan or (ii) (A) it is an accredited investor within the meaning of the
      Exemption and (B) the acquisition and holding of such Certificate and the
      separate right to receive payments from the Supplemental Interest Trust are
      eligible for the exemptive relief available under one of PTCE 95-60, 91-38,
      96-23, 90-1 or 84-14.

     

    (c)  (i)Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit D) from the proposed Transferee, in form and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit E)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as Holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the Holder thereof or
      for
      taking any other action with respect to such Holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the Holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the Holder or any prior Holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any REMIC to cease to qualify
      as a
      REMIC and will not cause any REMIC, as the case may be, to be subject to an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, (i)
      with
      respect to each Class I-R Certificate, the Holder thereof may exchange, in
      the
      manner described above, such Class I-R Certificate for three separate
      certificates, each representing such Holder's respective Percentage Interest
      in
      the Class R-1A Interest, Class R-1B Interest and Class R-1C Interest,
      respectively, in each case that was evidenced by the Class I-R Certificate
      being
      exchanged, (ii) with respect to each Class I-R-X Certificate, the Holder thereof
      may exchange, in the manner described above, such Class I-R-X Certificate for
      three separate certificates, each representing such Holder's respective
      Percentage Interest in the Class R-1D Interest, Class R-1E Interest and Class
      R-1F Interest, respectively, in each case that was evidenced by the Class I-R-X
      Certificate being exchanged, (iii) with respect to each Class II-R Certificate,
      the Holder thereof may exchange, in the manner described above, such Class
      II-R
      Certificate for three separate certificates, each representing such Holder's
      respective Percentage Interest in the Class R-2A Interest, the Class R-2B
      Interest and the Class R-2C Interest, respectively, in each case that was
      evidenced by the Class II-R Certificate being exchanged and (iv) with respect
      to
      each Class II-R-X Certificate, the Holder thereof may exchange, in the manner
      described above, such Class II-R-X Certificate for three separate certificates,
      each representing such Holder's respective Percentage Interest in the Class
      R-2D
      Interest, Class R-2E Interest and Class R-2F Interest, respectively, in each
      case that was evidenced by the Class II-R-X Certificate being
      exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicers, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

     

     

    ARTICLE
      VII


    THE
      DEPOSITOR, GMACM AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, GMACM and the Master Servicer.

     

    Each
      of
      the Depositor, GMACM and the Master Servicer shall be liable in accordance
      herewith only to the extent of the obligations specifically imposed upon and
      undertaken by it herein.

     

    Section
      7.02  Merger
      or Consolidation of the Depositor, GMACM or the Master
      Servicer.

     

    (a)  Each
      of
      the Depositor and GMACM will keep in full force and effect its rights and
      franchises as a corporation and a limited liability company, respectively (or
      other entity resulting from merger, conversion or consolidation to the extent
      permitted under this Section 7.02) under the laws of the state of its
      incorporation or formation, and
      will
      obtain and preserve its qualification to do business as a foreign corporation
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Agreement, the Certificates
      or
      any of the Mortgage Loans and to perform its duties under this
      Agreement.
      The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association, and will obtain and preserve
      its
      qualification to do business as a foreign corporation in each jurisdiction
      in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, each Servicer or the Master Servicer may be merged, converted, or
      consolidated, and any Person resulting from any merger, conversion, or
      consolidation to which the Depositor, GMACM or the Master Servicer shall be
      a
      party, or any Person succeeding to the business of the Depositor, GMACM or
      the
      Master Servicer shall be the successor of the Depositor, GMACM or the Master
      Servicer hereunder, without the execution or filing of any paper or further
      act
      on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding, provided that any Successor Servicer shall have represented
      that it meets the eligibility criteria set forth in
      Section 8.02.

     

    Section
      7.03  Indemnification
      of the Depositor and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation of and the termination of this Agreement.

     

    (b)  GMACM
      agrees to indemnify the Indemnified Persons for, and to hold them harmless
      against, any loss, liability or expense (including reasonable legal fees and
      disbursements of counsel) incurred on their part that may be sustained in
      connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to GMACM’s
      gross negligence in the performance of its duties under this Agreement or
      failure to service the related Mortgage Loans in material compliance with the
      terms of this Agreement and for a material breach of any representation,
      warranty or covenant of GMACM contained herein. GMACM shall immediately notify
      the Trustee if a claim is made by a third party with respect to this Agreement
      or the Mortgage Loans, assume (with the consent of the Trustee and with counsel
      reasonably satisfactory to the Trustee) the defense of any such claim and pay
      all expenses in connection therewith, including counsel fees, and promptly
      appeal or pay, discharge and satisfy any judgment or decree which may be entered
      against it or any Indemnified Person in respect of such claim, but failure
      to so
      notify GMACM shall not limit its obligations hereunder. GMACM agrees that it
      will not enter into any settlement of any such claim without the consent of
      the
      Indemnified Persons unless such settlement includes an unconditional release
      of
      such Indemnified Persons from all liability that is the subject matter of such
      claim. The provisions of this Section 7.03(b) shall survive termination of
      this Agreement and the resignation or removal of GMACM.

     

    (c)  Each
      of
      the parties hereto shall cause any Servicing Function Participant engaged by
      it
      to indemnify and hold harmless GMACM, the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and the Sponsor and their respective
      directors, officers, employees, agents, and affiliates, as applicable, from
      and
      against any and all claims, losses, damages, penalties, fines, forfeitures,
      reasonable legal fees and related costs, judgments and other costs and expenses
      arising out of or based upon (a) any breach by such party of any if its
      obligations hereunder, including particularly its obligations to provide any
      Assessment of Compliance, Attestation Report, Compliance Statement, Back-up
      Certification or any information, data or materials required to be included
      in
      any Exchange Act report, (b) any material misstatement or material omission
      in
      any information, data or materials required to be contained in (i) any
      compliance certificate delivered by the such party pursuant to Section 3.13
      of this Agreement, (ii) any assessment or attestation delivered by such party
      pursuant to Section 3.14 of this Agreement, (iii) any back-up certification
      (in the form of Exhibit M) delivered by such party pursuant to Section 3.18
      of this Agreement or (iv) any disclosure materials delivered by such party
      pursuant to Section 5.16 or (c) the negligence, bad faith or willful
      misconduct of such party in connection with its performance hereunder. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless GMACM, the Master Servicer, the Securities Administrator, the Trustee,
      the Depositor and the Sponsor, then each such party agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and the Sponsor as a result of any
      claims, losses, damages or liabilities incurred by Master Servicer, the
      Securities Administrator, the Trustee, the Depositor and the Sponsor in such
      proportion as is appropriate to reflect the relative fault of the Master
      Servicer, the Securities Administrator, the Trustee, the Depositor and the
      Sponsor on the one hand and such party on the other. This indemnity shall
      survive the termination or resignation of the parties hereto or the termination
      of this Agreement.

     

    Section
      7.04  Limitations
      on Liability of the Depositor, Securities Administrator, Master Servicer,
      Servicer and Others.

     

    Subject
      to the obligation of the Depositor, GMACM and Wells Fargo to indemnify the
      Indemnified Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer nor any of
      the
      directors, officers, employees or agents of the Depositor, the Securities
      Administrator and the Master Servicer shall be under any liability to the
      Indemnified Persons, the Trust Fund or the Certificateholders for taking any
      action or for refraining from taking any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Depositor, the Securities Administrator, the Master
      Servicer or any such Person against any breach of warranties, representations
      or
      covenants made herein or against any specific liability imposed on any such
      Person pursuant hereto or against any liability which would otherwise be imposed
      by reason of such Person’s willful misfeasance, bad faith or gross negligence in
      the performance of duties or by reason of reckless disregard of obligations
      and
      duties hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer and any director,
      officer, employee or agent of the Depositor, the Securities Administrator and
      the Master Servicer may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, GMACM, the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, GMACM, the Trustee
      or the Custodian shall be indemnified by the Trust Fund and held harmless
      thereby against any loss, liability or expense (including reasonable legal
      fees
      and disbursements of counsel) incurred on their part that may be sustained
      in
      connection with, arising out of, or relating to this Agreement, the Custodial
      Agreement or the Certificates (including any pending or threatened claim or
      legal action), other than (i) with respect to GMACM, such loss, liability or
      expense related to GMACM’s failure to perform its duties in compliance with this
      Agreement (except as any such loss, liability or expense shall be otherwise
      reimbursable pursuant to this Agreement) or, with respect to the Custodian,
      to
      the Custodian’s failure to perform its duties hereunder, (ii) with respect to
      GMACM, any such loss, liability or expense incurred by reason of GMACM’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      hereunder or (iii) with respect to Custodian, any such loss, liability or
      expense incurred by reason of the Custodian’s willful misfeasance, bad faith or
      gross negligence in the performance of its duties hereunder.

     

    (d)  The
      Depositor the Securities Administrator or the Master Servicer shall not be
      under
      any obligation to appear in, prosecute or defend any legal action that is not
      incidental to its duties under this Agreement and that in its opinion may
      involve it in any expense or liability; provided, however, that each of the
      Depositor, the Securities Administrator and the Master Servicer may in its
      discretion, undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the Securities
      Administrator and the Master Servicer shall be entitled to be reimbursed
      therefor out of the Distribution Account as provided by Section 3.32.
      Nothing in this Subsection 7.04(d) shall affect the Master Servicer’s obligation
      to take such actions as are necessary to ensure the servicing and administration
      of the Mortgage Loans pursuant to this Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust Fund might incur as a result of such course of
      action by reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of any Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  Servicers
      Not to Resign.

     

    (a)  GMACM
      shall not resign from the obligations and duties hereby imposed on it except
      upon the determination that its duties hereunder are no longer permissible
      under
      applicable law or the performance of such duties are no longer possible in
      order
      to comply with applicable law and such incapacity or impossibility cannot be
      cured by GMACM. Any determination permitting the resignation of GMACM shall
      be
      evidenced by an Opinion of Counsel to such effect delivered to the Master
      Servicer which Opinion of Counsel shall be in form and substance acceptable
      to
      the Master Servicer. No appointment of a successor to GMACM shall be effective
      hereunder unless (a) the Rating Agencies have confirmed in writing that such
      appointment will not result in a downgrade, qualification or withdrawal of
      the
      then current ratings assigned to the Certificates, (b) such successor shall
      have
      represented that it is meets the eligibility criteria set forth in
      Section 8.02 and (c) such successor has agreed in writing to assume the
      obligations of GMACM hereunder. GMACM shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Master Servicer. No such resignation shall become effective until a
      successor servicer or the Master Servicer shall have assumed GMACM’s
      responsibilities and obligations hereunder. GMACM shall notify the Master
      Servicer and the Rating Agencies of its resignation.

     

    (b)  Except
      as
      expressly provided herein, GMACM shall not assign or transfer any of its rights,
      benefits or privileges hereunder to any other Person, or delegate to or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by GMACM hereunder. The
      foregoing prohibition on assignment shall not prohibit GMACM from designating
      a
      Subservicer as payee of any indemnification amount payable to GMACM hereunder;
      provided, however, that as provided in Section 3.03, no Subservicer or
      Subcontractor shall be a third-party beneficiary hereunder and the parties
      hereto shall not be required to recognize any Subservicer or Subcontractor
      as an
      indemnitee under this Agreement.

     

    Section
      7.06  Termination
      of GMACM Without Cause; Appointment of Special Servicer.

     

    (a)  For
      so
      long as the Sponsor retains ownership of the servicing rights with respect
      to
      any of the Mortgage Loans, the Sponsor may, at its option, terminate the
      servicing responsibilities of GMACM hereunder with respect to such Mortgage
      Loans without cause. No such termination shall become effective unless and
      until
      a successor to such Servicer shall have been appointed to service and administer
      the related Mortgage Loans pursuant to the terms and conditions of this
      Agreement. No appointment shall be effective unless (i) such successor servicer
      meets the eligibility criteria contained in Section 8.02, (ii) the Master
      Servicer shall have consented to such appointment, (iii) the Rating Agencies
      have been notified in writing of such appointment and such successor servicer
      meets the Minimum Servicing Requirements, (iv) such successor has agreed to
      assume the obligations of GMACM hereunder to the extent of the related Mortgage
      Loans and (v) all amounts reimbursable to GMACM pursuant to the terms of this
      Agreement shall have been paid to GMACM by the successor appointed pursuant
      to
      the terms of this Section 7.06 or by the Sponsor including without
      limitation, all unreimbursed Advances and Servicing Advances made by GMACM
      and
      all out-of-pocket expenses of GMACM incurred in connection with the transfer
      of
      servicing to such successor. The Sponsor shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Trustee and the Master Servicer.

     

    The
      rights of the Sponsor to terminate GMACM pursuant to this Section 7.06(a)
      will cease to exist if the Sponsor sells or otherwise divests itself of its
      ownership of the servicing rights with respect to the Mortgage Loans; provided,
      however, that this Section 7.06(a) will be operative at any time the
      Sponsor retains or comes into possession of such servicing rights.

     

    (b)  In
      addition, the Sponsor may, at its option, appoint a special servicer with
      respect to certain of the Mortgage Loans. The Sponsor and GMACM shall negotiate
      in good faith with any proposed special servicer with respect to the duties
      and
      obligations of such special servicer with respect to any such Mortgage Loan.
      Any
      Subservicing Agreement shall contain terms and provisions not inconsistent
      with
      this Agreement and shall obligate the special servicer to service such Mortgage
      Loans in accordance with Accepted Servicing Practices. The fee payable to the
      special servicer for the performance of such duties and obligations will paid
      from the Servicing Fee collected by GMACM with respect to each such Mortgage
      Loan and will be remitted to such special servicer by GMACM. 

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

    Section
      7.09  Rights
      of the Depositor in Respect of GMACM and the Master Servicer.

     

    Each
      of
      the Master Servicer and GMACM shall afford (and any Subservicing Agreement
      shall
      provide that each Subservicer or Subcontractor shall afford) the Depositor
      and
      the Trustee, upon reasonable notice, during normal business hours, access to
      all
      records maintained by the Master Servicer or GMACM (and any such Subservicer
      or
      Subcontractor) in respect of GMACM’s rights and obligations hereunder and access
      to officers of the Master Servicer or GMACM (and those of any such Subservicer
      or Subcontractor) responsible for such obligations, and the Master Servicer
      shall have access to all such records maintained by GMACM and any Subservicers.
      Upon request, each of the Master Servicer and GMACM shall furnish to the
      Depositor and the Trustee its (and any such Subservicer’s or Subcontractor’s)
      most recent financial statements and such other information relating to the
      Master Servicer’s or GMACM’s capacity to perform its obligations under this
      Agreement as it possesses (and that any such Subservicer or Subcontractor
      possesses). To the extent the Depositor and the Trustee are informed that such
      information is not otherwise available to the public, the Depositor and the
      Trustee shall not disseminate any information obtained pursuant to the preceding
      two sentences without the Master Servicer’s or GMACM’s written consent, except
      as required pursuant to this Agreement or to the extent that it is appropriate
      to do so (i) to its legal counsel, auditors, taxing authorities or other
      governmental agencies and the Certificateholders, (ii) pursuant to any law,
      rule, regulation, order, judgment, writ, injunction or decree of any court
      or
      governmental authority having jurisdiction over the Depositor and the Trustee
      or
      the Trust Fund, and in any case, the Depositor or the Trustee, (iii) disclosure
      of any and all information that is or becomes publicly known, or information
      obtained by the Trustee from sources other than the Depositor, GMACM or the
      Master Servicer, (iv) disclosure as required pursuant to this Agreement or
      (v)
      disclosure of any and all information (A) in any preliminary or final offering
      circular, registration statement or contract or other document pertaining to
      the
      transactions contemplated by the Agreement approved in advance by the Depositor,
      GMACM or the Master Servicer or (B) to any affiliate, independent or internal
      auditor, agent, employee or attorney of the Trustee having a need to know the
      same, provided that the Trustee advises such recipient of the confidential
      nature of the information being disclosed, shall use its best efforts to assure
      the confidentiality of any such disseminated non-public information. Nothing
      in
      this Section 7.09 shall limit the obligation of GMACM to comply with any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of GMACM to provide access as provided in this Section 7.09
      as a result of such obligation shall not constitute a breach of this Section.
      Nothing in this Section 7.09 shall require GMACM to collect, create,
      collate or otherwise generate any information that it does not generate in
      its
      usual course of business. GMACM shall not be required to make copies of or
      ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer and GMACM under this Agreement and may,
      but
      is not obligated to, perform, or cause a designee to perform, any defaulted
      obligation of the Master Servicer or GMACM under this Agreement or exercise
      the
      rights of the Master Servicer or GMACM under this Agreement; provided that
      neither the Master Servicer nor GMACM shall be relieved of any of its
      obligations under this Agreement by virtue of such performance by the Depositor
      or its designee. The Depositor shall not have any responsibility or liability
      for any action or failure to act by the Master Servicer or GMACM and is not
      obligated to supervise the performance of the Master Servicer or GMACM under
      this Agreement or otherwise.

     

     

     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a)  In
      case
      one or more of the following events of default by GMACM, or Wells Fargo with
      respect to 8.01(a)(xi) (each, a “Servicer Default”), shall occur and be
      continuing, that is to say:

     

    (i)  any
      failure by GMACM to remit to the Securities Administrator any payment required
      to be made under the terms of this Agreement which continues unremedied for
      a
      period of two (2) Business Days; or

     

    (ii)  failure
      on the part of GMACM
      to
      duly
      observe or perform in any material respect any other of the covenants or
      agreements on the part of GMACM set forth in this Agreement (other than those
      described in (vii) and (vii) below), the breach of which has a material adverse
      effect and which continue unremedied for a period of thirty days after the
      date
      on which written notice of such failure, requiring the same to be remedied,
      shall have been given to GMACM by the Master Servicer or to such Servicer and
      the Master Servicer by the holders of Certificates evidencing not less than
      twenty-five percent (25%) of the Voting Rights evidenced by the Certificates;
      or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against GMACM and such decree or order shall have remained
      in
      force undischarged or unstayed for a period of sixty days; or

     

    (iv)  GMACM
      shall consent to the appointment of a conservator or receiver or liquidator
      in
      any insolvency, bankruptcy, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to GMACM or of or relating
      to
      all or substantially all of its property; or

     

    (v)  GMACM
      shall admit in writing its inability to pay its debts generally as they become
      due, file a petition to take advantage of any applicable insolvency or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  GMACM
      attempts to assign its right to servicing compensation hereunder (other than
      any
      payment by GMACM to the Sponsor of any portion of the Servicing Fee payable
      to
      GMACM as provided in a separate side letter between the Sponsor and such
      Servicer) or GMACM attempts to sell or otherwise dispose of all or substantially
      all of its property or assets or to assign this Agreement or the servicing
      responsibilities hereunder or to delegate its duties hereunder or any portion
      thereof except, in each case as otherwise permitted herein; or

     

    (vii)  GMACM
      ceases to be qualified to transact business in any jurisdiction where it is
      currently so qualified, but only to the extent such non-qualification materially
      and adversely affects GMACM’s ability to perform its obligations
      hereunder;

     

    (viii)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      GMACM to duly perform, within the required time period, its obligations under
      Sections 3.13, 3.14, 3.18 or 5.16, which default shall not be subject to
      notice or a cure period;

     

    (ix)  after
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, any
      failure by GMACM to duly perform, within the required time period, its
      obligation to provide the annual statements of compliance and attestation
      reports described in Sections 3.13 and 3.14 hereof, which failure continues
      unremedied for a period of ten (10) Business Days after the date on which
      written notice of such failure, requiring the same to be remedied, has been
      given to GMACM by the Master Servicer; 

     

    (x)  any
      failure by GMACM (or any successor thereto) to provide, within the required
      time
      period set forth in Section 3.28 hereof, any required reports or data
      pertaining to the GMACM Mortgage Loans, which failure continues unremedied
      for a
      period of thirty (30) days after the date on which written notice of such
      failure, requiring the same to be remedied, has been given to GMACM (or any
      successor thereto) by the Master Servicer; or

     

    (xi)  with
      respect to Wells Fargo only, an event of default by Wells Fargo under the
      Servicing Agreement

     

    then,
      and
      in each and every such case, so long as a Servicer Default with respect to
      GMACM
      shall not have been remedied, the Master Servicer, by notice in writing to
      the
      Servicer shall with respect to a payment default by such Servicer pursuant
      to
      Section 8.01(i) of this Agreement and, upon the occurrence and continuance
      of any other Servicer Default with respect to GMACM may, and, at the written
      direction of Certificateholders evidencing not less than 25% of the Voting
      Rights shall, in addition to whatever rights the Trustee on behalf of the
      Certificateholders may have under Section 7.03 of this Agreement and at law
      or equity to damages, including injunctive relief and specific performance,
      terminate all the rights and obligations of GMACM under this Agreement and
      in
      and to the GMACM Mortgage Loans and the proceeds thereof without compensating
      GMACM for the same with respect to a default by GMACM. In connection with the
      occurrence of a Servicer Default by Wells Fargo which shall not have been
      remedied, the Master Servicer shall notify the Trustee and the Trustee, by
      notice in writing to such Servicer, shall with respect to a payment default
      by
      such Servicer pursuant to Section 8.01(a)(xi) of this Agreement, and upon
      the occurrence and continuance of any other Servicer Default by such Servicer,
      may, and at the written direction of Certificateholders evidencing not less
      than
      25% of the Voting Rights shall, in addition to whatever rights the Trustee
      on
      behalf of the Certificateholders may have under the Servicing Agreement and
      at
      law or equity to damages, including injunctive relief and specific performance,
      terminate the rights and obligations of such Servicer under the Servicing
      Agreement and in and to the Wells Fargo Mortgage Loans and the proceeds thereof
      without compensating Wells Fargo for the same with respect to a default by
      Wells
      Fargo. On or after the receipt by such Servicer of such written notice, all
      authority and power of the defaulting Servicer under this Agreement or the
      Servicing Agreement, as applicable whether with respect to the related Mortgage
      Loans or otherwise, shall pass to and be vested in the Master Servicer or,
      if
      Wells Fargo is the defaulting Servicer, the Trustee. Upon written request from
      the Master Servicer or the Trustee, as applicable, the defaulting Servicer
      shall
      prepare, execute and deliver, any and all documents and other instruments,
      place
      in the Trustee’s (or its Custodian’s) possession all Mortgage Files relating to
      the related Mortgage Loans, and do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the related
      Mortgage Loans and related documents, or otherwise, at such Servicer’s sole
      expense. The defaulting Servicer shall cooperate with the Master Servicer or
      the
      Trustee, as applicable in effecting the termination of such Servicer’s
      responsibilities and rights hereunder or under the Servicing Agreement, as
      applicable, including, without limitation, the transfer to such successor for
      administration by it of all cash amounts which shall at the time be credited
      by
      the defaulting Servicer to the related Custodial Account or Escrow Account
      or
      thereafter received with respect to the related Mortgage Loans or any related
      REO Property (provided, however, that the defaulting Servicer shall continue
      to
      be entitled to receive all amounts accrued or owing to it under this Agreement
      or the Servicing Agreement, as applicable, on or prior to the date of such
      termination, whether in respect of Advances, Servicing Advances, accrued and
      unpaid Servicing Fees or otherwise, and shall continue to be entitled to the
      benefits of Section 7.04 of this Agreement or the benefits under the
      Servicing Agreement, as applicable, notwithstanding any such termination, with
      respect to events occurring prior to such termination). Neither Master Servicer
      nor the Trustee shall have knowledge of a Servicer Default unless a Responsible
      Officer of the Master Servicer or the Trustee, as applicable, has actual
      knowledge or unless written notice of any Servicer Default is received by the
      Master Servicer or the Trustee, as applicable, at its address for notice and
      such notice references the Certificates, the Trust Fund or this
      Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (iii)  the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations; or

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.16.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust Fund or this Agreement. The
      Trustee shall promptly notify the Rating Agencies of the occurrence of a Master
      Servicer Default of which it has knowledge as provided above.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Default and (ii) all costs
      and
      expenses associated with the complete transfer of the master servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Master Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account. Neither the Trustee nor any other successor master servicer shall
      be
      deemed to be in default hereunder by reason of any failure to make, or any
      delay
      in making, any distribution hereunder or any portion thereof or any failure
      to
      perform, or any delay in performing, any duties or responsibilities hereunder,
      in either case caused by the failure of the Master Servicer to deliver or
      provide, or any delay in delivering or providing, any cash, information,
      documents or records to it. Furthermore, neither the Trustee nor any other
      successor master servicer shall be liable for any acts or omissions of the
      terminated Master Servicer.

     

    Section
      8.02  Master
      Servicer or Trustee to Act; Appointment of Successor.

     

    On
      and
      after the time a Servicer receives a notice of termination pursuant to
      Section 8.01 of this Agreement or pursuant to the Servicing Agreement, the
      Master Servicer or, if Wells Fargo is the defaulting Servicer, the Trustee,
      shall become the successor to such Servicer with respect to the transactions
      set
      forth or provided for herein and after a transition period (not to exceed 90
      days), shall be subject to all the responsibilities, duties and liabilities
      relating thereto placed on the terminated Servicer by the terms and provisions
      hereof or the Servicing Agreement, as applicable, and applicable law including
      the obligation to make Advances pursuant to Article V hereof or the Servicing
      Agreement, as applicable, except as otherwise provided herein or therein;
      provided, however, that the Master Servicer’s or the Trustee’s obligation to
      make Advances in its capacity as Successor Servicer shall not be subject to
      such
      90-day transition period and the Master Servicer or the Trustee, as applicable,
      will make any Advance required to be made by the terminated Servicer on the
      Distribution Date on which the terminated Servicer was required to make such
      Advance. Effective on the date of such notice of termination, as compensation
      therefor, the Master Servicer or the Trustee, as applicable, shall be entitled
      to all fees, costs and expenses relating to the related Mortgage Loans that
      the
      terminated Servicer would have been entitled to if it had continued to act
      hereunder or under the Servicing Agreement, as applicable, provided, however,
      that neither the Master Servicer nor the Trustee shall be (i) liable for any
      acts or omissions of the terminated Servicer, (ii) obligated to make Advances
      if
      it is prohibited from doing so under applicable law or determines that such
      Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible
      for expenses of the terminated Servicer pursuant to Section 2.03 of this
      Agreement or pursuant to the Servicing Agreement or (iv) obligated to deposit
      losses on any Permitted Investment directed by the terminated Servicer.
      Notwithstanding the foregoing, the Master Servicer or the Trustee, as
      applicable, may, if it shall be unwilling to so act, or shall, if it is
      prohibited by applicable law from making Advances pursuant to Article VI of
      this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      terminated Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the terminated Servicer hereunder
      or
      under the Servicing Agreement. Any Successor Servicer shall (i) be an
      institution that is a Fannie Mae and Freddie Mac approved seller/servicer in
      good standing, that has a net worth of at least $15,000,000 and (ii) be willing
      to act as successor servicer of the related Mortgage Loans under this Agreement
      or under the Servicing Agreement, and shall have executed and delivered to
      the
      Depositor and the Trustee an agreement accepting such delegation and assignment,
      that contains an assumption by such Person of the rights, powers, duties,
      responsibilities, obligations and liabilities of the terminated Servicer (other
      than any liabilities of the terminated Servicer hereof incurred prior to
      termination of such Servicer under Section 8.01 of this Agreement or under
      the Servicing Agreement, as applicable), with like effect as if originally
      named
      as a party to this Agreement or under the Servicing Agreement, provided that
      each Rating Agency shall have acknowledged in writing that its rating of the
      Certificates in effect immediately prior to such assignment and delegation
      will
      not be qualified or reduced as a result of such assignment and delegation.
      If
      the Master Servicer assumes the duties and responsibilities of the terminated
      Servicer in accordance with this Section 8.02, the Master Servicer or the
      Trustee, as applicable, shall not resign as servicer until a Successor Servicer
      has been appointed and has accepted such appointment. Pending appointment of
      a
      successor to the terminated Servicer hereunder or under this Servicing
      Agreement, the Master Servicer or the Trustee, as applicable, unless such party
      is prohibited by law from so acting, shall act in such capacity as hereinabove
      provided. In connection with such appointment and assumption, the Master
      Servicer or the Trustee, as applicable, may make such arrangements for the
      compensation of such successor out of payments on the Mortgage Loans or
      otherwise as it and such successor shall agree; provided that no such
      compensation shall be in excess of that permitted the terminated Servicer
      hereunder or under this Servicing Agreement. The Master Servicer or the Trustee,
      as applicable and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. Neither
      the
      Master Servicer nor any other Successor Servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the terminated Servicer to deliver or provide, or
      any
      delay in delivering or providing, any cash, information, documents or records
      to
      it.

     

    The
      costs
      and expenses of the Master Servicer or the Trustee, as applicable, in connection
      with the termination of the terminated Servicer, appointment of a Successor
      Servicer and, if applicable, any transfer of servicing, including, without
      limitation, all costs and expenses associated with the complete transfer of
      all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer or the Trustee, as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer, the Trustee or the Successor Servicer to service
      the
      related Mortgage Loans properly and effectively, to the extent not paid by
      the
      terminated Servicer as may be required herein shall be payable to the Master
      Servicer or the Trustee, as applicable, from the Distribution Account pursuant
      to Section 3.32. Any successor to the terminated Servicer as successor
      servicer under this Agreement shall give notice to the applicable Mortgagors
      of
      such change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the terminated Servicer
      is required to maintain pursuant to Section 3.05 of this Agreement or
      pursuant to the Servicing Agreement. Notwithstanding anything herein to the
      contrary, in no event shall the Trustee be liable for any Master Servicing
      Fee
      or Servicing Fee or for any differential in the amount of the Master Servicing
      Fee or Servicing Fee paid hereunder or under any Servicing Agreement, as
      applicable, and the amount necessary to induce any successor master servicer
      or
      successor servicer to act as successor master servicer or successor servicer
      under this Agreement or any Servicing Agreement, as applicable, and the
      transactions set forth or provided for herein.

     

    Section
      8.03  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of or appointment of a successor to a Servicer or the Master
      Servicer, the Trustee shall give prompt written notice thereof to
      Certificateholders and to each Rating Agency.

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders notice
      of
      each such Servicer Default or Master Servicer Default hereunder known to the
      Trustee, unless such default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3% of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by a Servicer or the Master
      Servicer in the performance of its obligations hereunder or under the Servicing
      Agreement and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Servicer Default or Master Servicer
      Default arising therefrom shall be deemed to have been remedied for every
      purpose of this Agreement. No such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon except to the extent
      expressly so waived in writing.

     

     

     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Servicer Default with respect to Wells
      Fargo or a Master Servicer Default, and after the curing or waiver of all
      Servicer Defaults with respect to Wells Fargo and all Master Servicer Defaults,
      which may have occurred, and the Securities Administrator each undertake to
      perform such duties and only such duties as are specifically set forth in this
      Agreement as duties of the Trustee and the Securities Administrator,
      respectively. If a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default has occurred and has not been cured or waived, the Trustee
      shall exercise such of the rights and powers vested in it by this Agreement,
      and
      use the same degree of care and skill in their exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of such Person’s
      own affairs. Any permissive right of the Trustee enumerated in this Agreement
      shall not be construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    (c)  The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    (d)  
      No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default and after the curing or waiver of all such Servicer Defaults
      with respect to Wells Fargo and all Master Servicer Defaults which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, the duties and obligations of the Trustee and the
      Securities Administrator shall be determined solely by the express provisions
      of
      this Agreement, neither the Trustee nor the Securities Administrator shall
      be
      liable except for the performance of its duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or obligations
      shall be read into this Agreement against the Trustee or the Securities
      Administrator and, in the absence of bad faith on the part of the Trustee or
      the
      Securities Administrator, respectively, the Trustee or the Securities
      Administrator, respectively, may conclusively rely and shall be fully protected
      in acting or refraining from acting, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee or the Securities Administrator, respectively, that
      conform to the requirements of this Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default, Servicer Default with respect to Wells Fargo or Master
      Servicer Default unless a Responsible Officer of the Trustee shall have actual
      knowledge thereof. In the absence of such notice, the Trustee may conclusively
      assume there is no such default, Servicer Default with respect to Wells Fargo
      or
      Master Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee (regardless of the capacity in which it is acting) nor the
      Securities Administrator shall be required to expend or risk its own funds
      or
      otherwise incur liability, financial or otherwise, in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there is reasonable ground for believing that the repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee or the Securities Administrator to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicers, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel and any advice
      of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection with respect to any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel:

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a
      Servicer Default with respect to Wells Fargo or a Master Servicer Default of
      which a Responsible Officer of the Trustee has actual knowledge (which has
      not
      been cured or waived), to exercise such of the rights and powers vested in
      it by
      this Agreement, and to use the same degree of care and skill in their exercise,
      as a prudent person would exercise or use under the circumstances in the conduct
      of his own affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Default with respect to Wells Fargo or a Master
      Servicer Default hereunder and after the curing or waiver of all Servicer
      Defaults with respect to Wells Fargo or all Master Servicer Defaults which
      may
      have occurred with respect to the Trustee and at all times with respect to
      the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by Holders of Certificates evidencing not less
      than twenty-five percent (25%) of the aggregate Voting Rights of the
      Certificates and provided that the payment within a reasonable time to the
      Trustee or the Securities Administrator of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee or the Securities Administrator, as applicable, not
      reasonably assured to the Trustee or the Securities Administrator, as
      applicable, by the security afforded to it by the terms of this Agreement,
      the
      Trustee or the Securities Administrator, as applicable, may require reasonable
      indemnity against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such examination shall be paid by the
      Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property; and

     

    (xi)  The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to execute and deliver
      the Group I Swap Agreement and the Group II Swap Agreement on behalf of Party
      B
      (as defined therein) and to exercise the rights, perform the obligations, and
      make the representations of Party B thereunder, solely in its capacity as
      Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
      and not in its individual capacity. 

     

    The
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that:

     

    (a)
      the
      Supplemental Interest Trust Trustee shall execute and deliver the Group I Swap
      Agreement and the Group II Swap Agreement on behalf of Party B (as defined
      therein), 

     

    (b)
      the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

     

    (c)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Group I Swap Agreement
      and the Group II Swap Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee of the Group I Swap Agreement
      and the Group II Swap Agreement, and the performance of its duties and
      satisfaction of its obligations thereunder. 

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Group I Swap Agreement and the Group II Swap
      Agreement.

     

    (xii)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or of the Swap Providers, it being understood that
      this
      Agreement shall not be construed to render them partners, joint venturers or
      agents of one another.

     

    (xiii)  The
      Trustee is hereby directed to execute and deliver the Cap Contracts on behalf
      of
      Party B (as defined therein) and to exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Trustee on behalf of Party B (as defined therein) and not in its
      individual capacity. 

     

    The
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that:

     

    (a)
       the
      Trustee shall execute and deliver the Cap Contracts on behalf of Party B (as
      defined therein), 

     

    (b)
       the
      Trustee shall exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Trustee on
      behalf of Party B (as defined therein) and not in its individual capacity,
      and

     

    (c)
       the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Cap
      Contracts.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s execution
      (as Supplemental Interest Trust Trustee) of the Cap Contracts, and the
      performance of its duties and satisfaction of its obligations
      thereunder.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Cap Contracts.

     

    Section
      9.03  Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency (other than as specifically
      set
      forth in Section 9.12) of the Cap Contracts, the Swap Agreements, the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan except as expressly provided in Section 2.02. The Securities
      Administrator’s signature and authentication (or authentication of its agent) on
      the Certificates shall be solely in its capacity as Securities Administrator
      and
      shall not constitute the Certificates an obligation of the Securities
      Administrator in any other capacity. The Trustee and the Securities
      Administrator shall not be accountable for the use or application by the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor with respect
      to
      the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    Section
      9.05  Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder shall be paid in
      accordance with a side letter agreement with the Master Servicer and at the
      sole
      expense of the Master Servicer. In addition, the Trustee, the Securities
      Administrator, the Custodian and any director, officer, employee or agent of
      the
      Trustee, the Securities Administrator and the Custodian shall be indemnified
      by
      the Trust Fund and held harmless against any loss, liability or expense
      (including reasonable attorney’s fees and expenses) incurred by the Trustee, the
      Custodian or the Securities Administrator including any pending or threatened
      claim or legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement,
      including the Cap Contracts, the Swap Agreements and any and all other
      agreements related hereto, other than any loss, liability or expense (i) for
      which the Trustee is indemnified by the Master Servicer or the related Servicer,
      (ii) that constitutes a specific liability of the Trustee or the Securities
      Administrator pursuant to this Agreement or (iii) any loss, liability or expense
      incurred by reason of willful misfeasance, bad faith or negligence in the
      performance of duties hereunder by the Trustee or the Securities Administrator
      or by reason of reckless disregard of obligations and duties hereunder. In
      no
      event shall the Trustee or the Securities Administrator be liable for special,
      indirect or consequential loss or damage of any kind whatsoever (including
      but
      not limited to lost profits), even if it has been advised of the likelihood
      of
      such loss or damage and regardless of the form of action. The Master Servicer
      agrees to indemnify the Trustee, from, and hold the Trustee harmless against,
      any loss, liability or expense (including reasonable attorney’s fees and
      expenses) incurred by the Trustee by reason of the Master Servicer’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      under this Agreement or by reason of the Master Servicer’s reckless disregard of
      its obligations and duties under this Agreement. The indemnities in this
      Section 9.05 shall survive the termination or discharge of this Agreement
      and the resignation or removal of the Master Servicer, the Trustee, the
      Securities Administrator or the Custodian. Any payment hereunder made by the
      Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
      without reimbursement from any REMIC therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A-1" by S&P (or such rating
      acceptable to Fitch pursuant to a rating confirmation). Wells Fargo Bank, N.A.
      shall act as Securities Administrator for so long as it is Master Servicer
      under
      this Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor Securities Administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      Securities Administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      Securities Administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor Securities
      Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      Securities Administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor Securities
      Administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least fifty-one percent (51%) of the
      Voting Rights may at any time remove the Trustee or the Securities Administrator
      and appoint a successor trustee or successor Securities Administrator by written
      instrument or instruments, in triplicate, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which instruments shall
      be delivered to the Depositor, one complete set to the Trustee or the Securities
      Administrator so removed and one complete set to the successor so appointed.
      A
      copy of such instrument shall be delivered to the Certificateholders, the
      Trustee (in the case of the removal of the Securities Administrator), the
      Securities Administrator (in the case of the removal of the Trustee) and the
      Master Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor Securities Administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      Securities Administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator. 

     

    Any
      successor trustee or successor Securities Administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor Securities Administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor Securities Administrator
      shall
      become effective and such successor trustee or successor Securities
      Administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or Securities
      Administrator herein. The predecessor trustee or predecessor Securities
      Administrator shall deliver to the successor trustee or successor Securities
      Administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor Securities
      Administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor Securities Administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor Securities Administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor Securities Administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor Securities
      Administrator as provided in this Section 9.08, the successor trustee or
      successor Securities Administrator shall mail notice of the succession of such
      trustee or Securities Administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor Securities Administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator or shall be the
      successor of the Trustee or Securities Administrator hereunder, provided that
      such corporation shall be eligible under the provisions of Section 9.06
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of REMIC IA, REMIC IIA
      or any property securing the same may at the time be located, the Trustee shall
      have the power and shall execute and deliver all instruments to appoint one
      or
      more Persons approved by the Trustee to act as co-trustee or co-trustees,
      jointly with the Trustee, or separate trustee or separate trustees, of all
      or
      any part of REMIC IA or REMIC IIA, and to vest in such Person or Persons,
      in such capacity, and for the benefit of the Holders of the Certificates, such
      title to REMIC IA or REMIC IIA, or any part thereof, and, subject to the
      other provisions of this Section 9.10, such powers, duties, obligations,
      rights and trusts as the Trustee may consider necessary or desirable. No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor trustee under Section 9.06 hereunder and no
      notice to Holders of Certificates of the appointment of co-trustee(s) or
      separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to
      REMIC IA or REMIC IIA or any portion thereof in any such jurisdiction)
      shall be exercised and performed by such separate trustee or co-trustee at
      the
      direction of the Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, GMACM and the Depositor as applicable, as of the Closing Date,
      that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record Holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.12, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within ten (10) days after the Closing Date all information or
      data that the Securities Administrator requests in writing and determines to
      be
      relevant for tax purposes to the valuations and offering prices of the
      Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flows of the Certificates and the Mortgage Loans.
      Thereafter, the Depositor shall provide to the Securities Administrator promptly
      upon written request therefor, any such additional information or data that
      the
      Securities Administrator may, from time to time, request in order to enable
      the
      Securities Administrator to perform its duties as set forth herein. The
      Depositor hereby indemnifies the Securities Administrator for any losses,
      liabilities, damages, claims or expenses of the Securities Administrator arising
      from any errors or miscalculations of the Securities Administrator that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Securities Administrator on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any REMIC after the startup day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any of REMIC, and is not paid as otherwise provided for herein, such tax shall
      be paid by (i) the Securities Administrator, if any such other tax arises out
      of
      or results from a breach by the Securities Administrator of any of its
      obligations under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      (a)
      with respect to REMIC IA will be paid first with amounts otherwise to be
      distributed to the Class I-R Certificateholders, and second with amounts
      otherwise to be distributed to all other Group I Certificateholders in the
      following order of priority: first, to the Class I-X Certificates, second to
      the
      Class I-M-3 Certificates, third, to the Class I-M-2 Certificates, fourth, to
      the
      Class I-M-1 Certificates, and fifth, to the Group I Senior Certificates (pro
      rata based on the amounts to be distributed); (b) with respect to REMIC IIA
      will
      be paid first with amounts otherwise to be distributed to the Class II-R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Group II Certificateholders in the following order of priority: first,
      to
      the
      Class II-X Certificates, second,
      to the Class II-M-8 Certificates, third, to the Class II-M-7, fourth, to the
      II-M-6 Certificates, fifth, to the Class II-M-5 Certificates, second, to the
      Class II-M-4 Certificates, third, to the Class II-M-3 Certificates, fourth,
      to
      the Class II-M-2 Certificates, fifth, to the Class II-M-1 Certificates and
      sixth, to the Group II Senior Certificates (pro rata based on the amounts to
      be
      distributed). Notwithstanding anything to the contrary contained herein, to
      the
      extent that such tax is payable by the Holder of any Certificates, the
      Securities Administrator is hereby authorized to retain on any Distribution
      Date, from the Holders of the related Residual Certificates (and, if necessary,
      second, from the Holders of the other related Certificates in the priority
      specified in the preceding sentence), funds otherwise distributable to such
      Holders in an amount sufficient to pay such tax. The Securities Administrator
      shall include in its monthly report to Certificateholders distributions to
      such
      parties taking into account the priorities described in the second preceding
      sentence. The Securities Administrator agrees to promptly notify in writing
      the
      party liable for any such tax of the amount thereof and the due date for the
      payment thereof. Notwithstanding the foregoing, however, in no event shall
      the
      Securities Administrator have any liability (1) for any action or omission
      that
      is taken in accordance with and in compliance with the express terms of, or
      which is expressly permitted by the terms of this Agreement, (2) for any losses
      other than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

     

     

    ARTICLE
      X


    TERMINATION

     

    Section
      10.01  Termination
      Upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the
      REMIC IA Regular Interests, the REMIC IB Regular Interests, the Class
      I-X Interest, the Class I-P Interest, the Class I-IO Interest, the REMIC IIA
      Regular Interests, the REMIC IIB Regular Interests, the Class II-X Interest,
      the
      Class II-P Interest, the Class II-IO Interest or the Group I Certificates or
      the
      Group II Certificates as hereinafter set forth) upon the earlier of (a) (i)
      the
      Master Servicer’s exercise of its optional right to purchase the Group I
      Mortgage Loans and related REO Properties (the “Group I Clean-up Call”) and (ii)
      the Master Servicer’s exercise of its optional right to purchase the Group II
      Mortgage Loans and related REO Properties (the “Group II Cleanup Call”) and (b)
      the later of (i)(x) the maturity or other liquidation (or any Advance with
      respect thereto) of the last Group I Mortgage Loan remaining in the Trust Fund
      and the disposition of all related REO Property and (Y) the maturity or other
      liquidation (or any Advance with respect thereto) of the last Group II Mortgage
      Loan remaining in the Trust Fund and the disposition of all related REO Property
      and (ii)(x) the distribution to the Group I Certificateholders of all amounts
      required to be distributed to them pursuant to this Agreement and (Y) the
      distribution to the Group II Certificateholders of all amounts required to
      be
      distributed to them pursuant to this Agreement, in each case as applicable.
      In
      no event shall the trusts created hereby continue beyond the earlier of (i)
      the
      expiration of twenty-one (21) years from the death of the last survivor of
      the
      descendants of Joseph P. Kennedy, the late Ambassador of the United States
      to
      the Court of St. James, living on the date hereof and (ii) the Latest Possible
      Maturity Date.

     

    The
      Group
      I Cleanup Call and Group II Cleanup Call shall, in each case, be exercisable
      at
      a price (the “Termination Price”) equal to the sum of (i) 100% of the Stated
      Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans,
      as
      applicable, (ii) accrued interest thereon at the applicable Mortgage Rate to,
      but not including, the first day of the month of such purchase, (iii) the
      appraised value of any related REO Property (up to the Stated Principal Balance
      of the related Mortgage Loan), such appraisal to be conducted by an appraiser
      selected in good faith by the Master Servicer, (iv) unreimbursed out-of-pocket
      costs of the Securities Administrator, the Master Servicer, the Servicers or
      the
      Trustee, including unreimbursed servicing advances and the principal portion
      of
      any unreimbursed Advances, made on the related Mortgage Loans prior to the
      exercise of such repurchase right; (v) any Swap Termination Payment payable
      to
      the related Swap Provider which remains unpaid or which is due to the related
      Cleanup Call and (vi) any other amounts due and owing to the Trustee, the
      Securities Administrator, the Master Servicer and the Custodian payable pursuant
      to this Agreement or the Custodial Agreement.

     

    The
      right
      to exercise the Group I Cleanup Call and the Group II Cleanup Call pursuant
      to
      the preceding paragraph shall be exercisable if the Stated Principal Balance
      of
      all of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable,
      at
      the time of any such repurchase, is less than or equal to ten percent (10%)
      of
      the aggregate Cut-off Date Principal Balance of the related Mortgage
      Loans.

     

    Notwithstanding
      the foregoing, the Master Servicer shall not be entitled to exercise the Cleanup
      Call with respect to the related Loan Group to the extent that the Depositor
      creates a net interest margin transaction which includes the Class I-X
      Certificates or Class I-P Certificates or Class II-X Certificates or Class
      II-P
      Certificates, as applicable, and the notes issued pursuant to such net interest
      margin transaction are outstanding on the date on which the Master Servicer
      intends to exercise the related Cleanup Call.

     

    In
      connection with any Cleanup Call, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to
      Section 10.02, the Securities Administrator shall, no later than 4:00 pm
      New York City time on such day, request in writing (in accordance with the
      applicable provision of the related Swap Agreement) and by phone from the
      related Swap Provider the amount of the Estimated Swap Termination Payment.
      The
      related Swap Provider shall, no later than 2:00 pm on the following Business
      Day, notify in writing (which may be done in electronic format) the Securities
      Administrator of the amount of the Estimated Swap Termination Payment; the
      Securities Administrator shall promptly on the same day notify the Master
      Servicer of the amount of the Estimated Swap Termination Payment. 

     

    Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.02, (i) the Master Servicer shall, no later
      than 1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Termination Price (other than
      the
      Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii)
      if the Securities Administrator shall have determined that the aggregate Stated
      Principal Balance of all of the Mortgage Loans in the related Loan Group as
      of
      the related Determination Date is not more than 10% of the aggregate Principal
      Balance of the related Mortgage Loans as of the Cut-off Date and that all other
      requirements of the optional termination have been met, including without
      limitation, the deposit required pursuant to the immediately preceding clause
      (i) as well as the requirements specified in Section 10.03, then the
      Securities Administrator shall, on the same Business Day, provide written notice
      to the Depositor, the Master Servicer, the Servicer, the Supplemental Interest
      Trust Trustee, the Trustee and the related Swap Provider confirming (in
      accordance with the applicable provisions of the Swap Agreement) (a) its receipt
      of the Termination Price (other than the Swap Termination Payment) and the
      Estimated Swap Termination Payment and (b) that all other requirements of the
      optional termination have been met. Upon the Securities Administrator’s
      providing the notice described in the preceding sentence, the optional
      termination shall become irrevocable, the notice to Certificateholders of such
      optional termination provided pursuant to Section 10.02 shall become
      unrescindable, the related Swap Provider shall determine the Swap Termination
      Payment in accordance with the related Swap Agreement, and the related Swap
      Provider shall provide to the Securities Administrator written notice of the
      amount of the Swap Termination Payment not later than one Business Day prior
      to
      the final Distribution Date specified in the notice required pursuant to
      Section 10.02.

     

    In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from the Distribution Account on
      the
      related final Distribution Date and distributed as follows: (i) to the
      Supplemental Interest Trust for payment to the related Swap Provider in
      accordance with Sections 5.04 and 5.05, an amount equal to the Swap Termination
      Payment calculated pursuant to the related Swap Agreement, provided that in
      no
      event shall the amount distributed to the related Swap Provider in respect
      of
      the Swap Termination Payment exceed the Estimated Swap Termination Payment,
      and
      (ii) to the Master Servicer an amount equal to the excess, if any, of the
      Estimated Swap Termination Payment over the Swap Termination Payment. The Swap
      Termination Payment shall not be part of any REMIC and shall not be paid into
      any account which is part of any REMIC. 

     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans in Loan Group I and Loan Group II, and no other
      funds
      or assets in the Trust Fund with respect to Loan Group I and Loan Group II
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      exercise the Group I Cleanup Call or Group II Cleanup Call pursuant to
      Section 10.01, at least twenty (20) days prior to the date notice is to be
      mailed to the related Certificateholders, the Master Servicer shall notify
      the
      Securities Administrator and the Trustee of the date the Master Servicer intends
      to exercise such Cleanup Call. The Master Servicer shall remit the Termination
      Price to the Securities Administrator on behalf of the related REMIC on the
      Business Day prior to the Distribution Date for such Optional Termination by
      the
      Master Servicer.

     

    Notice
      of
      the exercise of the Group I Cleanup Call or Group II Cleanup Call specifying
      the
      Distribution Date on which the related Certificateholders may surrender their
      Certificates for payment of the final distribution and cancellation, shall
      be
      given promptly by the Securities Administrator by letter to the related
      Certificateholders mailed no later than the fifteenth (15th) day of the month
      of
      such final distribution. Any such notice shall specify (a) the Distribution
      Date
      upon which final distribution on such Certificates will be made upon
      presentation and surrender of such Certificates at the office therein
      designated, (b) the amount of such final distribution, (c) the location of
      the
      office or agency at which such presentation and surrender must be made and
      (d)
      that the Record Date otherwise applicable to such Distribution Date is not
      applicable, distributions being made only upon presentation and surrender of
      such Certificates at the office therein specified. The Securities Administrator
      will give such notice to each Rating Agency at the time such notice is given
      to
      the related Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date in an amount equal to the final distribution in respect of the Certificates
      related to the Loan Group or Loan Groups for which the Cleanup Call is being
      exercised. Upon certification to the Trustee by the Securities Administrator
      of
      the making of such final deposit, the Trustee shall promptly release or cause
      to
      be released to the Master Servicer the Mortgage Files for the remaining Mortgage
      Loans in the related Loan Group or Loan Groups for which the Cleanup Call is
      being exercised, and the Trustee shall execute all assignments, endorsements
      and
      other instruments delivered to it and necessary to effectuate such
      transfer.

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each such
      Class the amounts allocable to such Certificates held in the related sub-account
      of the Distribution Account in the order and priority set forth in
      Section 5.04 hereof on the final Distribution Date and in proportion to
      their respective Percentage Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      related to the Loan Group or Loan Groups for which the Cleanup Call was
      exercised that remain subject hereto and the Securities Administrator shall
      release such funds upon written direction.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Group I Cleanup Call
      and
      the Group II Cleanup Call pursuant to the terms of this Agreement, or (ii)
      the
      final payment on or other liquidation of the last Group I Mortgage Loan or
      related REO Property in REMIC IA and the final payment on or other
      liquidation of the last Group II Mortgage Loan or related REO Property in REMIC
      IIA pursuant to Section 10.01, the following additional requirements,
      unless the Trustee has been supplied with an Opinion of Counsel, at the expense
      of the Master Servicer (in the case of the exercise of the Group I Cleanup
      Call
      or the Group II Cleanup Call) or the Depositor, to the effect that the failure
      of the Trust Fund to comply with the requirements of this Section 10.03
      will not (i) result in the imposition of taxes on “prohibited transactions” of a
      REMIC, or (ii) cause any REMIC to fail to qualify as a REMIC at any time that
      the related Certificates are outstanding:

     

    
      	(1)  	
              The
                Master Servicer (in the case of the exercise of the Group I Cleanup
                Call
                or the Group II Cleanup Call) or the Depositor (in all other cases)
                shall
                establish a ninety-day liquidation period and notify the Securities
                Administrator thereof, and the Securities Administrator shall in
                turn
                specify the first day of such period in a statement attached to the
                tax
                return for each of REMIC IA and REMIC IB, REMIC IC, REMIC ID,
                REMIC IE, REMIC IF, REMIC IIA, REMIC IIB, REMIC IIC, REMIC IID, REMIC
                IIE
                or REMIC IIF, as applicable, pursuant to Treasury Regulation
                Section 1.860F-1. The Master Servicer or the Depositor, as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as
                applicable;

            


    

     

    
      	(2)  	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the Master Servicer (in the
                case of
                the exercise of the Group I Cleanup Call or the Group II Cleanup
                Call) or
                the Depositor (in all other cases) shall sell all of the assets of
                REMIC IA or REMIC IIA, as applicable, for cash;
                and

            


    

     

    
      	(3)  	
              At
                the time of the making of the final payment on the Group I Certificates
                or
                Group II Certificates, the Trustee shall distribute or credit, or
                cause to
                be distributed or credited, to the Holders of the related Residual
                Certificates all cash on hand in the Trust Fund (other than cash
                retained
                to meet claims), and the Trust Fund shall terminate at that
                time.

            


    

     

    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Group I Cleanup Call or the Group
      II Cleanup Call) or the Depositor (in all other cases) to specify the ninety-day
      liquidation period for REMIC IA and REMIC IB, REMIC IC, REMIC ID,
      REMIC IE, REMIC IF, REMIC IIA, REMIC IIB, REMIC IIC, REMIC IID, REMIC IIE and
      REMIC IIF, as applicable, which authorization shall be binding upon all
      successor Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer or the Depositor, as applicable, and the receipt of the Opinion of
      Counsel referred to in Section 10.03(1) and to take such other action in
      connection therewith as may be reasonably requested by the Master Servicer
      or
      the Depositor, as applicable.

     

    



    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account maintained by the Securities Administrator or the Custodial Accounts
      maintained by the Servicers is maintained or to make such other provisions
      with
      respect to matters or questions arising under this Agreement as shall not be
      inconsistent with any other provisions herein if such action shall not, as
      evidenced by an Opinion of Counsel, adversely affect in any material respect
      the
      interests of any Certificateholder (or the Swap Provider unless the Swap
      Provider shall have consented to the amendment, which consent shall not be
      unreasonably withheld); provided that any such amendment shall be deemed not
      to
      adversely affect in any material respect the interests of the Certificateholders
      and no such Opinion of Counsel shall be required if the Person requesting such
      amendment obtains a letter from each Rating Agency stating that such amendment
      would not result in the downgrading or withdrawal of the respective ratings
      then
      assigned to the Certificates; provided further that any such amendment shall
      be
      deemed not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel nor any letter from the Rating
      Agencies stating that such amendment would not result in the downgrading or
      withdrawal of the respective ratings then assigned to the Certificates shall
      be
      required if such amendment is to effect a transfer of servicing pursuant to
      Section 7.06(a) to a Successor Servicer satisfying the Minimum Servicing
      Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders or the Swap
      Provider, the parties hereto may at any time and from time to time amend this
      Agreement to modify, eliminate or add to any of its provisions to such extent
      as
      shall be necessary or appropriate to maintain the qualification of each REMIC
      as
      a REMIC under the Code or to avoid or minimize the risk of the imposition of
      any
      tax on any REMIC pursuant to the Code that would be a claim against any REMIC
      at
      any time prior to the final redemption of the Certificates, provided that the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that such action is
      necessary or appropriate to maintain such qualification or to avoid or minimize
      the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates (or, if such amendment modifies the rights of the Swap Provider
      hereunder, with the consent of the Swap Provider, which consent shall not be
      unreasonably withheld); provided that no such amendment shall (i) reduce in
      any
      manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of such
      Certificate, (ii) cause any REMIC to cease to qualify as a REMIC or (iii) reduce
      the aforesaid percentages of Certificates of each Class the Holders of which
      are
      required to consent to any such amendment without the consent of the Holders
      of
      all Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section to approve the particular form of any proposed amendment, but it
      shall be sufficient if such consent shall approve the substance thereof. The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to
      this Agreement shall enter into any amendment to this Agreement that could
      reasonably be expected to have a material adverse effect on the interests of
      the
      Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
      to
      this Agreement that is entered into solely for the purpose of appointing a
      successor servicer, master servicer, securities administrator, trustee or other
      service provider) without the prior written consent of the Swap Provider, which
      consent shall not be unreasonably withheld, conditioned or delayed.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment that affects
      its rights, duties or immunities under this Agreement or otherwise.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03  Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders, of a
      security interest in all of the assets that constitute the Trust Fund, whether
      now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices.

     

    The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency with respect to each of the following of which it has
      actual knowledge:

     

    
      	(1)  	
              Any
                material change or amendment to this
                Agreement;

            


    

     

    
      	(2)  	
              The
                occurrence of any Servicer Default or Master Servicer Default that
                has not
                been cured;

            


    

     

    
      	(3)  	
              The
                resignation or termination of a Servicer, the Master Servicer or
                the
                Trustee and the appointment of any successor;
                and

            


    

     

    
      	(4)  	
              The
                final payment to
                Certificateholders.

            


    

     

    In
      addition, the Securities Administrator shall, upon request, promptly furnish
      to
      each Rating Agency copies of the following:

     

    
      	(1)  	
              Each
                annual statement of compliance described in Section 3.13 of this
                Agreement; and

            


    

     

    
      	(2)  	
              Each
                Assessment of Compliance and Attestation Report described in
                Section 3.14.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Alternative Loan Trust,
      Series 2007-1; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Alternative Loan Trust, Series 2007-1 or such
      other address as may be hereafter furnished to the other parties hereto by
      the
      Sponsor in writing; (iii) in the case of the GMACM, GMAC Mortgage, LLC, 500
      Enterprise Road Horsham, Pennsylvania 19044, Attention: Ken Perkins; (iv) in
      the
      case of the Trustee, at each Corporate Trust Office or such other address as
      the
      Trustee may hereafter furnish to the other parties hereto; (v) in the case
      of
      the Custodian, Wells Fargo Bank, N.A., 24 Executive Park, Suite 100, Irvine,
      California 92614, (vi) in the case of the Securities Administrator, its
      Corporate Trust Office; (vii) in the case of the Master Servicer, P.O. Box
      98,
      Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention Client Manager - NHEL 2007-1); (viii) in
      the
      case of Wells Fargo Bank, N.A. the Servicer, 1 Home Campus, Des Moines, IA
      50328-0001, Attention: John B. Brown, MAC
      X2302-033, Fax: (515) 324-3118, with a copy to:
      1 Home
      Campus, Des Moines, IA 50328-0001, Attention: General Counsel MAC
      X2401-06T and
      (ix)
      in the case of the Rating Agencies, (a) Standard & Poor’s, 55 Water Street,
      41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group and (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring. Any notice delivered to the Sponsor or the Trustee
      under
      this Agreement shall be effective only upon receipt. Any notice required or
      permitted to be mailed to a Certificateholder, unless otherwise provided herein,
      shall be given by first-class mail, postage prepaid, at the address of such
      Certificateholder as shown in the Certificate Register; any notice so mailed
      within the time prescribed in this Agreement shall be conclusively presumed
      to
      have been duly given, whether or not the Certificateholder receives such
      notice.

     

    Section
      11.06  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      11.07  Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust Fund,
      or
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything herein set forth
      or
      contained in the terms of the Certificates be construed so as to constitute
      the
      Certificateholders from time to time as partners or members of an association;
      nor shall any Certificateholder be under any liability to any third party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of a
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.10  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.16 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB promulgated by the SEC under
      the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor or the Depositor for
      delivery of additional or different information as the Sponsor or the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB and (d) no amendment of this Agreement shall be required to effect
      any such changes in the parties’ obligations as are necessary to accommodate
      evolving interpretations of the provisions of Regulation AB.

     

    Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.16
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) the Servicer does not believe that such additional
      information is required under Regulation AB and (ii) the Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by the Servicer in connection
      with
      the preparation and delivery of such additional information and the Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    Section
      11.11  Early
      Termination of the Cap Contracts.

     

    Upon
      a
      Cap Contract early termination other than in connection with the Optional
      Termination in respect of the Group I Mortgage Loans, the Depositor will use
      reasonable efforts to appoint a successor cap provider to enter into new Cap
      Contracts on terms substantially similar to the Cap Contracts, with a successor
      cap provider meeting all applicable eligibility requirements. The Securities
      Administrator will apply any Cap Contract termination payment received from
      the
      original Cap Provider in connection with such Cap Contract early termination
      to
      the upfront payment required to appoint the successor Cap Provider.


     

    If
      the
      Depositor is unable to appoint a successor cap provider within 30 days of the
      Cap Contract early termination, then the Securities Administrator shall deposit
      any Cap Contract termination payment received from the original Cap Provider
      into a separate, non-interest bearing reserve account and will, on each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the payment, if any, that would
      have
      been paid to the Securities Administrator by the original Cap Provider
      calculated in accordance with the terms of the original Cap Contracts, and
      distribute such amount in accordance with the last paragraph of
      Section 5.04(a).

     

    Section
      11.12  Early
      Termination of a Swap Agreement.

     

    Upon
      a
      Swap Agreement early termination other than in connection with the Optional
      Termination in respect of the related Mortgage Loans, the Depositor will use
      reasonable efforts to appoint a successor swap provider, meeting all applicable
      eligibility requirements, which shall enter into a new interest rate swap
      agreement on terms substantially similar to the Interest Rate Swap Agreement
      with the Supplemental Interest Trust Trustee. If the Securities Administrator
      receives a Swap Termination Payment from the Swap Provider in connection with
      such Swap Early Termination, the Securities Administrator will apply such Swap
      Termination Payment to any upfront payment required to appoint the successor
      swap provider. If the Securities Administrator is required to pay a Swap
      Termination Payment to the Swap Provider in connection with such Swap Early
      Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination Payment.
      

     

    If
      the
      Supplemental Interest Trust Trustee is unable to appoint a successor swap
      provider within 30 days of the Swap Early Termination, then the Securities
      Administrator will deposit any Swap Termination Payment received from the
      original Swap Provider into a separate, non-interest bearing reserve account
      and
      will, on each subsequent Distribution Date, withdraw from the amount then
      remaining on deposit in such reserve account an amount equal to the related
      Net
      Swap Payment, if any, that would have been paid to the Securities Administrator
      by the original Swap Provider calculated in accordance with the terms of the
      original Interest Rate Swap Agreement, and distribute such amount in accordance
      with Section 5.04(f) for Section 5.05(d), as applicable.

     

    Section
      11.13  Third
      Party Beneficiary

     

    Each
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to
      the
      extent
      of its express rights to receive any payments under this Agreement or any
      other express
      rights of
      each
      Swap Provider explicitly stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     

    



    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, GMACM, the Master Servicer, the
      Securities Administrator and the Trustee have caused their names to be signed
      hereto by their respective officers thereunto duly authorized as of the day
      and
      year first above written.

     

    


    
      	 	
              NOMURA
                HOME
                EQUITY LOAN, INC.,

            
	 	
              as
                Depositor

               

            
	 	
              By:
                /s/
                John P. Graham

            
	 	
              Name:
                John P. Graham

            
	 	
              Title:
                Managing Director

               

            
	 	
              NOMURA
                CREDIT & CAPITAL, INC.,

            
	 	
              as
                Sponsor

               

            
	 	
              By:
                /s/
                Jeane Leschak

            
	 	
              Name:
                Jeane Leschak

            
	 	
              Title:
                Director

               

            
	 	
              WELLS
                FARGO
                BANK, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Master Servicer and Securities Administrator

               

            
	 	
              By:
                /s/
                Carla S. Walker

            
	 	
              Name:
                Carla S. Walker

            
	 	
              Title:
                Vice President

               

            
	 	
              HSBC
                BANK
                USA, NATIONAL
                ASSOCIATION,

            
	 	
              as
                Trustee

               

            
	 	
              By:
                /s/
                Elena Zheng

            
	 	
              Name:
                Elena Zheng

            
	 	
              Title:
                Assistant Vice President

               

            
	 	
              GMAC
                MORTGAGE, LLC,

            
	 	
              as
                a Servicer

               

            
	 	
              By:
                /s/
                Wesley B. Howland

            
	 	
              Name:
                Wesley B. Howland

            
	 	
              Title:
                Vice President

               

            
	 	
              With
                respect to Sections 3.33, 3.34, 3.35 and 3.36

            
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

               

            
	 	
              By:
                /s/
                Carla S. Walker

            
	 	
              Name:
                Carla S. Walker

            
	 	
              Title:
                Vice President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ___ day of January 2007, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Home Equity Loan, Inc.,
      one of the corporations that executed the within instrument, and also known
      to
      me to be the person who executed it on behalf of such corporation and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ____ day of July 2006 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., that executed the within instrument, and also known to me to be the person
      who executed it on behalf of such corporation, and acknowledged to me that
      such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of GMAC Mortgage, LLC, that executed
      the within instrument, and also known to me to be the person who executed it
      on
      behalf of such corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such entity, and acknowledged to me that
      such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of January 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such entity, and acknowledged to me that
      such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              ____________________________

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      EXHIBIT
        A-1

      


      FORM
        OF CLASS
        I-A-[1][2][3][4] CERTIFICATE

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

      


      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
        THE
        CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
        BE
        DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
        MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
        ADMINISTRATOR NAMED HEREIN.

      


      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE FINAL MATURITY
        RESERVE TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE
        THE
        REPRESENTATIONS SET FORTH IN SECTION 6.02(b) OF THE
        AGREEMENT.

      


      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.


      
        	
                Certificate
                  No. __

              	
                Initial
                  Pass-Through Rate: [Floating] [___%]

              
	 	 
	
                Class
                  I-A-[1][2][3][4] Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class I-A-[1][2][3][4]
                  Certificates as of the Cut-off Date:

                $ 

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: February 25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:
                  

                $

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator:

                Wells
                  Fargo Bank, N.A.

              
	
                Assumed
                  Final Distribution Date:

                February
                  25, 2037

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        I-A-[1][2][3][4] Certificates with respect to a Trust Fund consisting primarily
        of a pool of conventional one- to four-family fixed-rate and adjustable-rate
        mortgage loans sold by NOMURA HOME EQUITY LOAN, INC.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the Certificates.
        This
        Certificate is one of the Classes of Group I Certificates (as defined in
        the
        Agreement).

      


      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate and adjustable-rate mortgage
        loans secured by one- to four-family residences, units in planned unit
        developments, individual condominium units, cooperatives, condotels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”)
        to
        NHEL. The Trust Fund was created pursuant to the Pooling and Servicing Agreement
        dated as of the Cut-off Date specified above (the “Agreement”), among NHEL, as
        depositor (the “Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer,
        HSBC Bank USA, National Association, as trustee (the “Trustee”), and Wells Fargo
        Bank, N.A., as master servicer (the “Master Servicer”) and securities
        administrator (the “Securities Administrator”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, capitalized terms used herein shall have the meaning ascribed to
        them in
        the Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

      


      Interest
        on this Certificate will accrue during [FOR CLASS I-A-[1][2][3]][the calendar
        month immediately preceding the calendar month in which such Distribution
        Date
        occurs] [FOR CLASS I-A-4 CERTIFICATES][the period from and including the
        25th
        day of the calendar month preceding the calendar month in which such
        Distribution Date occurs (or with respect to the first Accrual Period, the
        Closing Date) to and including the 24th day of the calendar month in which
        such
        Distribution Date occurs] on the Certificate Principal Balance hereof at
        a per
        annum Pass-Through Rate equal to [FOR CLASS I-A-[1][2][3]] CERTIFICATES][the
        Initial Pass-Through Rate set forth on the face hereof for the First
        Distribution Date and, for each Distribution Date thereafter, the lesser
        of (i)
        [______]% per annum and (ii) the Net WAC Rate Cap for such Distribution Date]
        [FOR CLASS I-A-4 CERTIFICATES][the sum of One-Month LIBOR for such Distribution
        Date plus (A) on or prior to the first possible Optional Termination Date
        with
        respect to the Group I Mortgage Loans, [___]% or (B) after the first possible
        Optional Termination Date with respect to the Group I Mortgage Loans, [___]%].
        The Securities Administrator will distribute on the 25th day of each month,
        or,
        if such 25th day is not a Business Day, the immediately following Business
        Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        on
        the applicable Record Date, an amount equal to the product of the Percentage
        Interest evidenced by this Certificate and the amount (of interest and
        principal, if any) required to be distributed to the Holders of Certificates
        of
        the same Class as this Certificate. The Assumed Final Distribution Date is
        the
        Distribution Date in February 2037 which is not likely to be the date on
        which
        the Certificate Principal Balance of this Class of Certificates will be reduced
        to zero. 

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal
        hereon.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

      


      Prior
        to
        the termination of the Supplemental Interest Trust and the Final Maturity
        Reserve Trust, any transferee of this Certificate shall be deemed to make
        the
        representations set forth in Section 6.02(b) of the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Group I Mortgage Loans
        and
        other assets included in the Trust Fund and the Supplemental Interest Trust
        relating to the Group I Mortgage Loans, all as more specifically set forth
        in
        the Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement with respect to the Group I Certificates
        (other than the obligations to make payments to the holders of the Group
        I
        Certificates) shall terminate upon the earlier of (i) the later of (A) the
        maturity or other liquidation (or Advance with respect thereto) of the last
        Group I Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Group I
        Mortgage Loan and (B) the remittance of all funds due under the Agreement
        with
        respect to the Group I Mortgage Loans, or (ii) the optional repurchase by
        the
        Master Servicer of all the Group I Mortgage Loans and other assets of the
        Trust
        Fund relating to the Group I Mortgage Loans in accordance with the terms
        of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the aggregate Stated Principal Balance
        of the Group I Mortgage Loans is less than the percentage of the aggregate
        Stated Principal Balance specified in the Agreement of the Group I Mortgage
        Loans at the Cut-off Date. The exercise of such right will effect the early
        retirement of the Group I Certificates. Notwithstanding the foregoing, the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class I-X Certificates or Class I-P Certificates and the notes issued pursuant
        to such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

      


      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class I-A-[1][2][3][4] Certificates referred to in the
        within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      



      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:
                  

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        A-2

      


       

      FORM
        OF CLASS II-[1-A][2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
        CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
        FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
        BELOW.
        ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
        BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
        HEREIN.

       

      PRIOR
        TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF
        THIS
        CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
        6.02(b) OF THE AGREEMENT.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Pass-Through
                  Rate: Floating

              
	 	 
	
                Class
                  II-[1-A][2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
                  Senior

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class II-[1-A][2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
                  Certificates
                  as of the Cut-off Date:

                $
                  ______________

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	
                First
                  Distribution Date: February 25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $
                  ______________

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	
                Assumed
                  Final Distribution Date:

                February
                  25, 2037

              	
                CUSIP:
                  [______________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        II-[1-A][2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
        Certificates
        with respect to a Trust Fund consisting primarily of a pool of conventional
        one-
        to four-family fixed-rate and adjustable-rate mortgage loans sold by NOMURA
        HOME
        EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the Certificates.
        This
        Certificate is one of the Classes of Group II Certificates (as defined in
        the
        Agreement).

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate and adjustable-rate mortgage
        loans secured by one- to four- family residences, units in planned unit
        developments, individual condominium units, cooperatives, condotels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank
        USA, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
        N.A., as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        capitalized terms used herein shall have the meaning ascribed to them in
        the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      Interest
        on this Certificate will accrue during the period commencing on the immediately
        preceding Distribution Date (as hereinafter defined) (or with respect to
        the
        First Distribution Date, the Closing Date) and ending on the day immediately
        preceding the related Distribution Date on the Certificate Principal Balance
        hereof at a per annum Pass-Through Rate equal to the least of (i) the sum
        of
        One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
        possible Optional Termination Date with respect to the Group II Mortgage
        Loans,
        [___]% or (B) after the first possible Optional Termination Date with respect
        to
        the Group II Mortgage Loans, [__]%, (ii) the related Net Funds Cap, (iii)
        the
        Cap Rate and (iv) the related Maximum Interest Rate. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount (of interest and principal, if any) required to
        be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in
        February 2007 which is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        Realized Losses on the Group II Mortgage Loans.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, any transferee of this
        Certificate shall be deemed to make the representations set forth in Section
        6.02(b) of the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Group II Mortgage Loans
        and
        other assets included in the Trust Fund and the Supplemental Interest Trust
        relating to the Group II Mortgage Loans, all as more specifically set forth
        in
        the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or any
        such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement with respect to the Group II Certificates
        (other than the obligations to make payments to the holders of the Group
        II
Certificates) shall terminate upon the earlier of (i) the later of (A) the
        maturity or other liquidation (or Advance with respect thereto) of the last
        Group II Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Group
        II Mortgage Loan and (B) the remittance of all funds due under the Agreement
        with respect to the Group II Mortgage Loans, or (ii) the optional repurchase
        by
        the Master Servicer of all the Group II Mortgage Loans and other assets of
        the
        Trust Fund related to the Group II Mortgage Loans in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only if on such Distribution Date the aggregate Stated Principal Balance
        of the
        Group II Mortgage Loans is less than or equal to 10% of the aggregate Stated
        Principal Balance of the Group II Mortgage Loans at the Cut-off Date. The
        exercise of such right will effect the early retirement of the Group II
        Certificates. Notwithstanding the foregoing, the Master Servicer shall not
        be
        entitled to exercise the Cleanup Call to the extent that the Depositor creates
        a
        net interest margin transaction which includes the Class II-X Certificates
        or
        Class II-P Certificates and the notes issued pursuant to such net interest
        margin transaction are outstanding on the date on which the Master Servicer
        intends to exercise the Cleanup Call. In no event, however, will the Trust
        Fund
        created by the Agreement continue beyond the earlier to occur of (i) expiration
        of 21 years after the death of certain persons identified in the Agreement
        and
        (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       

      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class II-[1-A][2-A-1A][2-A-1B][2-A-2][2-A-3][2-A-4A][2-A-4B]
        Certificates
        referred to in the within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	
                _________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                _________________________________

              
	 	
                Signature
                  Guaranteed

              


      

      


      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      EXHIBIT
        A-3

      


      FORM
        OF CLASS I-M-[1][2][3] CERTIFICATE

      


      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP I SENIOR
        CERTIFICATES [[,/AND] THE CLASS I-M-1 CERTIFICATES][AND THE CLASS I-M-2
        CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

      


      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
        PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
        FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
        BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN
        BELOW.
        ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
        BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
        HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(b) OF THE AGREEMENT.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Pass-Through
                  Rate: [Floating] [___%]

              
	 	 
	
                Class
                  I-M-[1][2][3]
                  Mezzanine

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement

                and
                  Cut-off Date: January 1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of this Class I-M-[1][2][3]
                  Certificate as of the Cut-off Date:

                $_______________

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date:

                February
                  25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:
                  

                $________________

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	
                Assumed
                  Final Distribution Date:

                February
                  25, 2037

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        I-M-[1][2][3] Certificates with respect to a Trust Fund consisting primarily
        of
        a pool of conventional one- to four-family fixed-rate and adjustable-rate
        mortgage loans sold by NOMURA HOME EQUITY LOAN, INC.

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the Certificates.
        This
        Certificate is one of the Classes of Group I Certificates (as defined in
        the
        Agreement).

      


      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate and adjustable-rate mortgage
        loans secured by one- to four-family residences, units in planned unit
        developments, individual condominium units, cooperatives, condotels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank
        USA, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
        N.A. as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        capitalized terms used herein shall have the meaning ascribed to them in
        the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

      


      Interest
        on this Certificate will accrue during [FOR CLASS I-M-[1][2] CERTIFICATES][the
        calendar month prior to the calendar month in which a Distribution Date (as
        hereinafter defined) occurs] [FOR CLASS I-M-3 CERTIFICATES][the period from
        and
        including the 25th day of the calendar month preceding the calendar month
        in
        which such Distribution Date occurs (or with respect to the first Accrual
        Period, the Closing Date) to and including the 24th day of the calendar month
        in
        which such Distribution Date occurs] on the Certificate Principal Balance
        hereof
        at a per annum Pass-Through Rate equal to [FOR CLASS I-M-[1][2]
        CERTIFICATES][the Initial Pass-Through Rate set forth on the face hereof
        for the
        First Distribution Date and, for each Distribution Date thereafter, the lesser
        of (i)(a) with respect to each Distribution Date which occurs on or prior
        to the
        Optional Termination Date with respect to the Group I Mortgage Loans, [____]%
        per annum and (b) with respect to each Distribution Date which occurs
        thereafter, [____]% per annum and (ii) the Net WAC Rate Cap for such
        Distribution Date] [FOR CLASS I-M-3 CERTIFICATES][the sum of One-Month LIBOR
        for
        such Distribution Date plus (A) on or prior to the first possible Optional
        Termination Date with
        respect to the Group I Mortgage Loans,
        [___]%
        or (B) after the first possible Optional Termination Date with respect to
        the
        Group I Mortgage Loans, [___]%]. The Securities Administrator will distribute
        on
        the 25th day of each month, or, if such 25th day is not a Business Day, the
        immediately following Business Day (each, a “Distribution Date”), commencing on
        the First Distribution Date specified above, to the Person in whose name
        this
        Certificate is registered at the close of business on the last Business Day
        of
        the calendar month immediately preceding the month in which the Distribution
        Date occurs, an amount equal to the product of the Percentage Interest evidenced
        by this Certificate and the amount (of interest and principal, if any) required
        to be distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in
        February 2037 which is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Group I Mortgage Loans
        and
        other assets included in the Trust Fund and the Supplemental Interest Trust
        relating to the Group I Mortgage Loans, all as more specifically set forth
        in
        the Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement with respect to the Group I Certificates
        (other than the obligations to make payments to the holders of the Group
        I
        Certificates) shall terminate upon the earlier of (i) the later of (A) the
        maturity or other liquidation (or Advance with respect thereto) of the last
        Group I Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Group I
        Mortgage Loan and (B) the remittance of all funds due under the Agreement
        with
        respect to the Group I Mortgage Loans, or (ii) the optional repurchase by
        the
        Master Servicer of all the Group I Mortgage Loans and other assets of the
        Trust
        Fund relating to the Group I Mortgage Loans in accordance with the terms
        of the
        Agreement. Such optional repurchase may be made by the Master Servicer only
        on
        or after the Distribution Date on which the aggregate Stated Principal Balance
        of the Group I Mortgage Loans is less than the percentage of the aggregate
        Stated Principal Balance specified in the Agreement of the Group I Mortgage
        Loans at the Cut-off Date. The exercise of such right will effect the early
        retirement of the Group I Certificates. Notwithstanding the foregoing, the
        Master Servicer shall not be entitled to exercise the Cleanup Call to the
        extent
        that the Depositor creates a net interest margin transaction which includes
        the
        Class I-X Certificates or Class I-P Certificates and the notes issued pursuant
        to such net interest margin transaction are outstanding on the date on which
        the
        Master Servicer intends to exercise the Cleanup Call. In no event, however,
        will
        the Trust Fund created by the Agreement continue beyond the earlier of (i)
        the
        expiration of 21 years after the death of certain persons identified in the
        Agreement and (ii) the Assumed Final Distribution Date.

      


      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class I-M-[1][2][3] Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        A-4

       

      FORM
        OF CLASS II-M-[1][2][3][4][5][6][7][8] CERTIFICATE

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP II SENIOR
        CERTIFICATES [[AND ]THE CLASS II-M-1
        CERTIFICATES] [[,/AND ]THE CLASS II-M-2
        CERTIFICATES] [[,/AND ]THE CLASS II-M-3
        CERTIFICATES] [[,/AND ]THE CLASS
        II-M-4
        CERTIFICATES] [[,/AND ] [THE CLASS II-M-5 CERTIFICATES] [[,/AND ] [THE CLASS
        II-M-6 CERTIFICATES] [AND THE CLASS II-M-7 CERTIFICATES] AS DESCRIBED IN
        THE
        AGREEMENT (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THE
        CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY PRINCIPAL
        PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
        THE
        INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
        THIS
        CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
        ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE
        BY
        INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
        SET
        FORTH IN SECTION 6.02(b) OF THE AGREEMENT.

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
        OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON
        IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Pass-Through
                  Rate: Floating

              
	 	 
	
                Class
                  II-M-[1][2][3][4][5][6][7][8]

                Mezzanine

              	 
	 	
                 

              
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                January
                  1, 2006

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class
                  II-M-[1][2][3][4][5][6][7][8] Certificates as of the Cut-off
                  Date:

                $
                  

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date:

                February
                  25, 2007

              	
                Initial
                  Certificate Principal Balance of this Certificate as of the Cut-off
                  Date:

                $
                  

              
	 	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	
                Assumed
                  Final Distribution Date:

                February
                  25, 2037

              	
                CUSIP:
                  [__________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        II-M-[1][2][3][4][5][6][7][8] Certificates with respect to a Trust Fund
        consisting primarily of a pool of conventional one- to four-family fixed-rate
        and adjustable-rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
        INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee or any of their affiliates or any other person. Neither this
        Certificate nor the underlying Mortgage Loans are guaranteed or insured by
        any
        governmental entity or by NHEL or the Trustee or any of their affiliates
        or any
        other person. None of NHEL, the Trustee, the Securities Administrator or
        any of
        their affiliates will have any obligation with respect to any certificate
        or
        other obligation secured by or payable from payments on the Certificates.
        This
        Certificate is one of the Classes of Group II Certificates (as defined in
        the
        Agreement).

       

      This
        certifies that Cede & Co. is the registered owner of the Percentage Interest
        evidenced hereby in the beneficial ownership interest of Certificates of
        the
        same Class as this Certificate in a trust (the “Trust Fund”) generally
        consisting of conventional first lien, fixed-rate and adjustable-rate mortgage
        loans secured by one- to four- family residences, units in planned unit
        developments, individual condominium units, cooperatives, condotels and
        townhouses (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans
        were sold by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The
        Trust Fund was created pursuant to the Pooling and Servicing Agreement dated
        as
        of the Cut-off Date specified above (the “Agreement”), among NHEL, as depositor
        (the “Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank
        USA, National Association, as trustee (the “Trustee”), and Wells Fargo Bank,
        N.A. as master servicer (the “Master Servicer”) and securities administrator
        (the “Securities Administrator”), a summary of certain of the pertinent
        provisions of which is set forth hereafter. To the extent not defined herein,
        capitalized terms used herein shall have the meaning ascribed to them in
        the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of its acceptance hereof assents and by which
        such
        Holder is bound.

       

      Interest
        on this Certificate will accrue during the period commencing on the immediately
        preceding Distribution Date (as hereinafter defined) (or with respect to
        the
        First Distribution Date, the Closing Date) and ending on the day immediately
        preceding the related Distribution Date on the Certificate Principal Balance
        hereof at a per annum Pass-Through Rate equal to the least of (i) the sum
        of
        One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
        possible Optional Termination Date with respect to the Group II Mortgage
        Loans,
        [___]% or (B) after the first possible Optional Termination Date with respect
        to
        the Group II Mortgage Loans, [__]%, (ii) the related Net Funds Cap, (iii)
        the
        Cap Rate and (iv) the related Maximum Interest Rate. The Securities
        Administrator will distribute on the 25th day of each month, or, if such
        25th
        day is not a Business Day, the immediately following Business Day (each,
        a
“Distribution Date”), commencing on the First Distribution Date specified above,
        to the Person in whose name this Certificate is registered at the close of
        business on the Business Day immediately preceding such Distribution Date,
        an
        amount equal to the product of the Percentage Interest evidenced by this
        Certificate and the amount (of interest and principal, if any) required to
        be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. The Assumed Final Distribution Date is the Distribution Date
        in
        February 2037 which is not likely to be the date on which the Certificate
        Principal Balance of this Class of Certificates will be reduced to
        zero.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice. The initial Certificate Principal Balance of this
        Certificate is set forth above. The Certificate Principal Balance hereof
        will be
        reduced to the extent of distributions allocable to principal hereon and
        any
        Realized Losses allocable hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Trustee
        is not
        liable to the Certificateholders for any amount payable under this Certificate
        or the Agreement or, except as expressly provided in the Agreement, subject
        to
        any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the Group II Mortgage Loans
        and
        other assets included in the Trust Fund and the Supplemental Interest Trust
        relating to the Group II Certificates, all as more specifically set forth
        in the
        Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      Any
        transferee of this Certificate shall be deemed to make the representations
        set
        forth in Section 6.02(b) of the Agreement.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or any
        such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement with respect to the Group II Certificates
        (other than the obligations to make payments to the holders of the Group
        II
        Certificates) shall terminate upon the earlier of (i) the later of (A) the
        maturity or other liquidation (or Advance with respect thereto) of the last
        Group II Mortgage Loan remaining in the Trust Fund and disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure of any
        Group
        II Mortgage Loan and (B) the remittance of all funds due under the Agreement
        with respect to the Group II Mortgage Loans, or (ii) the optional repurchase
        by
        the Master Servicer of all the Group II Mortgage Loans and other assets of
        the
        Trust Fund related to the Group II Mortgage Loans in accordance with the
        terms
        of the Agreement. Such optional repurchase may be made by the Master Servicer
        only if on such Distribution Date the aggregate Stated Principal Balance
        of the
        Group II Mortgage Loans is less than or equal to 10% of the aggregate Stated
        Principal Balance of the Group II Mortgage Loans at the Cut-off Date. The
        exercise of such right will effect the early retirement of the Group II
        Certificates. Notwithstanding the foregoing, the Master Servicer shall not
        be
        entitled to exercise the Cleanup Call to the extent that the Depositor creates
        a
        net interest margin transaction which includes the Class II-X Certificates
        or
        Class II-P Certificates and the notes issued pursuant to such net interest
        margin transaction are outstanding on the date on which the Master Servicer
        intends to exercise the Cleanup Call. In no event, however, will the Trust
        Fund
        created by the Agreement continue beyond the earlier to occur of (i) expiration
        of 21 years after the death of certain persons identified in the Agreement
        and
        (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       

      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated:
                  January __, 2007

              	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 
	 	
                By:
                  _____________________________________________

              
	 	
                Authorized
                  Signatory

              


      

      


       

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class II-M-[1][2][3][4][5][6][7][8] Certificates referred to in
        the
        within-mentioned Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

       

      
        	 	 	 
	 	 	
                .

              


      

      


      


      
        	
                Dated:

              	
                _________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                _________________________________

              
	 	
                Signature
                  Guaranteed

              


      

      


      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      EXHIBIT
        A-5

      


      FORM
        OF CLASS [I][II]-P CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Percentage
                  Interest: 100%

              
	 	 
	
                Class
                  [I][II]-P

              	 
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date:

                January
                  1, 2007

              	
                Aggregate
                  Initial Certificate Principal Balance of the Class [I][II]-P Certificates
                  as of the Cut-off Date: $100

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                First
                  Distribution Date:

                February
                  25, 2007

              	 
	 	 
	
                Assumed
                  Final Distribution Date:

                February
                  25, 2037

              	
                CUSIP:
                  [________________]

              
	 	 


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

       

      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I][II]-P Certificates with respect to a Trust Fund consisting primarily
        of a
        pool of conventional one- to four-family fixed-rate and adjustable-rate mortgage
        loans sold by NOMURA HOME EQUITY LOAN, INC.

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee referred to below or any of their affiliates or any other
        person.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental entity or by NHEL or the Trustee or any of their
        affiliates or any other person. None of NHEL, the Trustee, the Securities
        Administrator or any of their affiliates will have any obligation with respect
        to any certificate or other obligation secured by or payable from payments
        on
        the Certificates. This Certificate is one of the Classes of [Group
        I][Group II] Certificates
        (as defined in the Agreement). 

       

      This
        certifies that [ ] is the registered owner of the Percentage Interest evidenced
        hereby in the beneficial ownership interest of Certificates of the same Class
        as
        this Certificate in a trust (the “Trust Fund”), generally consisting of
        conventional first lien, fixed-rate and adjustable-rate mortgage loans secured
        by one- to four- family residences, units in planned unit developments,
        individual condominium units, cooperatives, condotels and townhouses
        (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold
        by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was
        created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”), among NHEL, as depositor (the
“Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank USA,
        National Association, as trustee (the “Trustee”), and Wells Fargo Bank, N.A. as
        master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

       

      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

       

      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

       

      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

       

      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to Prepayment Charges collected in respect of the [Group I][Group II] Mortgage
        Loans and amounts on deposit in the Class [I][II]-P Certificate Account as
        more
        specifically set forth in the Agreement.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or any
        such agent shall be affected by notice to the contrary.

       

      The
        obligations created by the Agreement with respect to the Group II Certificates
        (other than the obligations to make payments to the holders of the Group
        II
        Certificates) shall terminate upon the earlier of (i) the later of (A) the
        maturity or other liquidation (or Advance with respect thereto) of the last
        [Group I][Group II] Mortgage Loan remaining in the Trust Fund and disposition
        of
        all property acquired upon foreclosure or deed in lieu of foreclosure of
        any
        [Group I][Group II] Mortgage Loan and (B) the remittance of all funds due
        under
        the Agreement with respect to the [Group I][Group II] Mortgage Loans, or
        (ii)
        the optional repurchase by the Master Servicer of all the [Group I][Group
        II]
        Mortgage Loans and other assets of the Trust Fund related to the [Group I][Group
        II] Mortgage Loans in accordance with the terms of the Agreement. Such optional
        repurchase may be made by the Master Servicer only if on such Distribution
        Date
        the aggregate Stated Principal Balance of the [Group I][Group II] Mortgage
        Loans
        is less than or equal to 10% of the aggregate Stated Principal Balance of
        the
        [Group I][Group II] Mortgage Loans at the Cut-off Date. The exercise of such
        right will effect the early retirement of the [Group I][Group II] Certificates.
        Notwithstanding the foregoing, the Master Servicer shall not be entitled
        to
        exercise the Cleanup Call to the extent that the Depositor creates a net
        interest margin transaction which includes the Class [I][II]-X Certificates
        or
        Class [I][II]-P Certificates and the notes issued pursuant to such net interest
        margin transaction are outstanding on the date on which the Master Servicer
        intends to exercise the Cleanup Call. In no event, however, will the Trust
        Fund
        created by the Agreement continue beyond the earlier to occur of (i) expiration
        of 21 years after the death of certain persons identified in the Agreement
        and
        (ii) the Assumed Final Distribution Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

       

      



      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated:
                  January __, 2007

              	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 
	 	
                By:
                  ____________________________________________

              
	 	
                Authorized
                  Signatory

              


      

      


      


       

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class [I][II]-P Certificates referred to in the within-mentioned
        Agreement.

       

      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	
                ______________________________________

              
	 	
                Signature
                  by or on behalf of assignor

              
	 	
                ______________________________________

              
	 	
                Signature
                  Guaranteed

              


      

      


      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        A-6

      


      FORM
        OF CLASS [I][II]-X CERTIFICATE

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

      


      THIS
        CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES AND THE [GROUP
        I][GROUP II] MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT
        REFERRED TO HEREIN.

      


      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
        HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
        MAY
        BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
        WITH
        THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
        144A
        UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
        BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
        (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
        A
        QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
        PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
        TO
        AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
        ACT (IF
        AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
        D
        UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
        SUCH
        PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
        SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
        THE
        SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
        ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
        WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
        WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
        APPLICABLE JURISDICTION.

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	
                Percentage
                  Interest: ____

              
	 	 
	
                Class
                  [I][II]-X

              	
                Variable
                  Pass-Through Rate

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement and Cut-off Date: January 1,
                  2007

              	
                Initial
                  Certificate Notional Balance of this Certificate as of the Cut-off
                  Date:

              
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	 
	 	 
	
                First
                  Distribution Date: February 25, 2007

              	 
	 	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  NA.

              
	 	 
	
                Assumed
                  Final Distribution Date: February 25, 2037

              	
                CUSIP:
                  [__________________]

              


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I][II]-X Certificates with respect to a Trust Fund consisting primarily
        of a
        pool of conventional one- to four-family fixed-rate and adjustable-rate mortgage
        loans sold by NOMURA HOME EQUITY LOAN, INC..

      


      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee referred to below or any of their affiliates or any other
        person.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental entity or by NHEL or the Trustee or any of their
        affiliates or any other person. None of NHEL, the Trustee, the Securities
        Administrator or any of their affiliates will have any obligation with respect
        to any certificate or other obligation secured by or payable from payments
        on
        the Certificates. This Certificate is one of the Classes of Group I Certificates
        (as defined in the Agreement).

      


      This
        certifies that [
        ]
is
        the
        registered owner of the Percentage Interest evidenced hereby in the beneficial
        ownership interest of Certificates of the same Class as this Certificate
        in a
        trust (the “Trust Fund”) generally consisting of conventional first lien,
        fixed-rate and adjustable-rate mortgage loans secured by one- to four-family
        residences, units in planned unit developments, individual condominium units,
        cooperatives, condotels and townhouses (collectively, the “Mortgage Loans”) sold
        by NHEL. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor, GMAC
        Mortgage, LLC, as a servicer, HSBC Bank USA, National Association, as trustee
        (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”), a
        summary of certain of the pertinent provisions of which is set forth hereafter.
        To the extent not defined herein, capitalized terms used herein shall have
        the
        meaning ascribed to them in the Agreement. This Certificate is issued under
        and
        is subject to the terms, provisions and conditions of the Agreement, to which
        Agreement the Holder of this Certificate by virtue of its acceptance hereof
        assents and by which such Holder is bound.

      


      Interest
        on this Certificate will accrue during the month prior to the month in which
        a
        Distribution Date (as hereinafter defined) occurs on the Certificate Notional
        Balance hereof at a per annum rate equal to the Pass-Through Rate as set
        forth
        in the Agreement. The Securities Administrator will distribute on the 25th
        day
        of each month, or, if such 25th day is not a Business Day, the immediately
        following Business Day (each, a “Distribution Date”), commencing on the First
        Distribution Date specified above, to the Person in whose name this Certificate
        is registered at the close of business on the last day Business Day immediately
        preceding such Distribution Date, an amount equal to the product of the
        Percentage Interest evidenced by this Certificate and the amount required
        to be
        distributed to the Holders of Certificates of the same Class as this
        Certificate. Assumed Final Distribution Date is the Distribution Date in
        February 2037.

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

      


      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit E and either F or G, as applicable,
        and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
        such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator or the Trustee in their respective capacities as
        such),
        together with copies of the written certification(s) of the Holder of the
        Certificate desiring to effect the transfer and/or such Holder’s prospective
        transferee upon which such Opinion of Counsel is based. Neither the Depositor,
        the Securities Administrator nor the Trustee is obligated to register or
        qualify
        the Class of Certificates specified on the face hereof under the 1933 Act
        or any
        other securities law or to take any action not otherwise required under the
        Agreement to permit the transfer of such Certificates without registration
        or
        qualification. Any Holder desiring to effect a transfer of this Certificate
        shall be required to indemnify the Trustee, the Securities Administrator,
        the
        Depositor and the Sponsor against any liability that may result if the transfer
        is not so exempt or is not made in accordance with such federal and state
        laws.

      


      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that neither the
        Trustee
        nor Securities Administrator is liable to the Certificateholders for any
        amount
        payable under this Certificate or the Agreement or, except as expressly provided
        in the Agreement, subject to any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment
        to certain collections and recoveries respecting the [Group
        I][Group II] Mortgage
        Loans and other assets included in the Trust Fund and the Supplemental Interest
        Trust relating to the [Group I][Group II] Mortgage Loans, all as more
        specifically set forth in the Agreement.

      


      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor
        and
        the rights of the Certificateholders under the Agreement from time to time
        by
        the parties thereto with the consent of the Holders of the Class or Classes
        of
        Certificates affected thereby evidencing over 50% of the Voting Rights of
        such
        Class or Classes. Any such consent by the Holder of this Certificate shall
        be
        conclusive and binding on such Holder and upon all future Holders of this
        Certificate and of any Certificate issued upon the transfer hereof or in
        lieu
        hereof whether or not notation of such consent is made upon this Certificate.
        The Agreement also permits the amendment thereof, in certain limited
        circumstances, without the consent of the Holders of any of the
        Certificates.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement with respect to the [Group I][Group
        II] Certificates (other than the obligations to make payments to the
        holders of the [Group I][Group II] Certificates) shall terminate upon the
        earlier of (i) the later of (A) the maturity or other liquidation (or Advance
        with respect thereto) of the last [Group I][Group II] Mortgage Loan
        remaining in the Trust Fund and disposition of all property acquired upon
        foreclosure or deed in lieu of foreclosure of any [Group I][Group
        II] Mortgage Loan and (B) the remittance of all funds due under the
        Agreement with respect to the [Group I][Group II] Mortgage Loans, or (ii)
        the optional repurchase by the Master Servicer of all the [Group I][Group
        II] Mortgage Loans and other assets of the Trust Fund related to the [Group
        I][Group II] Mortgage Loans in accordance with the terms of the Agreement.
        Such optional repurchase may be made by the Master Servicer only if on such
        Distribution Date the aggregate Stated Principal Balance of the [Group I][Group
        II] Mortgage Loans is less than or equal to 10% of the aggregate Stated
        Principal Balance of the [Group I][Group II] Mortgage Loans at the Cut-off
        Date. The exercise of such right will effect the early retirement of the
        [Group
        I][Group II] Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        [I][II]-X Certificates or Class [I][II]-P Certificates and the notes issued
        pursuant to such net interest margin transaction are outstanding on the date
        on
        which the Master Servicer intends to exercise the Cleanup Call. In no event,
        however, will the Trust Fund created by the Agreement continue beyond the
        earlier to occur of (i) expiration of 21 years after the death of certain
        persons identified in the Agreement and (ii) the Assumed Final Distribution
        Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

      


      



      


      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class [I][II]-X Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        A-7

      


      FORM
        OF CLASS [I][II]-[R][R-X] CERTIFICATE

      


      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

      


      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
        AGREEMENT.

      


      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
        STATE
        OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR
        ANY
        AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
        WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
        FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY
        SUCH
        GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
        OR
        ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
        (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
        THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
        INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
        1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
        775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
        (B),
        (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
        (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
        IS
        TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
        CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
        PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
        REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
        A
        DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
        REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
        AND
        SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
        THIS
        CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
        SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
        PARAGRAPH.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. __

              	 
	 	 
	
                Class
                  [I][II]-[R][R-X]

              	
                Percentage
                  Interest: ____

              
	 	 
	
                Date
                  of Pooling and Servicing Agreement 

                and
                  Cut-off Date: January 1, 2007

              	 
	 	 
	
                First
                  Distribution Date:

                February
                  25, 2007

              	 
	 	 
	
                Trustee:
                  HSBC Bank USA, National Association

              	
                Master
                  Servicer and Securities Administrator: Wells Fargo Bank,
                  N.A.

              
	 	 
	
                Assumed
                  Final Distribution Date: 

                February
                  25, 2007

              	 
	 	
                CUSIP:
                  [__________________] 

              


      

      


      ASSET-BACKED
        CERTIFICATE

      SERIES
        2007-1

      


      evidencing
        a fractional undivided interest in the distributions allocable to the Class
        [I][II]-[R][R-X] Certificates with respect to a Trust Fund consisting primarily
        of a pool of conventional one- to four-family fixed-rate and adjustable-rate
        mortgage loans sold by NOMURA HOME EQUITY LOAN, INC.

      


      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in Nomura Home Equity Loan, Inc. (“NHEL”)
        or the Trustee referred to below or any of their affiliates or any other
        person.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental entity or by NHEL or the Trustee or any of their
        affiliates or any other person. None of NHEL, the Trustee, the Securities
        Administrator or any of their affiliates will have any obligation with respect
        to any certificate or other obligation secured by or payable from payments
        on
        the Certificates. This Certificate is one of the Classes of [Group I][Group
        II]
        Certificates (as defined in the Agreement). 

       

      This
        certifies that [ ] is the registered owner of the Percentage Interest evidenced
        hereby in the beneficial ownership interest of Certificates of the same Class
        as
        this Certificate in a trust (the “Trust Fund”) generally consisting of
        conventional first lien, fixed-rate and adjustable-rate mortgage loans secured
        by one- to four-family residences, units in planned unit developments,
        individual condominium units, cooperatives, condotels and townhouses
        (collectively, the “Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold
        by Nomura Credit & Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was
        created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”), among NHEL, as depositor (the
“Depositor”), the Sponsor, GMAC Mortgage, LLC, as a servicer, HSBC Bank USA,
        National Association, as trustee (the “Trustee”), and Wells Fargo Bank, N.A., as
        master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), a summary of certain of the pertinent provisions of
        which is set forth hereafter. To the extent not defined herein, capitalized
        terms used herein shall have the meaning ascribed to them in the Agreement.
        This
        Certificate is issued under and is subject to the terms, provisions and
        conditions of the Agreement, to which Agreement the Holder of this Certificate
        by virtue of its acceptance hereof assents and by which such Holder is
        bound.

      


      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Securities Administrator of, among other things, an affidavit to the effect
        that
        it is a United States Person and Permitted Transferee, (iii) any attempted
        or
        purported transfer of any Ownership Interest in this Certificate in violation
        of
        such restrictions will be absolutely null and void and will vest no rights
        in
        the purported transferee, and (iv) if any person other than a United States
        Person and a Permitted Transferee acquires any Ownership Interest in this
        Certificate in violation of such restrictions, then the Depositor will have
        the
        right, in its sole discretion and without notice to the Holder of this
        Certificate, to sell this Certificate to a purchaser selected by the Depositor,
        which purchaser may be the Depositor, or any affiliate of the Depositor,
        on such
        terms and conditions as the Depositor may choose.

      


      The
        Securities Administrator will distribute on the 25th day of each month, or,
        if
        such 25th day is not a Business Day, the immediately following Business Day
        (each, a “Distribution Date”), commencing on the First Distribution Date
        specified above, to the Person in whose name this Certificate is registered
        at
        the close of business on the last day (or if such last day is not a Business
        Day, the Business Day immediately preceding such last day) of the calendar
        month
        immediately preceding the month in which the Distribution Date occurs, an
        amount
        equal to the product of the Percentage Interest evidenced by this Certificate
        and the amounts required to be distributed to the Holders of Certificates
        of the
        same Class as this Certificate. The Assumed Final Distribution Date is the
        Distribution Date in February 2037.

      


      Distributions
        on this Certificate will be made by the Securities Administrator by check
        mailed
        to the address of the Person entitled thereto as such name and address shall
        appear on the Certificate Register or, if such Person so requests by notifying
        the Securities Administrator in writing as specified in the Agreement.
        Notwithstanding the foregoing, the final distribution on this Certificate
        will
        be made after due notice by the Securities Administrator of the pendency
        of such
        distribution and only upon presentation and surrender of this Certificate
        at the
        office or agency appointed by the Securities Administrator for that purpose
        and
        designated in such notice.

      


      No
        transfer of this Certificate shall be made to any person unless the transferee
        provides a certification pursuant to Section 6.02(b) of the
        Agreement.

      


      This
        Certificate is one of a duly authorized issue of Certificates designated
        as set
        forth on the face hereof (the “Certificates”). The Certificates, in the
        aggregate, evidence the entire beneficial ownership interest in the Trust
        Fund
        formed pursuant to the Agreement.

      


      The
        Certificateholder, by its acceptance of this Certificate, agrees that it
        will
        look solely to the Trust Fund for payment hereunder and that the Securities
        Administrator is not liable to the Certificateholders for any amount payable
        under this Certificate or the Agreement or, except as expressly provided
        in the
        Agreement, subject to any liability under the Agreement.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator.

      


      This
        Certificate does not purport to summarize the Agreement and reference is
        made to
        the Agreement for the interests, rights and limitations of rights, benefits,
        obligations and duties evidenced hereby, and the rights, duties and immunities
        of the Securities Administrator. This Certificate is limited in right of
        payment to certain collections and recoveries respecting the [Group I][Group
        II] Mortgage Loans and other assets included in the Trust Fund and the
        Supplemental Interest Trust relating to the [Group I][Group II] Mortgage
        Loans, all as more specifically set forth in the Agreement.

      


      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable with the Securities
        Administrator upon surrender of this Certificate for registration of transfer
        at
        the offices or agencies maintained by the Securities Administrator for such
        purposes, duly endorsed by, or accompanied by a written instrument of transfer
        in form satisfactory to the Securities Administrator duly executed by the
        Holder
        hereof or such Holder’s attorney duly authorized in writing, and thereupon one
        or more new Certificates in authorized denominations representing a like
        aggregate Percentage Interest will be issued to the designated
        transferee.

      


      The
        Certificates are issuable only as registered Certificates without coupons
        in the
        Classes and denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, this Certificate
        is exchangeable for one or more new Certificates evidencing the same Class
        and
        in the same aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

      


      No
        service charge will be made to the Certificateholders for any such registration
        of transfer, but the Securities Administrator may require payment of a sum
        sufficient to cover any tax or other governmental charge payable in connection
        therewith. The Depositor, the Master Servicer, the Trustee, the Securities
        Administrator and any agent of any of them may treat the Person in whose
        name
        this Certificate is registered as the owner hereof for all purposes, and
        none of
        the Depositor, the Master Servicer, the Trustee, the Securities Administrator
        or
        any such agent shall be affected by notice to the contrary.

      


      The
        obligations created by the Agreement with respect to the [Group I][Group
        II] Certificates (other than the obligations to make payments to the
        holders of the [Group I][Group II] Certificates) shall terminate upon the
        earlier of (i) the later of (A) the maturity or other liquidation (or Advance
        with respect thereto) of the last [Group I][Group II] Mortgage Loan
        remaining in the Trust Fund and disposition of all property acquired upon
        foreclosure or deed in lieu of foreclosure of any [Group I][Group
        II] Mortgage Loan and (B) the remittance of all funds due under the
        Agreement with respect to the [Group I][Group II] Mortgage Loans, or (ii)
        the optional repurchase by the Master Servicer of all the [Group I][Group
        II] Mortgage Loans and other assets of the Trust Fund related to the [Group
        I][Group II] Mortgage Loans in accordance with the terms of the Agreement.
        Such optional repurchase may be made by the Master Servicer only if on such
        Distribution Date the aggregate Stated Principal Balance of the [Group I][Group
        II] Mortgage Loans is less than or equal to 10% of the aggregate Stated
        Principal Balance of the [Group I][Group II] Mortgage Loans at the Cut-off
        Date. The exercise of such right will effect the early retirement of the
        [Group
        I][Group II] Certificates. Notwithstanding the foregoing, the Master
        Servicer shall not be entitled to exercise the Cleanup Call to the extent
        that
        the Depositor creates a net interest margin transaction which includes the
        Class
        [I][II]-X Certificates or Class [I][II]-P Certificates and the notes issued
        pursuant to such net interest margin transaction are outstanding on the date
        on
        which the Master Servicer intends to exercise the Cleanup Call. In no event,
        however, will the Trust Fund created by the Agreement continue beyond the
        earlier to occur of (i) expiration of 21 years after the death of certain
        persons identified in the Agreement and (ii) the Assumed Final Distribution
        Date.

       

      Unless
        this Certificate has been countersigned by an authorized signatory of the
        Securities Administrator by manual signature, this Certificate shall not
        be
        entitled to any benefit under the Agreement, or be valid for any
        purpose.

      



      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

      


      
        	
                Dated: January
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


      This
        is
        one of the Class [I][II]-[R][[R-X] Certificates referred to in the
        within-mentioned Agreement.

      


      
        	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              
	 	 	 	 	 	 	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        __________________________________ (Please print or typewrite name and address
        including postal zip code of assignee) a Percentage Interest evidenced by
        the
        within Asset-Backed Certificate and hereby authorizes the transfer of
        registration of such interest to assignee on the Certificate Register of
        the
        Trust Fund.

      


      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address:

      


      
        	 	 	 
	 	 	
                .

              


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


      


      DISTRIBUTION
        INSTRUCTIONS

      


      The
        assignee should include the following for purposes of distribution:

      


      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      


      The
        Preliminary and Final Mortgage Loan Schedules shall set forth the following
        information with respect to each Mortgage Loan:

      


      
        	
                (a)

              	
                the
                  Mortgage Loan identifying number;

              
	 	 
	
                (b)

              	
                the
                  Mortgage Rate in effect as of the Cut-off Date;

              
	 	 
	
                (c)

              	
                the
                  Servicing Fee Rate; 

              
	 	 
	
                (d)

              	
                the
                  Net Mortgage Rate in effect as of the Cut-off Date;

              
	 	 
	
                (e)

              	
                the
                  maturity date;

              
	 	 
	
                (f)

              	
                the
                  original principal balance;

              
	 	 
	
                (g)

              	
                the
                  Cut-off Date Principal Balance;

              
	 	 
	
                (h)

              	
                the
                  original term;

              
	 	 
	
                (i)

              	
                the
                  remaining term;

              
	 	 
	
                (j)

              	
                the
                  property type;

              
	 	 
	
                (k)

              	
                the
                  product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
                  etc.)

              
	 	 
	
                (l)

              	
                with
                  respect to each MOM Loan, the related MIN;

              
	 	 
	
                (m)

              	
                the
                  Custodian;

              
	 	 
	
                (n)

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

              
	 	 
	
                (o)

              	
                with
                  respect to each Group II Mortgage Loan, the first Adjustment
                  Date;

              
	 	 
	
                (p)

              	
                with
                  respect to each Group II Mortgage Loan, the Gross
                  Margin;

              
	 	 
	
                (q)

              	
                with
                  respect to each Group II Mortgage Loan, the Maximum Mortgage Interest
                  Rate
                  under the terms of the Mortgage Note;

              
	 	 
	
                (r)

              	
                with
                  respect to each Group II Mortgage Loan, the Minimum Mortgage Interest
                  Rate
                  under the terms of the Mortgage Note;

              
	 	 
	
                (s)

              	
                with
                  respect to each Group II Mortgage Loan, the Periodic Rate
                  Cap;

              
	 	 
	
                (t)

              	
                with
                  respect to each Group II Mortgage Loan, the first Adjustment Date
                  immediately following the Cut-off Date; 

              
	 	 
	
                (u)

              	
                with
                  respect to each Group II Mortgage Loan, the related
                  Index;

              
	 	 
	
                (v)

              	
                the
                  related Loan Group; and

              
	 	 
	
                (w)

              	
                the
                  Servicer.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       


      EXHIBIT
        C

       

      
        MORTGAGE
          LOAN PURCHASE AGREEMENT

        


        This
          is a
          Mortgage Loan Purchase Agreement (this “Agreement”), dated January 31, 2007,
          between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
          and Nomura Home Equity Loan, Inc., a Delaware corporation (the
“Purchaser”).

        


        Preliminary
          Statement

        


        The
          Seller intends to sell the Mortgage Loans (as hereinafter identified) and
          any
          rights of the Seller in, to and under the Group I Interest Rate Swap Agreement,
          the Group II Interest Rate Swap Agreement, the Class I-A-4 Cap Agreement
          and the
          Class I-M-3 Cap Agreement (exclusive
          of any upfront premium paid by the provider of the Group I Interest Rate
          Swap
          Agreement, the Group II Interest Rate Swap Agreement, the Class I-A-4 Cap
          Agreement and the Class I-M-3 Cap Agreement, if any, payable on the Closing
          Date)
          to the
          Purchaser on the terms and subject to the conditions set forth in this
          Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
          pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
          series of asset-backed certificates designated as Nomura Home Equity Loan,
          Inc.,
          Home Equity Loan Trust, Series 2007-1, Asset-Backed Certificates (the
“Certificates”). The Certificates will consist of thirty (30) classes of
          certificates. The Certificates will be issued pursuant to a pooling and
          servicing agreement, dated as of January 1, 2007 (the “Pooling and Servicing
          Agreement”), among the Purchaser as depositor, the Seller as sponsor, GMAC
          Mortgage, LLC as a servicer (“GMACM”), Wells Fargo Bank, N.A. (“Wells Fargo”) as
          master servicer and securities administrator and HSBC Bank USA, National
          Association as trustee (the “Trustee”). The Purchaser will sell the Class I-A-1,
          Class I-A-2, Class I-A-3, Class I-A-4, Class I-M-1, Class I-M-2, Class
          I-M-3,
          Class II-1-A, Class II-2-A-1A, Class II-2-A-1B, Class II-2-A-2, Class II-2-A-3,
          Class II-2-A-4A, Class II-2-A-4B, Class II-M-1, Class II-M-2, Class II-M-3,
          Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7 and Class II-M-8
          Certificates to Greenwich Capital Markets, Inc. (“Greenwich”) and Bear, Stearns
& Co. Inc. (“Bear”, together with Greenwich, the “Underwriters”), pursuant
          to the Underwriting Agreement, dated January 29, 2007, among the Purchaser
          and
          the Underwriters, and the Terms Agreement, dated January 29, 2007, among
          the
          Purchaser and the Underwriters. Capitalized terms used but not defined
          herein
          shall have the meanings set forth in the Pooling and Servicing Agreement.
          Pursuant to the custodial agreement, dated as of January 1, 2007 (the “Custodial
          Agreement”), among the Trustee, GMACM as a servicer, Wells Fargo as a servicer
          (with GMACM, each a “Servicer” and together, the “Servicers”) and Wells Fargo as
          custodian (the “Custodian”), the Trustee intends to have the Custodian take
          possession of the Mortgages and Mortgage Notes, along with certain other
          documents specified in the Custodial Agreement, as the custodian of the
          Trustee,
          in accordance with the terms and conditions thereof.

        


        The
          parties hereto agree as follows:

        


        SECTION
          1.   Agreement
          to Purchase.
          The
          Seller hereby sells, and the Purchaser hereby purchases, on January 31,
          2007
          (the “Closing Date”), (a) certain conventional, one-to-four family, fixed-rate
          and adjustable-rate mortgage loans secured by first liens on residential
          real
          properties (the “Mortgage Loans”), having an aggregate principal balance as of
          the close of business on January 1, 2007 (the “Cut-off Date”) of approximately
          $1,023,112,198 (the “Closing Balance”), after giving effect to all payments due
          on the Mortgage Loans on or before the Cut-off Date, whether or not received,
          including the right to any Prepayment Charges payable by the related Mortgagors
          in connection with any Principal Prepayments on the Mortgage Loans and
          (b)
          rights under the Group I Interest Rate Swap Agreement, the Group II Interest
          Rate Swap Agreement, the Class I-A-4 Cap Agreement and the Class I-M-3
          Cap
          Agreement (exclusive of any upfront premium paid by the provider of the
          Group I
          Interest Rate Swap Agreement, the Group II Interest Rate Swap Agreement,
          the
          Class I-A-4 Cap Agreement and the Class I-M-3 Cap Agreement, if any, payable
          on
          the Closing Date).

        


        SECTION
          2.   Mortgage
          Loan Schedule.
          The
          Purchaser and the Seller have agreed upon which of the mortgage loans owned
          by
          the Seller are to be purchased by the Purchaser pursuant to this Agreement
          and
          the Seller will prepare or cause to be prepared on or prior to the Closing
          Date
          a final schedule (the “Closing Schedule”) that describes such Mortgage Loans and
          sets forth all of the Mortgage Loans to be purchased under this Agreement,
          including the Prepayment Charges. The Closing Schedule will conform to
          the
          requirements set forth in this Agreement and to the definition of “Mortgage Loan
          Schedule” under the Pooling and Servicing Agreement.

        


        SECTION
          3.   Consideration.

        


        (a)  In
          consideration for the Mortgage Loans and the Group I Interest Rate Swap
          Agreement, the Group II Interest Rate Swap Agreement, the Class I-A-4 Cap
          Agreement and the Class I-M-3 Cap Agreement (exclusive of any upfront premium
          paid by the provider of the Group I Interest Rate Swap Agreement, the Group
          II
          Interest Rate Swap Agreement, the Class I-A-4 Cap Agreement and the Class
          I-M-3
          Cap Agreement, if any, payable on the Closing Date) to be purchased hereunder,
          the Purchaser shall, as described in Section 10, (i) pay to or upon the
          order of
          the Seller in immediately available funds an amount (the “Purchase Price”) equal
          to (i) $____________*
          and (ii)
          a 100% interest in the Class I-X, Class I-P, Class I-R, Class I-R-X, Class
          II-X,
          Class II-P, Class II-R and Class II-R-X Certificates, which shall be registered
          [solely in the name of, or at the direction of, the Seller].

        


        (b)  The
          Purchaser or any assignee, transferee or designee of the Purchaser shall
          be
          entitled to all scheduled payments of principal due after the Cut-off Date,
          all
          other payments of principal due and collected after the Cut-off Date, and
          all
          payments of interest on the Mortgage Loans allocable to the period after
          the
          Cut-off Date. All scheduled payments of principal and interest due on or
          before
          the Cut-off Date and collected after the Cut-off Date shall belong to the
          Seller.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign all of
          its
          right, title and interest in and to the Mortgage Loans, the Group I Interest
          Rate Swap Agreement, the Group II Interest Rate Swap Agreement, the Class
          I-A-4
          Cap Agreement and the Class I-M-3 Cap Agreement (exclusive of any upfront
          premium paid by the provider of the Group I Interest Rate Swap Agreement,
          the
          Group II Interest Rate Swap Agreement, the Class I-A-4 Cap Agreement and
          the
          Class I-M-3 Cap Agreement, if any, payable on the Closing Date), together
          with
          its rights under this Agreement, to the Trustee for the benefit of the
          Certificateholders.

        
          

          
            *
              Please
              contact Nomura Credit & Capital, Inc. for pricing
              information.

          



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SECTION
          4.   Transfer
          of the Mortgage Loans.

        


        (a)  Possession
          of Mortgage Files.
          The
          Seller does hereby sell to the Purchaser, without recourse but subject
          to the
          terms of this Agreement, all of its right, title and interest in, to and
          under
          the Mortgage Loans, including the related Prepayment Charges, and the Group
          I
          Interest Rate Swap Agreement, the Group II Interest Rate Swap Agreement,
          the
          Class I-A-4 Cap Agreement and the Class I-M-3 Cap Agreement (exclusive
          of any
          upfront premium paid by the provider of the Group I Interest Rate Swap
          Agreement, the Group II Interest Rate Swap Agreement, the Class I-A-4 Cap
          Agreement and the Class I-M-3 Cap Agreement, if any, payable on the Closing
          Date). The contents of each Mortgage File not delivered to the Purchaser
          or to
          any assignee, transferee or designee of the Purchaser on or prior to the
          Closing
          Date are and shall be held in trust by the Seller for the benefit of the
          Purchaser or any assignee, transferee or designee of the Purchaser. Upon
          the
          sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
          Mortgage and the other contents of the related Mortgage File is vested
          in the
          Purchaser and the ownership of all records and documents with respect to
          the
          related Mortgage Loan prepared by or that come into the possession of the
          Seller
          on or after the Closing Date shall immediately vest in the Purchaser and
          shall
          be delivered immediately to the Purchaser or as otherwise directed by the
          Purchaser.

        


        (b) Delivery
          of Mortgage Loan Documents.
          Pursuant
          to various conveyance documents to be executed on the Closing Date and
          pursuant
          to the Pooling and Servicing Agreement, the Purchaser will assign on the
          Closing
          Date all of its right, title and interest in and to the Mortgage Loans
          to the
          Trustee for the benefit of the Certificateholders. In connection with the
          transfer and assignment of the Mortgage Loans, the Seller has delivered
          or will
          deliver or cause to be delivered to the Trustee by the Closing Date or
          such
          later date as is agreed to by the Purchaser and the Seller (each of the
          Closing
          Date and such later date is referred to as a “Mortgage
          File Delivery Date”),
          the
          documents set forth on Exhibit
          1
          hereto,
provided,
          however,
          that in
          lieu of the foregoing, the Seller may deliver the following documents,
          under the
          circumstances set forth below: (x) in lieu of the original Mortgage, assignments
          to the Trustee or intervening assignments thereof which have been delivered,
          are
          being delivered or will upon receipt of recording information relating
          to the
          Mortgage required to be included thereon, be delivered to recording offices
          for
          recording and have not been returned in time to permit their delivery as
          specified above, the Seller may deliver a true copy thereof with a certification
          by the Seller on the face of such copy, substantially as follows: “Certified to
          be a true and correct copy of the original, which has been transmitted
          for
          recording”; (y) in lieu of the Mortgage, assignments to the Trustee or
          intervening assignments thereof, if the applicable jurisdiction retains
          the
          originals of such documents or if the originals are lost (in each case,
          as
          evidenced by a certification from the Seller to such effect), the Seller
          may
          deliver photocopies of such documents containing an original certification
          by
          the judicial or other governmental authority of the jurisdiction where
          such
          documents were recorded; and (z) in lieu of the Mortgage Notes relating
          to the
          Mortgage Loans, each identified in the list delivered by the Purchaser
          to the
          Trustee on the Closing Date and attached hereto as Exhibit
          2,
          the
          Seller may deliver lost note affidavits and indemnities of the Seller;
          and
          provided further, however, that in the case of Mortgage Loans which have
          been
          prepaid in full after the Cut-off Date and prior to the Closing Date, the
          Seller, in lieu of delivering the above documents, may deliver to the Trustee
          a
          certification by the Seller to such effect. The Seller shall deliver such
          original documents (including any original documents as to which certified
          copies had previously been delivered) or such certified copies to the Trustee
          promptly after they are received. The Seller shall cause the Mortgage and
          intervening assignments, if any, and the assignment of the Mortgage to
          be
          recorded not later than 180 days after the Closing Date, or, in lieu of
          such
          assignments, shall provide an Opinion of Counsel pursuant to Section 6
          hereof to
          the effect that the recordation of such assignment is not necessary to
          protect
          the Trustee’s interest in the related Mortgage Loan. Upon the request of the
          Purchaser, the Seller will assist the Purchaser in effecting the assignment
          referred to above.

         

        (c) In
          connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
          expense, within thirty (30) days after the Closing Date, the MERS® System to
          indicate that such Mortgage Loans have been assigned by the Seller to the
          Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
          for the benefit of the Certificateholders by including (or deleting, in
          the case
          of Mortgage Loans which are repurchased in accordance with this Agreement)
          in
          such computer files (a) the code in the field which identifies the specific
          Trustee and (b) the code in the field “Pool Field” which identifies the series
          of the Certificates issued in connection with such Mortgage Loans. The
          Seller
          further agrees that it will not, and will not permit the Servicers to,
          alter the
          codes referenced in this paragraph with respect to any Mortgage Loan during
          the
          term of the Pooling and Servicing Agreement unless and until such Mortgage
          Loan
          is repurchased in accordance with the terms of the Pooling and Servicing
          Agreement. 

        


        (d) Acceptance
          of Mortgage Loans.
          The
          documents delivered pursuant to Section 4(b) hereof shall be reviewed by
          the
          Purchaser or any assignee, transferee or designee of the Purchaser at any
          time
          before or after the Closing Date (and with respect to each document permitted
          to
          be delivered after the Closing Date, within seven (7) days of its delivery)
          to
          ascertain that all required documents have been executed and received and
          that
          such documents relate to the Mortgage Loans identified on the Mortgage
          Loan
          Schedule.

        


        (e) Transfer
          of Interest in Agreements.
          The
          Purchaser has the right to assign its interest under this Agreement, in
          whole or
          in part, to the Trustee, as may be required to effect the purposes of the
          Pooling and Servicing Agreement, without the consent of the Seller, and
          the
          assignee shall succeed to the rights and obligations hereunder of the Purchaser.
          Any expense reasonably incurred by or on behalf of the Purchaser or the
          Trustee
          in connection with enforcing any obligations of the Seller under this Agreement
          will be promptly reimbursed by the Seller.

        


        SECTION
          5.   Examination
          of Mortgage Files.
          

        


        (a)  On
          or
          before the Mortgage File Delivery Date, the Seller will have made the Mortgage
          Files available to the Purchaser or its agent for examination which may
          be at
          the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
          that the Purchaser or its agent has conducted or has failed to conduct
          any
          partial or complete examination of the Mortgage Files shall not affect
          the
          Purchaser’s rights to demand cure, repurchase, substitution or other relief as
          provided in this Agreement. In furtherance of the foregoing, the Seller
          shall
          make the Mortgage Files available to the Purchaser or its agent from time
          to
          time so as to permit the Purchaser to confirm the Seller’s compliance with the
          delivery and recordation requirements of this Agreement and the Pooling
          and
          Servicing Agreement. In addition, upon request of the Purchaser, the Seller
          agrees to provide to the Purchaser, the Underwriters and to any investors
          or
          prospective investors in the Certificates information regarding the Mortgage
          Loans (which may be at the offices of the Seller and/or the Seller’s custodian)
          and to make available personnel knowledgeable about the Mortgage Loans
          for
          discussions with the Purchaser, the Underwriters and such investors or
          prospective investors, upon reasonable request during regular business
          hours,
          sufficient to permit the Purchaser, the Underwriters and such investors
          or
          potential investors to conduct such due diligence as any such party reasonably
          believes is appropriate.

        


        (b)  Pursuant
          to the Pooling and Servicing Agreement, on the Closing Date the Custodian
          on
          behalf of the Trustee, for the benefit of the Certificateholders, will
          review
          items of the Mortgage Files as set forth on Exhibit
          1
          and will
          deliver to the Seller a certification in the form attached as Exhibit 1
          to the
          Custodial Agreement.

        


        (c)  Pursuant
          to the Pooling and Servicing Agreement, the Trustee or the Custodian, on
          behalf
          of the Trustee, will review the Mortgage Files within 180 days of the Closing
          Date and will deliver to the Seller a final certification substantially
          in the
          form of Exhibit 2 to the Custodial Agreement. If the Custodian is unable
          to
          deliver a final certification with respect to the items listed in Exhibit
          2
          due to
          any document that is missing, has not been executed or is unrelated, determined
          on the basis of the Mortgagor name, original principal balance and loan
          number,
          to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
          “Material
          Defect”),
          pursuant to Section 6 of the Custodial Agreement, the Custodian will notify
          the
          Trustee of such Material Defect and the Trustee shall notify the Seller
          of such
          Material Defect. The Seller shall correct or cure any such Material Defect
          within ninety (90) days from the date of notice from the Trustee of the
          Material
          Defect and if the Seller does not correct or cure such Material Defect
          within
          such period and such defect materially and adversely affects the interests
          of
          the Certificateholders in the related Mortgage Loan, the Seller will, in
          accordance with the terms of the Pooling and Servicing Agreement, within
          ninety
          (90) days of the date of notice, provide the Trustee with a Replacement
          Mortgage
          Loan (if within two (2) years of the Closing Date) or purchase the related
          Mortgage Loan at the applicable Purchase Price; provided,
          however,
          that if
          such defect relates solely to the inability of the Seller to deliver the
          original security instrument or intervening assignments thereof or a certified
          copy because the originals of such documents or such certified copy have
          not
          been returned by the applicable jurisdiction, then the Seller shall not
          be
          required to repurchase such Mortgage Loan if the Seller delivers such original
          documents or certified copy promptly upon receipt, but in no event later
          than
          360 days after the Closing Date. The foregoing repurchase obligation shall
          not
          apply in the event that the Seller cannot deliver such original or copy
          of any
          document submitted for recording to the appropriate recording office in
          the
          applicable jurisdiction because such document has not been returned by
          such
          office; provided that the Seller shall instead deliver a recording receipt
          of
          such recording office or, if such receipt is not available, a certificate
          of the
          Seller or a Servicing Officer confirming that such documents have been
          accepted
          for recording, and delivery to the Trustee shall be effected by the Seller
          within thirty (30) days of its receipt of the original recorded
          document.

        


        (d)  At
          the
          time of any substitution, the Seller shall deliver or cause to be delivered
          the
          Replacement Mortgage Loan, the related Mortgage File and any other documents
          and
          payments required to be delivered in connection with a substitution pursuant
          to
          the Pooling and Servicing Agreement. At the time of any purchase or
          substitution, the Trustee shall (i) assign to the Seller and cause the
          Custodian, on behalf of the Trustee, to release the documents (including,
          but
          not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
          File) in the possession of the Custodian, on behalf of the Trustee, relating
          to
          the Deleted Mortgage Loan and (ii) execute and deliver such instruments
          of
          transfer or assignment, in each case without recourse, as shall be necessary
          to
          vest in the Seller title to such Deleted Mortgage Loan.

        


        SECTION
          6. Recordation
          of Assignments of Mortgage.

        


        (a) The
          Seller will, promptly after the Closing Date, cause each Mortgage and each
          assignment of Mortgage from the Seller to the Trustee, and all unrecorded
          intervening assignments, if any, delivered on or prior to the Closing Date,
          to
          be recorded in all recording offices in the jurisdictions where the related
          Mortgaged Properties are located; provided,
          however,
          the
          Seller need not cause to be recorded any assignment for which (a) the related
          Mortgaged Property is located in any jurisdiction under the laws of which,
          as
          evidenced by an Opinion of Counsel delivered by the Seller to the Trustee
          and
          the Rating Agencies, the recordation of such assignment is not necessary
          to
          protect the Trustee’s interest in the related Mortgage Loan or (b) MERS is
          identified on the Mortgage or on a properly recorded assignment of the
          Mortgage
          as mortgagee of record solely as nominee for Seller and its successors
          and
          assigns; provided,
          however,
          notwithstanding the delivery of any Opinion of Counsel, each assignment
          of
          Mortgage shall be submitted for recording by the Seller in the manner described
          above, at no expense to the Trust Fund or Trustee, upon the earliest to
          occur of
          (i) reasonable direction by the Holders of Certificates evidencing Percentage
          Interests aggregating not less than twenty-five percent (25%) of the Trust,
          (ii)
          the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
          insolvency or foreclosure relating to the Seller, (iv) the occurrence of
          a
          servicing transfer as described in Section 8.02 of the Pooling and Servicing
          Agreement or (v) with respect to any assignment of Mortgage, the occurrence
          of a
          bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
          related Mortgage.

        


        (b) While
          each such Mortgage or assignment is being recorded, if necessary, the Seller
          shall leave or cause to be left with the Custodian, on behalf of the Trustee,
          a
          certified copy of such Mortgage or assignment. In the event that, within
          180
          days of the Closing Date, the Trustee has not been provided with an Opinion
          of
          Counsel as described above or received evidence of recording with respect
          to
          each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
          or as
          set forth above and the related Mortgage Loan is not a MOM Loan, the failure
          to
          provide evidence of recording or such Opinion of Counsel shall be considered
          a
          Material Defect, and the provisions of Section 5(c) and (d) shall apply.
          All
          customary recording fees and reasonable expenses relating to the recordation
          of
          the assignments of mortgage to the Trustee or the Opinion of Counsel, as
          the
          case may be, shall be borne by the Seller.

        


        SECTION
          7. Representations,
          Warranties and Covenants of the Seller.

        


        The
          Seller hereby represents and warrants to the Purchaser, as of the date
          hereof
          and as of the Closing Date, and covenants, that:

        


        (i) The
          Seller is a corporation duly organized, validly existing and in good standing
          under the laws of the State of Delaware and is qualified and in good standing
          to
          do business in each jurisdiction where such qualification is necessary,
          except
          where the failure to so qualify would not reasonably be expected to have
          a
          material adverse effect on the Seller’s business as presently conducted or on
          the Seller’s ability to enter into this Agreement and to consummate the
          transactions contemplated hereby.

        


        (ii) The
          Seller 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 Purchaser, constitutes
          a legal, valid and binding obligation of the Seller, enforceable against
          it in
          accordance with its terms except as the enforceability thereof may be limited
          by
          bankruptcy, insolvency or reorganization or by general principles of
          equity.

        


        (iii) The
          execution, delivery and performance of this Agreement by the Seller (x)
          does not
          conflict and will not conflict with, does not breach and will not result
          in a
          breach of and does not constitute and will not constitute a default (or
          an
          event, which with notice or lapse of time or both, would constitute a default)
          under (A) any terms or provisions of the organizational documents of the
          Seller,
          (B) any term or provision of any material agreement, contract, instrument
          or
          indenture, to which the Seller is a party or by which the Seller or any
          of its
          property is bound, or (C) any law, rule, regulation, order, judgment, writ,
          injunction or decree of any court or governmental authority having jurisdiction
          over the Seller or any of its property and (y) does not create or impose
          and
          will not result in the creation or imposition of any lien, charge or encumbrance
          which would have a material adverse effect upon the Mortgage Loans or any
          documents or instruments evidencing or securing the Mortgage Loans.

        


        (iv) No
          consent, approval, authorization or order of, registration or filing with,
          or
          notice on behalf of the Seller to any governmental authority or court is
          required, under federal laws or the laws of the State of New York, for
          the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation by the Seller of any other
          transaction contemplated hereby and by the Pooling and Servicing Agreement;
          provided, however, that the Seller makes no representation or warranty
          regarding
          federal or state securities laws in connection with the sale or distribution
          of
          the Certificates.

        


        (v) This
          Agreement does not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained herein
          not
          misleading. The written statements, reports and other documents prepared
          and
          furnished or to be prepared and furnished by the Seller pursuant to this
          Agreement or in connection with the transactions contemplated hereby taken
          in
          the aggregate do not contain any untrue statement of material fact or omit
          to
          state a material fact necessary to make the statements contained therein
          not
          misleading.

        


        (vi) The
          Seller is not in violation of, and the execution and delivery of this Agreement
          by the Seller and its performance and compliance with the terms of this
          Agreement will not constitute a violation with respect to, any order or
          decree
          of any court or any order or regulation of any federal, state, municipal
          or
          governmental agency having jurisdiction over the Seller or its assets,
          which
          violation might have consequences that would materially and adversely affect
          the
          condition (financial or otherwise) or the operation of the Seller or its
          assets
          or might have consequences that would materially and adversely affect the
          performance of its obligations and duties hereunder.

        


        (vii) The
          Seller does not believe, nor does it have any reason or cause to believe,
          that
          it cannot perform each and every covenant contained in this
          Agreement.

        


        (viii) Immediately
          prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
          the Seller was the owner of the related Mortgage and the indebtedness evidenced
          by the related Mortgage Note, and, upon the payment to the Seller of the
          Purchase Price, in the event that the Seller retains or has retained record
          title, the Seller shall retain such record title to each Mortgage, each
          related
          Mortgage Note and the related Mortgage Files with respect thereto in trust
          for
          the Purchaser as the owner thereof from and after the date hereof.

        


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

        


        (x) The
          consummation of the transactions contemplated by this Agreement are in
          the
          ordinary course of business of the Seller, and the transfer, assignment
          and
          conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
          to
          this Agreement are not subject to the bulk transfer or any similar statutory
          provisions in effect in any relevant jurisdiction, except any as may have
          been
          complied with.

        


        (xi) The
          Seller has not dealt with any broker, investment banker, agent or other
          person,
          except for the Purchaser or any of its affiliates, that may be entitled
          to any
          commission or compensation in connection with the sale of the Mortgage
          Loans
          (except that an entity that previously financed the Seller’s ownership of the
          Mortgage Loans may be entitled to a fee to release its security interest
          in the
          Mortgage Loans, which fee shall have been paid and which security interest
          shall
          have been released on or prior to the Closing Date).

        


        (xii) There
          is
          no litigation currently pending or, to the best of the Seller’s knowledge
          without independent investigation, threatened against the Seller that would
          reasonably be expected to adversely affect the transfer of the Mortgage
          Loans,
          the issuance of the Certificates or the execution, delivery, performance
          or
          enforceability of this Agreement, or that would result in a material adverse
          change in the financial condition of the Seller.

        


        (xiii) The Seller
          is a HUD approved mortgagee pursuant to Section 203 of the National Housing
          Act.

        


        SECTION
          8.  Representations
          and Warranties of the Seller Relating to the Mortgage Loans.

        


        The
          Seller hereby represents and warrants to the Purchaser that as to each
          Mortgage
          Loan as of the Closing Date:

        


        (i) Information
          provided to the Rating Agencies, including the loan level detail set forth
          on
          the Mortgage Loan Schedule, is true and correct according to the Rating
          Agency
          requirements;

        


        (ii) No
          fraud
          has taken place on the part of the Mortgagor or any other party involved
          in the
          origination or servicing of the Mortgage Loan;

        


        (iii) No
          Monthly Payment required to be made under any Mortgage Loan is more than
          thirty
          (30) days delinquent;

        


        (iv) Neither
          the Seller nor the related originator of the Mortgage Loan has advanced
          any
          Monthly Payment required under the terms of the Mortgage Note;

        


        (v) There
          are
          no delinquent taxes, assessment liens or insurance premiums affecting the
          related Mortgaged Property;

        


        (vi) The
          terms
          of the Mortgage Note and the Mortgage have not been materially impaired,
          waived,
          altered or modified in any respect, except by written instruments, recorded
          in
          the applicable public recording office if necessary to maintain the lien
          priority of the Mortgage. The substance of any such waiver, alteration
          or
          modification has been approved by the title insurer, to the extent required
          by
          the related policy. No Mortgagor has been released, in whole or in part,
          except
          in connection with an assumption agreement (approved by the title insurer
          to the
          extent required by the policy);

        


        (vii) The
          Mortgaged Property is insured against loss by fire and hazards of extended
          coverage (excluding earthquake insurance) in an amount which is at least
          equal
          to the lesser of (i) the amount necessary to compensate for any damage
          or loss
          to the improvements which are a part of such property on a replacement
          cost
          basis or (ii) the outstanding principal balance of the Mortgage Loan. If
          the
          Mortgaged Property is in an area identified on a flood hazard map or flood
          insurance rate map issued by the Federal Emergency Management Agency as
          having
          special flood hazards (and such flood insurance has been made available),
          a
          flood insurance policy meeting the requirements of the current guidelines
          of the
          Federal Insurance Administration is in effect. All such insurance policies
          contain a standard mortgagee clause naming the originator of the Mortgage
          Loan,
          its successors and assigns as mortgagee and the Seller has not engaged
          in any
          act or omission which would impair the coverage of any such insurance policies.
          Except as may be limited by applicable law, the Mortgage obligates the
          Mortgagor
          thereunder to maintain all such insurance at the Mortgagor's cost and expense,
          and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
          to maintain such insurance at Mortgagor's cost and expense and to seek
          reimbursement therefor from the Mortgagor;

        


        (viii) Any
          and
          all requirements of any federal, state or local law including, without
          limitation, usury, truth in lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity, fair housing, predatory, fair
          lending or disclosure laws applicable to the origination and servicing
          of the
          Mortgage Loans have been complied with in all material respects, and the
          consummation of the transactions contemplated hereby will not involve the
          violation of any such laws;

        


        (ix) The
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, cancellation, subordination, rescission
          or
          release;

        


        (x) 
          The
          Mortgage was recorded or was submitted for recording in accordance with
          all
          applicable laws and is a valid, existing and enforceable perfected first
          lien on
          the Mortgaged Property including all improvements on the Mortgaged Property,
          subject only to (a) the lien of the current real property taxes and (b)
          covenants, conditions and restrictions, rights of way and
          easements;

        


        (xi) The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, insured under the related
          title
          policy, and enforceable in accordance with its terms, except to the extent
          that
          the enforceability thereof may be limited by a bankruptcy, insolvency or
          reorganization;

        


        (xii) The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has the full right to convey, transfer and sell the
          Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
          lien,
          pledge, charge, claim or security interest and immediately upon the sale,
          assignment and endorsement of the Mortgage Loans from the Seller to the
          Purchaser, the Purchaser shall have good and indefeasible title to and
          be the
          sole legal owner of the Mortgage Loans subject only to any encumbrance,
          equity,
          lien, pledge, charge, claim or security interest arising out of the Purchaser’s
          actions;

        


        (xiii) Each
          Mortgage Loan is covered by a valid and binding American Land Title Association
          lender's title insurance policy issued by a title insurer qualified to
          do
          business in the jurisdiction where the Mortgaged Property is located, which
          title insurance policy is generally acceptable to Fannie Mae and Freddie
          Mac. No
          claims have been filed under such lender's title insurance policy, and
          the
          Seller has not done, by act or omission, anything that would impair the
          coverage
          of the lender's title insurance policy;

        


        (xiv) There
          is
          no material default, breach, violation event or event of acceleration existing
          under the Mortgage or the Mortgage Note and no event which, with the passage
          of
          time or with notice and the expiration of any grace or cure period, would
          constitute a material default, breach, violation or event of acceleration,
          and
          the Seller has not, nor has its predecessors, waived any material default,
          breach, violation or event of acceleration;

        


        (xv) There
          are
          no mechanics' or similar liens or claims which have been filed for work,
          labor
          or material provided to the related Mortgaged Property prior to the origination
          of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
          with, the lien of the related Mortgage, except as may be disclosed in the
          related title policy;

        


        (xvi) Except
          with respect to approximately 8.70% of the Group I Mortgage Loans and
          approximately 4.15% of the Group II Mortgage Loans, by aggregate principal
          balance as of the Cut-off Date, which are balloon loans and approximately
          41.94%
          of the Group I Mortgage Loans and approximately 84.47% of the Group II
          Mortgage
          Loans by aggregate principal balance as of the Cut-off Date, which are
          interest
          only loans, each Mortgage Note is payable on the first day of each month
          in
          equal monthly installments of principal and interest (subject to adjustment
          in
          the case of the adjustable rate Mortgage Loans), with interest calculated
          on a
          30/360 basis and payable in arrears, sufficient to amortize the Mortgage
          Loan
          fully by the stated maturity date over an original term from commencement
          of
          amortization to not more than forty (40) years. No Mortgage Loan permits
          negative amortization;

        


        (xvii) The
          servicing practices used in connection with the servicing of the Mortgage
          Loans
          have been in all respects reasonable and customary in the mortgage servicing
          industry of like mortgage loan servicers, servicing mortgage loans similar
          to
          the Mortgage Loans in the same jurisdiction as the Mortgaged
          Property;

        


        (xviii) To
          the
          best of the Seller’s knowledge, there is no proceeding pending for the total or
          partial condemnation of the Mortgaged Property;

        


        (xix) The
          Mortgage and related Mortgage Note contain customary and enforceable provisions
          such as to render the rights and remedies of the holder thereof adequate
          for the
          realization against the Mortgaged Property of the benefits of the security
          provided thereby, including, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee's sale, and (b) otherwise by judicial
          foreclosure;

        


        (xx) The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the related Mortgage referred to in subsection (x) above;

        


        (xxi) In
          the
          event the Mortgage constitutes a deed of trust, a trustee, duly qualified
          under
          applicable law to serve as such, has been properly designated and currently
          so
          serves and is named in the Mortgage, and no fees or expenses are or will
          become
          payable by the Seller to the trustee under the deed of trust, except in
          connection with a trustee's sale after default by the Mortgagor;

        


        (xxii) The
          Mortgage Loan is not subject to any valid right of rescission, set-off,
          counterclaim or defense, including without limitation the defense of usury,
          nor
          will the operation of any of the terms of the Mortgage Note or the Mortgage,
          or
          the exercise of any right thereunder, render either the Mortgage Note or
          the
          Mortgage unenforceable, in whole or in part, or subject to any such right
          of
          rescission, set-off, counterclaim or defense, including without limitation
          the
          defense of usury, and no such right of rescission, set-off, counterclaim
          or
          defense has been asserted with respect thereto;

        


        (xxiii) The
          Mortgaged Property is free of material damage and in good repair, excepting
          therefrom any Mortgage Loan subject to an escrow withhold as shown on the
          Mortgage Loan Schedule;

        


        (xxiv) All
          of
          the improvements which were included in determining the appraised value
          of the
          Mortgaged Property lie wholly within the Mortgaged Property's boundary
          lines and
          no improvements on adjoining properties encroach upon the Mortgaged Property,
          excepting therefrom: (i) any encroachment insured against in the lender's
          title
          insurance policy identified in clause (xiii) above, (ii) any encroachment
          generally acceptable to mortgage loan originators doing business in the
          same
          jurisdiction as the Mortgaged Property, and (iii) any encroachment which
          does
          not materially interfere with the benefits of the security intended to
          be
          provided by such Mortgage;

        


        (xxv) All
          parties to the Mortgage Note had the legal capacity to execute the Mortgage
          Note
          and the Mortgage, and the Mortgage Note and the Mortgage have been duly
          executed
          by such parties;

        


        (xxvi) To
          the
          best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
          no appraised improvement located on or being part of the Mortgaged Property
          was
          in violation of any applicable zoning law or regulation and all inspections,
          licenses and certificates required in connection with the origination of
          any
          Mortgage Loan with respect to the occupancy of the Mortgaged Property,
          have been
          made or obtained from the appropriate authorities;

        


        (xxvii) No
          Mortgagor has notified the Seller of any relief requested or allowed under
          the
          Servicemembers Civil Relief Act;

        


        (xxviii) All
          parties which have held an interest in the Mortgage Loan are (or during
          the
          period in which they held and disposed of such interest, were) (1) in compliance
          with any and all applicable licensing requirements of the state wherein
          the
          Mortgaged Property is located, (2) organized under the laws of such state,
          (3)
          qualified to do business in such state, (4) a federal savings and loan
          association or national bank, (5) not doing business in such state, or
          (6)
          exempt from the applicable licensing requirements of such state;

        


        (xxix) The
          Mortgage File contains an appraisal of the related Mortgaged Property which
          was
          made prior to the approval of the Mortgage Loan by a qualified appraiser,
          duly
          appointed by the related originator and was made in accordance with the
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
          the
          Uniform Standards of Professional Appraisal Practice;

        


        (xxx) Except
          as
          may otherwise be limited by applicable law, the Mortgage contains an enforceable
          provision for the acceleration of the payment of the unpaid principal balance
          of
          the Mortgage Loan in the event that the Mortgaged Property is sold or
          transferred without the prior written consent of the Mortgagee
          thereunder;

        


        (xxxi) The
          Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially
          paid with
          funds deposited in a separate account established by the related originator,
          the
          Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
          than
          the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
          the Mortgage loan does not have a shared appreciation or other contingent
          interest feature;

        


        (xxxii) To
          the
          best of the Seller’s knowledge there is no action or proceeding directly
          involving the Mortgaged Property presently pending in which compliance
          with any
          environmental law, rule or regulation is at issue and the Seller has received
          no
          notice of any condition at the Mortgaged Property which is reasonably likely
          to
          give rise to an action or proceeding in which compliance with any environmental
          law, rule or regulation is at issue;

        


        (xxxiii) Each
          Mortgage Loan is an obligation which is principally secured by an interest
          in
          real property within the meaning of Treasury Regulation section 1.860G-2(a);
          

        


        (xxxiv) Each
          Mortgage Loan is directly secured by a first lien on, and consists of a
          single
          parcel of, real property with a detached one-to-four family residence erected
          thereon, a townhouse or an individual condominium unit in a condominium
          project,
          or an individual unit in a planned unit development (“PUD”). No residence or
          dwelling is a leasehold, mobile home or a manufactured dwelling unless
          it is an
          Acceptable Manufactured Dwelling. An “Acceptable Manufactured Dwelling” is a
          manufactured dwelling, which is permanently affixed to a foundation and
          treated
          as “real estate” under applicable law. No Mortgaged Property is used for
          commercial purposes. Mortgaged Properties which contain a home office shall
          not
          be considered as being used for commercial purposes as long as the Mortgaged
          Property has not been altered for commercial purposes and is not storing
          any
          chemicals or raw materials other than those commonly used for homeowner
          repair,
          maintenance and/or household purposes;

        


        (xxxv) The
          Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
          Rate Mortgage Loans is subject to adjustment at the time and in the amounts
          as
          are set forth in the related Mortgage Note; 

        


        (xxxvi)
          [Reserved];

        


        (xxxvii)
          To the best of the Seller’s knowledge, the servicer for each Mortgage Loan has
          accurately and fully reported its borrower credit files to each of the
          credit
          repositories in a timely manner;

        


        (xxxviii)
          No Mortgage Loan is subject to the Home Ownership and Equity Protection
          Act of
          1994 (“HOEPA”) or any comparable law and no Mortgage Loan is classified and/or
          defined as a “high cost”, “covered”, (excluding home loans defined as “covered
          home loans” in the New Jersey Home Ownership Security Act of 2002 that were
          originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other federal, state or local law or regulation or
          ordinance (or a similarly classified loan using different terminology under
          a
          law imposing heightened regulatory scrutiny or additional legal liability
          for
          residential mortgage loans having high interest rates, points and/or
          fees);

        


        (xxxix) No
          Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
          a manner so as to affect adversely the interests of the Purchaser;

        


        (xl) Each
          Mortgage File contains a full appraisal on form 1004 or 2055 with an interior
          inspection (or the equivalent form for two-to four-family and investor
          properties), or on a similar alternate form which includes substantially
          similar
          information to that required such forms, as applicable;

        


        (xli) Each
          Mortgage Loan is and will be a mortgage loan arising out of the originator’s
          practice in accordance with the originator’s underwriting
          guidelines;

        


        (xlii) 
          As of
          the Closing Date, the Seller has no knowledge of any fact that should lead
          it to
          expect that the Mortgage Loan will not be paid in full when due;

        


        (xliii) No
          Mortgage Loan is a “high cost loan” or a “covered loan”, as applicable (as such
          terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
          Glossary Revised, Appendix E;

        


        (xliv) No
          Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
          is
          governed by the Georgia Fair Lending Act;

         

        (xlv) The
          information set forth in the applicable part of the Mortgage Loan Schedule
          relating to the existence of a Prepayment Charge is complete, true and
          correct
          in all material respects at the date or dates on which such information
          is
          furnished respecting with such information is furnished, and each Prepayment
          Charge is permissible and enforceable in accordance with its terms upon
          the
          Mortgagor's full and voluntary principal prepayment under applicable federal,
          state or local law, except to the extent that: (1) the enforceability thereof
          may be limited by bankruptcy, insolvency, moratorium, receivership and
          other
          similar laws relating to creditors' rights; (2) the collectability thereof
          may
          be limited due to acceleration in connection with a foreclosure or other
          involuntary prepayment; or (3) subsequent changes in applicable law may
          limit or
          prohibit enforceability thereof;

         

        (xlvi) With
          respect to each Group II-1 Mortgage Loan, no Mortgagor obtained a prepaid
          single-premium credit-life, credit disability, credit unemployment or credit
          property insurance policy in connection with the origination of such Group
          II-1
          Mortgage Loan;

         

        (xlvii) With
          respect to any Group II-1 Mortgage Loan originated on or after August 1,
          2004,
          neither the related Mortgage nor the related Mortgage Note requires the
          Mortgagor to submit to arbitration to resolve any dispute arising out of
          or
          relating in any way to the Mortgage Loan transaction;

         

        (xlviii) With
          respect to the Group II-1 Mortgage Loans, the Mortgagor was not encouraged
          or
          required to select a mortgage loan product offered by such Mortgage Loan’s
          originator which is a higher cost product designed for less creditworthy
          borrowers, taking into account such facts as, without limitation, the Mortgage
          Loan’s requirements and the Mortgagor’s credit history, income, assets and
          liabilities and any such Mortgagor who sought financing through such
          originator’s higher-priced lending channel was directed towards or offered the
          such originator’s standard mortgage line if such Mortgagor qualified for one of
          the standard products;

         

        (xlix) With
          respect to the Group II-1 Mortgage Loans, the methodology used in underwriting
          the extension of credit for each Mortgage Loan did not rely solely on the
          extent
          of the Mortgagor’s equity in the collateral as the principal determining factor
          in approving such extension of credit. The methodology employed objective
          criteria such as the Mortgagor’s income, assets and liabilities, to the proposed
          mortgage payment and, based on such methodology, the Group II-1 Mortgage
          Loan’s
          originator made a reasonable determination that at the time of origination
          the
          Mortgagor had the ability to make timely payments on such Group II-1 Mortgage
          Loan;

         

        (l) With
          respect to Group II-1 Mortgage Loans, no Mortgagor was charged “points and fees”
in an amount greater than (a) $1,000 or (b) 5% of the principal amount
          of such
          Group II-1 Mortgage Loan, whichever is greater. For purposes of this
          representation, “points and fees” (x) include origination, underwriting, broker
          and finder’s fees and charges that the lender imposed as a condition of making
          such Group II-1 Mortgage Loan, whether they are paid to the lender or a
          third
          party; and (y) exclude bona fide discount points, fees paid for actual
          services
          rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
          surveys, title examinations and extracts, flood and tax certifications,
          and home
          inspections); the cost of mortgage insurance or credit-risk price adjustments;
          the costs of title, hazard, and flood insurance policies; state and local
          transfer taxes or fees; escrow deposits for the future payment of taxes
          and
          insurance premiums; and other miscellaneous fees and charges, which
          miscellaneous fees and charges, in total, do not exceed 0.25 percent of
          the loan
          amount;

         

        (li) With
          respect to any Group II-1 Mortgage Loan that contains a provision permitting
          imposition of a penalty upon a prepayment prior to maturity: (i) the Mortgage
          Loan provides some benefit to the Mortgagor (e.g. a rate or fee reduction)
          in
          exchange for accepting such prepayment penalty, (ii) such Mortgage Loan’s
          originator had a written policy of offering the Mortgagor, or requiring
          third-party brokers to offer the Mortgagor the option of obtaining a mortgage
          loan that did not require payment of such a prepayment penalty, (iii) the
          prepayment penalty was adequately disclosed to the Mortgagor pursuant to
          applicable state and federal law, (iv) no Group II-1 Mortgage Loan originated
          on
          or after October 1, 2002 will provide for a prepayment penalty for a term
          in
          excess of three years and any Group II-1 Mortgage Loan originated prior
          to such
          date will not provide for prepayment penalties for a term in excess of
          five
          years; in each case unless such Mortgage Loan was modified to reduce the
          prepayment period to no more than three years from the date of the Mortgage
          Note
          and the Mortgagor was notified in writing of such reduction in prepayment
          period, and (v) such prepayment penalty shall not be imposed in any instance
          where the mortgage debt is accelerated or paid off in connection with the
          workout of a delinquent Group II-1 Mortgage Loan due to the Mortgagor’s default
          notwithstanding that the terms of such Group II-1 Mortgage Loan or state
          or
          federal law might permit the imposition of such penalty;

         

        (lii) The
          related Servicer for each Group II-1 Mortgage Loan has fully furnished,
          in
          accordance with the Fair Credit Reporting Act and its implementing regulations,
          accurate and complete information (i.e., favorable and unfavorable) on
          its
          borrower credit files to Equifax, Experian, and Trans Union Credit Information
          Company (three of the credit repositories), on a monthly basis;

         

        (liii) With
          respect to any Group II-1 Mortgage Loan, the related residential dwelling
          is not
          a manufactured housing unit;

         

        (liv) With
          respect to Group II-1 Mortgage Loans, no Mortgage Loan originated on or
          after
          January 1, 2005, which is a “high cost home loan” as defined under the Indiana
          Home Loan Practices Act (I.C. 24-9);

         

        (lv) No
          Group
          II-1 Mortgage Loan was originated more than one year prior to the Closing
          Date;
          and

         

        (lvi) No
          Group
          II-1 Mortgage Loan has an “annual percentage rate” or “total points and fees”
payable by the borrower (as each such term is defined under HOEPA) that
          equal or
          exceed the applicable thresholds defined under HOEPA (Section 32 of Regulation
          Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)).

        


        SECTION
          9. Repurchase
          Obligation for Defective Documentation and for Breach of Representation
          and
          Warranty.

        


        (a)  The
          representations and warranties contained in Section 8 shall not be impaired
          by
          any review and examination of loan files or other documents evidencing
          or
          relating to the Mortgage Loans or any failure on the part of the Seller
          or the
          Purchaser to review or examine such documents and shall inure to the benefit
          of
          any assignee, transferee or designee of the Purchaser, including the Trustee
          for
          the benefit of the Certificateholders. With respect to the representations
          and
          warranties contained herein as to which the Seller has no knowledge, if
          it is
          discovered that the substance of any such representation and warranty was
          inaccurate as of the date such representation and warranty was made or
          deemed to
          be made, and such inaccuracy materially and adversely affects the value
          of the
          related Mortgage Loan or the interest therein of the Purchaser or the
          Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
          knowledge by the Seller with respect to the substance of such representation
          and
          warranty being inaccurate at the time the representation and warranty was
          made,
          the Seller shall take such action described in the following paragraph
          in
          respect of such Mortgage Loan. Notwithstanding anything to the contrary
          contained herein, any breach of a representation or warranty contained
          in
          clauses (viii), (xxxviii), (xliii), (xliv), (xlvi), (xlvii), (xlviii),
          (xlix),
          (l), (li), (lii), (liii), (liv), (lv) and/or (lvi), of Section 8 above,
          shall be
          automatically deemed to affect materially and adversely the interests of
          the
          Purchaser or the Purchaser’s assignee, transferee or designee.

        


        Upon
          discovery by the Seller, the Purchaser or any assignee, transferee or designee
          of the Purchaser of any materially defective document in, or that any material
          document was not transferred by the Seller (as listed on an exception report
          attached to the initial certification prepared by the Custodian, on behalf
          of
          the Trustee), or of a breach of any of the representations and warranties
          contained in Section 8 that materially and adversely affects the value
          of any
          Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
          assignee, transferee or designee, the party discovering such breach shall
          give
          prompt written notice to the Seller. Within 90 days of its discovery or
          its
          receipt of notice of any such missing documentation that was not transferred
          by
          the Seller as described above, or of materially defective documentation,
          or
          within 90 days of any such breach of a representation and warranty, the
          Seller
          promptly shall deliver such missing document or cure such defect or breach
          in
          all material respects or, in the event the Seller cannot deliver such missing
          document or cannot cure such defect or breach, the Seller shall, within
          90 days
          of its discovery or receipt of notice of any such missing or materially
          defective documentation or within 90 days of any such breach of a representation
          and warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
          Price (as such term is defined in the Pooling and Servicing Agreement)
          or (ii)
          pursuant to the provisions of the Pooling and Servicing Agreement, cause
          the
          removal of such Mortgage Loan from the Trust Fund and substitute one or
          more
          Replacement Mortgage Loans. The Seller shall amend the Closing Schedule
          to
          reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
          and the Pooling and Servicing Agreement. The Seller shall deliver to the
          Purchaser such amended Closing Schedule and shall deliver such other documents
          as are required by this Agreement or the Pooling and Servicing Agreement
          within
          five (5) days of any such amendment. Any repurchase pursuant to this Section
          9(a) shall be accomplished by transfer to an account designated by the
          Purchaser
          of the amount of the Purchase Price in accordance with Section 2.03 of
          the
          Pooling and Servicing Agreement. Any repurchase required by this Section
          shall
          be made in a manner consistent with Section 2.03 of the Pooling and Servicing
          Agreement. 

        


        (b)  If
          the
          representation made by the Seller in Section 8(xlv) is breached, the Seller
          shall not have the right or obligation to cure, substitute or repurchase
          the
          affected Mortgage Loan but shall remit to the Servicer servicing such Mortgage
          Loan for deposit in the Collection Account, prior to the next succeeding
          Servicer Remittance Date, the amount of the Prepayment Charge indicated
          on the
          applicable part of the Mortgage Loan Schedule to be due from the Mortgagor
          in
          the circumstances less any amount collected and remitted to such Servicer
          for
          deposit into the Collection Account.

        


        (c)  It
          is
          understood and agreed that the obligations of the Seller set forth in this
          Section 9 to cure or repurchase a defective Mortgage Loan (and to make
          payments
          pursuant to Section 9(b)) constitute the sole remedies of the Purchaser
          against
          the Seller respecting a missing document or a breach of the representations
          and
          warranties contained in Section 8. 

        


        SECTION
          10. Closing;
          Payment for the Mortgage Loans. The
          closing of the purchase and sale of the Mortgage Loans shall be held at
          the New
          York City office of Thacher Proffitt & Wood LLP
          at
          10:00
          a.m. New York City time on the Closing Date.

        


        The
          closing shall be subject to each of the following conditions:

        


        (a) All
          of
          the representations and warranties of the Seller under this Agreement shall
          be
          true and correct in all material respects as of the date as of which they
          are
          made and no event shall have occurred which, with notice or the passage
          of time,
          would constitute a default under this Agreement;

        


        (b) The
          Purchaser shall have received, or the attorneys of the Purchaser shall
          have
          received in escrow (to be released from escrow at the time of closing),
          all
          Closing Documents as specified in Section 11 of this Agreement, in such
          forms as
          are agreed upon and acceptable to the Purchaser, duly executed by all
          signatories other than the Purchaser as required pursuant to the respective
          terms thereof;

        


        (c) The
          Seller shall have delivered or caused to be delivered and released to the
          Purchaser or to its designee, all documents (including without limitation,
          the
          Mortgage Loans) required to be so delivered by the Purchaser pursuant to
          Section
          2.01 of the Pooling and Servicing Agreement; and

        


        (d) All
          other
          terms and conditions of this Agreement and the Pooling and Servicing Agreement
          shall have been complied with.

        


        Subject
          to the foregoing conditions, the Purchaser shall deliver or cause to be
          delivered to the Seller on the Closing Date, against delivery and release
          by the
          Seller to the Trustee of all documents required pursuant to the Pooling
          and
          Servicing Agreement, the consideration for the Mortgage Loans as specified
          in
          Section 3 of this Agreement.

        


        SECTION
          11. Closing
          Documents.
          Without
          limiting the generality of Section 10 hereof, the closing shall be subject
          to
          delivery of each of the following documents:

        


        (a) An
          Officers’ Certificate of the Seller, dated the Closing Date, upon which the
          Purchaser and the Underwriters may rely with respect to certain facts regarding
          the sale of the Mortgage Loans by the Seller to the Purchaser;

        


        (b) An
          Opinion of Counsel of the Seller, dated the Closing Date and addressed
          to the
          Purchaser and the Underwriters;

        


        (c) Such
          opinions of counsel as the Rating Agencies or the Trustee may request in
          connection with the sale of the Mortgage Loans by the Seller to the Purchaser
          or
          the Seller’s execution and delivery of, or performance under, this Agreement;
          and

        


        (d) Such
          further information, certificates, opinions and documents as the Purchaser
          or
          the Underwriters may reasonably request.

        


        SECTION
          12. Costs.
          The
          Seller shall pay (or shall reimburse the Purchaser or any other Person
          to the
          extent that the Purchaser or such other Person shall pay) all costs and
          expenses
          incurred in connection with the transfer and delivery of the Mortgage Loans,
          including without limitation, fees for title policy endorsements and
          continuations, the fees and expenses of the Seller’s accountants and attorneys,
          the costs and expenses incurred in connection with producing a Servicer’s loan
          loss, foreclosure and delinquency experience, and the costs and expenses
          incurred in connection with obtaining the documents referred to in Sections
          11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
          and delivering this Agreement, the Pooling and Servicing Agreement, the
          Certificates, the prospectus and prospectus supplement, and any private
          placement memorandum relating to the Certificates and other related documents,
          the initial fees, costs and expenses of the Trustee and its counsel, the
          fees
          and expenses of the Purchaser’s counsel in connection with the preparation of
          all documents relating to the securitization of the Mortgage Loans, the
          filing
          fee charged by the Securities and Exchange Commission for registration
          of the
          Certificates and the fees charged by any rating agency to rate the Certificates.
          The Seller shall pay all costs and expenses related to recording the Assignments
          of Mortgage. All other costs and expenses in connection with the transactions
          contemplated hereunder shall be borne by the party incurring such
          expense.

        


        SECTION
          13. Mandatory
          Delivery; Grant of Security Interest.
          The
          sale and delivery on the Closing Date of the Mortgage Loans described on
          the
          Mortgage Loan Schedule in accordance with the terms and conditions of this
          Agreement is mandatory. It is specifically understood and agreed that each
          Mortgage Loan is unique and identifiable on the date hereof and that an
          award of
          money damages would be insufficient to compensate the Purchaser for the
          losses
          and damages incurred by the Purchaser in the event of the Seller’s failure to
          deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
          grants to the Purchaser a lien on and a continuing security interest in
          the
          Seller’s interest in each Mortgage Loan and each document and instrument
          evidencing each such Mortgage Loan to secure the performance by the Seller
          of
          its obligation hereunder, and the Seller agrees that it holds such Mortgage
          Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
          to the Closing Date, to reject any Mortgage Loan to the extent permitted
          by this
          Agreement and (ii) obligation to deliver or cause to be delivered the
          consideration for the Mortgage Loans pursuant to Section 3 hereof. Any
          Mortgage
          Loans rejected by the Purchaser shall concurrently therewith be released
          from
          the security interest created hereby. All rights and remedies of the Purchaser
          under this Agreement are distinct from, and cumulative with, any other
          rights or
          remedies under this Agreement or afforded by law or equity and all such
          rights
          and remedies may be exercised concurrently, independently or
          successively.

        


        Notwithstanding
          the foregoing, if on the Closing Date, each of the conditions set forth
          in
          Section 10 hereof shall have been satisfied and the Purchaser shall not
          have
          paid or caused to be paid the Purchase Price, or any such condition shall
          not
          have been waived or satisfied and the Purchaser determines not to pay or
          cause
          to be paid the Purchase Price, the Purchaser shall immediately effect the
          redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
          and
          the security interest created by this Section 13 shall be deemed to have
          been
          released.

        


        SECTION
          14. Notices.
          All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered to or mailed by
          registered mail, postage prepaid, or transmitted by fax and, receipt of
          which is
          confirmed by telephone, if to the Purchaser, addressed to the Purchaser
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
          (NHEL
          2007-1), or such other address as may hereafter be furnished to the Seller
          in
          writing by the Purchaser; and if to the Seller, addressed to the Seller
          at Two
          World Financial Center, Building B, 21st
          Floor,
          New York, New York 10281, fax: (212) 667-9680, Attention: Brett Marvin,
          or to
          such other address as the Seller may designate in writing to the
          Purchaser.

        


        SECTION
          15. Severability
          of Provisions.
          Any
          part, provision, representation or warranty of this Agreement that is prohibited
          or that is held to be void or unenforceable shall be ineffective to the
          extent
          of such prohibition or unenforceability without invalidating the remaining
          provisions hereof. Any part, provision, representation or warranty of this
          Agreement that is prohibited or unenforceable or is held to be void or
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof.

        


        SECTION
          16. Agreement
          of Parties.
          The
          Seller and the Purchaser each agree to execute and deliver such instruments
          and
          take such actions as either of the others may, from time to time, reasonably
          request in order to effectuate the purpose and to carry out the terms of
          this
          Agreement and the Pooling and Servicing Agreement.

        


        SECTION
          17. Survival.
          The
          Seller agrees that the representations, warranties and agreements made
          by it
          herein and in any certificate or other instrument delivered pursuant hereto
          shall be deemed to be relied upon by the Purchaser, notwithstanding any
          investigation heretofore or hereafter made by the Purchaser or on its behalf,
          and that the representations, warranties and agreements made by the Seller
          herein or in any such certificate or other instrument shall survive the
          delivery
          of and payment for the Mortgage Loans and shall continue in full force
          and
          effect, notwithstanding any restrictive or qualified endorsement on the
          Mortgage
          Notes and notwithstanding subsequent termination of this Agreement, the
          Pooling
          and Servicing Agreement or the Trust Fund.

        


        SECTION
          18. GOVERNING
          LAW.
          THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
          OF THE
          PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
          LAWS
          (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
          NEW YORK.
          THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
          NEW YORK
          GENERAL OBLIGATIONS LAW SHALL GOVERN.

        


        SECTION
          19. Miscellaneous.
          This
          Agreement may be executed in two or more counterparts, each of which when
          so
          executed and delivered shall be an original, but all of which together
          shall
          constitute one and the same instrument. This Agreement shall inure to the
          benefit of and be binding upon the parties hereto and their respective
          successors and assigns. This Agreement supersedes all prior agreements
          and
          understandings relating to the subject matter hereof. Neither this Agreement
          nor
          any term hereof may be changed, waived, discharged or terminated orally,
          but
          only by an instrument in writing signed by the party against whom enforcement
          of
          the change, waiver, discharge or termination is sought. The headings in
          this
          Agreement are for purposes of reference only and shall not limit or otherwise
          affect the meaning hereof.

        


        It
          is the
          express intent of the parties hereto that the conveyance of the Mortgage
          Loans
          by the Seller to the Purchaser as provided in Section 4 hereof be, and
          be
          construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
          and
          not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure a
          debt or other obligation of the Seller. However, in the event that,
          notwithstanding the aforementioned intent of the parties, the Mortgage
          Loans are
          held to be property of the Seller, then (a) it is the express intent of
          the
          parties that such conveyance be deemed a pledge of the Mortgage Loans by
          the
          Seller to the Purchaser to secure a debt or other obligation of the Seller
          and
          (b) (1) this Agreement shall also be deemed to be a security agreement
          within
          the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
          (2) the
          conveyance provided for in Section 4 hereof shall be deemed to be a grant
          by the
          Seller to the Purchaser of a security interest in all of the Seller’s right,
          title and interest in and to the Mortgage Loans and all amounts payable
          to the
          holders of the Mortgage Loans in accordance with the terms thereof and
          all
          proceeds of the conversion, voluntary or involuntary, of the foregoing
          into
          cash, instruments, securities or other property, including without limitation
          all amounts, other than investment earnings, from time to time held or
          invested
          in the Collection Account whether in the form of cash, instruments, securities
          or other property; (3) the possession by the Purchaser or its agent of
          Mortgage
          Notes, the related Mortgages and such other items of property that constitute
          instruments, money, negotiable documents or chattel paper shall be deemed
          to be
“possession by the secured party” for purposes of perfecting the security
          interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
          and
          (4) notifications to persons holding such property and acknowledgments,
          receipts
          or confirmations from persons holding such property shall be deemed
          notifications to, or acknowledgments, receipts or confirmations from, financial
          intermediaries, bailees or agents (as applicable) of the Purchaser for
          the
          purpose of perfecting such security interest under applicable law. Any
          assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
          shall also be deemed to be an assignment of any security interest created
          hereby. The Seller and the Purchaser shall, to the extent consistent with
          this
          Agreement, take such actions as may be necessary to ensure that, if this
          Agreement were deemed to create a security interest in the Mortgage Loans,
          such
          security interest would be deemed to be a perfected security interest of
          first
          priority under applicable law and will be maintained as such throughout
          the term
          of this Agreement and the Pooling and Servicing Agreement.

        


        


        


        [Signature
          page to follow]

         

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          




        IN
          WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
          be
          signed by their respective officers thereunto duly authorized as of the
          date
          first above written.

        


        
          	
                  NOMURA
                    CREDIT & CAPITAL, INC.

                   

                
	 	 
	
                  By:

                	 
	
                  Name:

                	
                  Jeane
                    Leschak

                
	
                  Title:

                	
                  Director

                
	 
	 
	
                  NOMURA
                    HOME EQUITY LOAN, INC.

                
	 	 
	
                  By:

                	 
	
                  Name:

                	
                  John
                    P. Graham

                
	
                  Title:

                	
                  Managing
                    Director

                


        

        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        



        EXHIBIT
          1

        


        CONTENTS
          OF MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be available for inspection by the Purchaser
          or its
          designee, and which shall be delivered to the Purchaser or its designee
          pursuant
          to the terms of the Agreement.

         

        (a)  the
          original Mortgage Note (including all riders thereto) bearing all intervening
          endorsements necessary to show a complete chain of endorsements from the
          original payee, endorsed in blank, via
          original signature,
          and, if
          previously endorsed, signed in the name of the last endorsee by a duly
          qualified
          officer of the last endorsee. If
          the
          Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
          must be by “[name of last endorsee], successor by merger to [name of
          predecessor]”. If the Mortgage Loan was acquired or originated by the last
          endorsee while doing business under another name, the endorsement must
          be by
“[name of last endorsee], formerly known as [previous name]”;

         

        (b)  the
          original Assignment of Mortgage executed in blank;

         

        (c)  the
          original of any guarantee executed in connection with the Mortgage Note,
          if
          any;

         

        (d)  the
          original Mortgage (including all riders thereto) with evidence of recording
          thereon and the original recorded power of attorney, if the Mortgage was
          executed pursuant to a power of attorney, with evidence of recording thereon,
          and in the case of each MOM Loan, the original Mortgage, noting the presence
          of
          the MIN of the Mortgage Loan and either language indicating that the Mortgage
          Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
          the original Mortgage and the assignment thereof to MERS®, with evidence of
          recording indicated thereon; or, if the original Mortgage with evidence
          of
          recording thereon has not been returned by the public recording office
          where
          such Mortgage has been delivered for recordation or such Mortgage has been
          lost
          or such public recording office retains the original recorded Mortgage,
          a
          photocopy of such Mortgage, together with (i) in the case of a delay caused
          by
          the public recording office, an Officer’s Certificate of the title insurer
          insuring the Mortgage, the escrow agent, the seller or the Servicer servicing
          such Mortgage Loan stating that such Mortgage has been delivered to the
          appropriate public recording office for recordation and that the original
          recorded Mortgage or a copy of such Mortgage certified by such public recording
          office to be a true and complete copy of the original recorded Mortgage
          will be
          promptly delivered to the Custodian upon receipt thereof by the party delivering
          the Officer’s Certificate or by such Servicer; or (ii) in the case of a Mortgage
          where a public recording office retains the original recorded Mortgage
          or in the
          case where a Mortgage is lost after recordation in a public recording office,
          a
          copy of such Mortgage with the recording information thereon certified
          by such
          public recording office to be a true and complete copy of the original
          recorded
          Mortgage;

         

        (e)  the
          originals of all assumption, modification, consolidation or extension
          agreements, with evidence of recording thereon, if any;

         

        (f)  the
          originals of any intervening assignments of mortgage with evidence of recording
          thereon evidencing a complete chain of ownership from the originator of
          the
          Mortgage Loan to the last assignee, or if any such intervening assignment
          of
          mortgage has not been returned from the applicable public recording office
          or
          has been lost or if such public recording office retains the original recorded
          intervening assignments of mortgage, a photocopy of such intervening assignment
          of mortgage, together with (i) in the case of a delay caused by the public
          recording office, an Officer’s Certificate of the title insurer insuring the
          Mortgage, the escrow agent, the seller or the Servicer servicing such Mortgage
          Loan stating that such intervening assignment of mortgage has been delivered
          to
          the appropriate public recording office for recordation and that such original
          recorded intervening assignment of mortgage or a copy of such intervening
          assignment of mortgage certified by the appropriate public recording office
          to
          be a true and complete copy of the original recorded intervening assignment
          of
          mortgage will be promptly delivered to the Custodian upon receipt thereof
          by the
          party delivering the Officer’s Certificate or by such Servicer; or (ii) in the
          case of an intervening assignment of mortgage where a public recording
          office
          retains the original recorded intervening assignment of mortgage or in
          the case
          where an intervening assignment of mortgage is lost after recordation in
          a
          public recording office, a copy of such intervening assignment of mortgage
          with
          recording information thereon certified by such public recording office
          to be a
          true and complete copy of the original recorded intervening assignment
          of
          mortgage;

         

        (g)  if
          the
          Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
          document has been signed by a Person on behalf of the Mortgagor, the original
          power of attorney or other instrument that authorized and empowered such
          Person
          to sign;

         

        (h)  the
          original lender’s title insurance policy in the form of an ALTA mortgage title
          insurance policy
          or,
          if the
          original lender’s title insurance policy has not been issued, the irrevocable
          commitment to issue the same; and

         

        (i)  the
          original of any security agreement, chattel mortgage or equivalent document
          executed in connection with the Mortgage, if any.

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        



        EXHIBIT
          2

        FORM
          OF LOST NOTE AFFIDAVIT

        


        Loan
          #:
          _______

        Borrower:
          _______

        


        LOST
          NOTE
          AFFIDAVIT

        


        


        I,
          as
          _____________________ of ____________________, a _______________ am authorized
          to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
          ______________________, a _______________ [corporation] as Seller on behalf
          of
          ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

        


        1. The
          Seller’s address is:

        
          	 
	 
	 


        

        


        2. The
          Seller previously delivered to the Purchaser a signed Initial Certification
          with
          respect to such Mortgage and/or Assignment of Mortgage;

        


        3. Such
          Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
          Purchaser by __________________, a _________________ pursuant to the terms
          and
          provisions of a Mortgage Loan Purchase Agreement dated as of January 31,
          2007;

        


        4. Such
          Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant
          to a
          request for release of Documents;

        


        5. Aforesaid
          Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
          lost;

        


        6. Deponent
          has made or caused to be made a diligent search for the Original and has
          been
          unable to find or recover same;

        


        7. The
          Seller was the Seller of the Original at the time of the loss; and

        


        8. Deponent
          agrees that, if said Original should ever come into Seller’s possession, custody
          or power, Seller will immediately and without consideration surrender the
          Original to the Purchaser.

        


        9. Attached
          hereto is a true and correct copy of (i) the Note, endorsed in blank by
          the
          Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
          the
          Note, which Mortgage or Deed of Trust is recorded in the county where the
          property is located.


        10. Deponent
          hereby agrees that the Seller (a) shall indemnify and hold harmless the
          Purchaser, its successors and assigns, against any loss, liability or damage,
          including reasonable attorney’s fees, resulting from the unavailability of any
          Notes, including but not limited to any loss, liability or damage arising
          from
          (i) any false statement contained in this Affidavit, (ii) any claim of
          any party
          that purchased a mortgage loan evidenced by the Lost Note or any interest
          in
          such mortgage loan, (iii) any claim of any borrower with respect to the
          existence of terms of a mortgage loan evidenced by the Lost Note on the
          related
          property to the fact that the mortgage loan is not evidenced by an original
          note
          and (iv) the issuance of a new instrument in lieu thereof (items (i) through
          (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
          Rating Agency in connection with placing such Lost Note into a Pass-Through
          Transfer, shall obtain a surety from an insurer acceptable to the applicable
          Rating Agency to cover any Losses with respect to such Lost Note.

        


        11. This
          Affidavit is intended to be relied upon by the Purchaser, its successors
          and
          assigns. Nomura Credit & Capital, Inc., represents and warrants that is has
          the authority to perform its obligations under this Affidavit of Lost
          Note.

        


        Executed
          this _ day of _______, 200_.

        


        


        


        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


        


        On
          this
          __ day of ______, 200_, before me appeared ______________________ to me
          personally known, who being duly sworn did say that he is the
          _______________________ of ____________________, a ______________________
          and
          that said Affidavit of Lost Note was signed and sealed on behalf of such
          corporation and said acknowledged this instrument to be the free act and
          deed of
          said entity.

        


        Signature:

        


        [Seal]

        


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        D

       

      TRANSFER
        AFFIDAVIT AND AGREEMENT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      ___________________________
        being duly sworn, deposes, represents and warrants as follows:

       

      
        	 	
                1.

              	
                I
                  am a _____________________ of _______________________________ (the
                  “Investor”) a corporation duly organized and existing under the laws of
                  _________________________, the record owner of Nomura Home Equity
                  Loan,
                  Inc., Home Equity Loan Trust, Series 2007-1 Asset-Backed Certificates,
                  Class [I][II]-[R][R-X] Certificates (the “Class [I][II]-[R][R-X]
                  Certificates”), on behalf of whom I make this affidavit and agreement.
                  Capitalized terms used but not defined herein have the respective
                  meanings
                  assigned thereto in the Pooling and Servicing Agreement pursuant
                  to which
                  the Class [I][II]-[R][R-X] Certificates were
                  issued.

              


      

       

      
        	 	
                2.

              	
                The
                  Investor (i) is and will be a “Permitted Transferee” as of
                  ____________________. ____ and (ii) is acquiring the Class
                  [I][II]-[R][R-X] Certificates for its own account or for the account
                  of
                  another Investor from which it has received an affidavit in substantially
                  the same form as this affidavit. A “Permitted Transferee” is any person
                  other than a “disqualified organization” or a possession of the United
                  States. For this purpose, a “disqualified organization” means the United
                  States, any state or political subdivision thereof, any agency
                  or
                  instrumentality of any of the foregoing (other than an instrumentality
                  all
                  of the activities of which are subject to tax and, except for the
                  Federal
                  Home Loan Mortgage Corporation, a majority of whose board of directors
                  is
                  not selected by any such governmental entity) or any foreign government,
                  international organization or any agency or instrumentality of
                  such
                  foreign government or organization, any real electric or telephone
                  cooperative, or any organization (other than certain farmers’
                  cooperatives) that is generally exempt from federal income tax
                  unless such
                  organization is subject to the tax on unrelated business taxable
                  income.

              


      

       

      
        	 	
                3.

              	
                The
                  Investor is aware (i) of the tax that would be imposed on transfers
                  of the
                  Class [I][II]-[R][R-X] Certificates to disqualified organizations
                  under
                  the Internal Revenue Code of 1986 that applies to all transfers
                  of the
                  Class [I][II]-[R][R-X] Certificates after July 31, 1988; (ii) that
                  such
                  tax would be on the transferor or, if such transfer is through
                  an agent
                  (which person includes a broker, nominee or middleman) for a non-Permitted
                  Transferee, on the agent; (iii) that the person otherwise liable
                  for the
                  tax shall be relieved of liability for the tax if the transferee
                  furnishes
                  to such person an affidavit that the transferee is a Permitted
                  Transferee
                  and, at the time of transfer, such person does not have actual
                  knowledge
                  that the affidavit is false; and (iv) that each of the Class
                  [I][II]-[R][R-X] Certificates may be a “noneconomic residual interest”
                  within the meaning of proposed Treasury regulations promulgated
                  under the
                  Code and that the transferor of a “noneconomic residual interest” will
                  remain liable for any taxes due with respect to the income on such
                  residual interest, unless no significant purpose of the transfer
                  is to
                  impede the assessment or collection of
                  tax.

              


      

       

      
        	 	
                4.

              	
                The
                  Investor is aware of the tax imposed on a “pass-through entity” holding
                  the Class [I][II]-[R][R-X] Certificates if, at any time during
                  the taxable
                  year of the pass-through entity, a non-Permitted Transferee is
                  the record
                  holder of an interest in such entity. (For this purpose, a “pass-through
                  entity” includes a regulated investment company, a real estate investment
                  trust or common trust fund, a partnership, trust or estate, and
                  certain
                  cooperatives.)

              


      

       

      
        	 	
                5.

              	
                The
                  Investor is aware that the Securities Administrator will not register
                  the
                  transfer of any Class [I][II]-[R][R-X] Certificate unless the transferee,
                  or the transferee’s agent, delivers to the Securities Administrator, among
                  other things, an affidavit in substantially the same form as this
                  affidavit. The Investor expressly agrees that it will not consummate
                  any
                  such transfer if it knows or believes that any of the representations
                  contained in such affidavit and agreement are
                  false.

              


      

       

      
        	 	
                6.

              	
                The
                  Investor consents to any additional restrictions or arrangements
                  that
                  shall be deemed necessary upon advice of counsel to constitute
                  a
                  reasonable arrangement to ensure that the Class [I][II]-[R][R-X]
                  Certificates will only be owned, directly or indirectly, by an
                  Investor
                  that is a Permitted Transferee.

              


      

       

      
        	 	
                7.

              	
                The
                  Investor’s taxpayer identification number is
                  ________________.

              


      

       

      
        	 	
                8.

              	
                The
                  Investor has reviewed the restrictions set forth on the face of
                  the Class
                  [I][II]-[R][R-X] Certificates and the provisions of Section 6.02(c)
                  of the
                  Pooling and Servicing Agreement under which the Class [I][II]-[R][R-X]
                  Certificates were issued (in particular, clauses (iii)(A) and (iii)(B)
                  of
                  Section 6.02(d) which authorize the Securities Administrator to
                  deliver
                  payments to a person other than the Investor and negotiate a mandatory
                  sale by the Securities Administrator in the event that the Investor
                  holds
                  such Certificate in violation of Section 6.02(c)); and that the
                  Investor
                  expressly agrees to be bound by and to comply with such restrictions
                  and
                  provisions.

              


      

       

      
        	 	
                9.

              	
                The
                  Investor is not acquiring and will not transfer the Class [I][II]-[R][R-X]
                  Certificates in order to impede the assessment or collection of
                  any
                  tax.

              


      

       

      
        	 	
                10.

              	
                The
                  Investor anticipates that it will, so long as it holds the Class
                  [I][II]-[R][R-X] Certificates, have sufficient assets to pay any
                  taxes
                  owed by the holder of such Class [I][II]-[R][R-X] Certificates,
                  and hereby
                  represents to and for the benefit of the person from whom it acquired
                  the
                  Class [I][II]-[R][R-X] Certificates that the Investor intends to
                  pay taxes
                  associated with holding such Class [I][II]-[R][R-X] Certificates
                  as they
                  become due, fully understanding that it may incur tax liabilities
                  in
                  excess of any cash flows generated by the Class [I][II]-[R][R-X]
                  Certificates.

              


      

       

      
        	 	
                11.

              	
                The
                  Investor has no present knowledge that it may become insolvent
                  or subject
                  to a bankruptcy proceeding for so long as it holds the Class
                  [I][II]-[R][R-X] Certificates.

              


      

       

      
        	 	
                12.

              	
                The
                  Investor has no present knowledge or expectation that it will be
                  unable to
                  pay any United States taxes owed by it so long as any of the Certificates
                  remain outstanding.

              


      

       

      
        	 	
                13.

              	
                The
                  Investor is not acquiring the Class [I][II]-[R][R-X] Certificates
                  with the
                  intent to transfer the Class [I][II]-[R][R-X] Certificates to any
                  person
                  or entity that will not have sufficient assets to pay any taxes
                  owed by
                  the holder of such Class [I][II]-[R][R-X] Certificates, or that
                  may become
                  insolvent or subject to a bankruptcy proceeding, for so long as
                  the Class
                  [I][II]-[R][R-X] Certificates remain
                  outstanding.

              


      

       

      
        	 	
                14.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  [I][II]-[R][R-X] Certificates, obtain from its transferee the
                  representations required by Section 6.02(c) of the Pooling and
                  Servicing
                  Agreement under which the Class Class [I][II]-[R][R-X] Certificate
                  were
                  issued and will not consummate any such transfer if it knows, or
                  knows
                  facts that should lead it to believe, that any such representations
                  are
                  false.

              


      

       

      
        	 	
                15.

              	
                The
                  Investor will, in connection with any transfer that it makes of
                  the Class
                  [I][II]-[R][R-X] Certificates, deliver to the Securities Administrator
                  an
                  affidavit, which represents and warrants that it is not transferring
                  the
                  Class [I][II]-[R][R-X] Certificates to impede the assessment or
                  collection
                  of any tax and that it has no actual knowledge that the proposed
                  transferee: (i) has insufficient assets to pay any taxes owed by
                  such
                  transferee as holder of the Class [I][II]-[R][R-X] Certificates;
                  (ii) may
                  become insolvent or subject to a bankruptcy proceeding for so long
                  as the
                  Class [I][II]-[R][R-X] Certificates remains outstanding; and (iii)
                  is not
                  a “Permitted Transferee”.

              


      

       

      
        	 	
                16.

              	
                The
                  Investor is a citizen or resident of the United States, a corporation,
                  partnership or other entity created or organized in, or under the
                  laws of,
                  the United States or any political subdivision thereof, or an estate
                  or
                  trust whose income from sources without the United States may be
                  included
                  in gross income for United States federal income tax purposes regardless
                  of its connection with the conduct of a trade or business within
                  the
                  United States.

              


      

       

      
        	 	
                17.

              	
                The
                  Investor of the Class [I][II]-[R][R-X] Certificate, hereby agrees
                  that in
                  the event that the Trust Fund created by the Pooling and Servicing
                  Agreement is terminated pursuant to Section 10.01 thereof, the
                  undersigned
                  shall assign and transfer to the Holders of the Class X and the
                  Class P
                  Certificates any amounts in excess of par received in connection
                  with such
                  termination. Accordingly, in the event of such termination, the
                  Securities
                  Administrator is hereby authorized to withhold any such amounts
                  in excess
                  of par and to pay such amounts directly to the Holders of the Class
                  [I][II]-X and the Class [I][II]-P Certificates. This agreement
                  shall bind
                  and be enforceable against any successor, transferee or assigned
                  of the
                  undersigned in the Class [I][II]-[R][R-X] Certificate. In connection
                  with
                  any transfer of the Class [R][R-X] Certificate, the Investor shall
                  obtain
                  an agreement substantially similar to this clause from any subsequent
                  owner.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        _________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

       

      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named __________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______________ day of __________, ____.

       

      


      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      _________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am
        a ____________________
        of _________________________ (the “Investor”), a corporation duly organized and
        existing under the laws of _____________, on behalf of whom I make this
        affidavit.

       

      2. The
        Investor is not transferring the Class [I][II]-[R][R-X] Certificates (the
        “Residual Certificates”) to impede the assessment or collection of any
        tax.

       

      3. The
        Investor has no actual knowledge that the Person that is the proposed transferee
        (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to
        pay any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4. The
        Investor understands that the Purchaser has delivered to the Securities
        Administrator a transfer affidavit and agreement in the form attached to
        the
        Pooling and Servicing Agreement as Exhibit D. The Investor does not know
        or
        believe that any representation contained therein is false.

       

      5. At
        the
        time of transfer, the Investor has conducted a reasonable investigation of
        the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
        has determined that the Purchaser has historically paid its debts as they
        became
        due and has found no significant evidence to indicate that the Purchaser
        will
        not continue to pay its debts as they become due in the future. The Investor
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Investor may continue to be liable
        for United States income taxes associated therewith) unless the Investor
        has
        conducted such an investigation.

       

      6. Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement dated as of January 1, 2007, among Nomura
        Home Equity Loan, Inc., Nomura Credit & Capital, Inc., GMAC Mortgage, LLC,
        Wells Fargo Bank, N.A. and HSBC Bank USA, National Association.

       

      


       

      



      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of
        ________________, ____.

       

      
        	 	 	 	 	 	 	 	
                [INVESTOR]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Name:

              
	 	 	 	 	 	 	 	 	
                Title:
                  [Vice] President

              


      

      


       

      ATTEST:

      


      


      
        	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:
                  [Assistant] Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named _________________, known or proved to
        me to
        be the same person who executed the foregoing instrument and to be a [Vice]
        President of the Investor, and acknowledged to me that [he/she] executed
        the
        same as [his/her] free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ______ day of _____________, ____.

       

      


      
        	 	 
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of _____________________________

              
	 	
                State
                  of _______________________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that he/she executed the
        same
        as his/her free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF TRANSFEROR CERTIFICATE

       

      ______________,
        2006

       

      Nomura
        Home Equity Loan, Inc.

      Two
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2007-1

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc. 

                Asset-Backed
                  Certificates, Series 2007-1, Class [X][P][R][R-X]  
                  

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
        Certificates, Series 2007-1, Class [X][P][R][R-X] (the “Certificates”), issued
        pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of January 1, 2007, among Nomura Home Equity Loan, Inc.,
        as depositor (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor,
        GMAC Mortgage, LLC, as a servicer, Wells Fargo Bank, N.A., as master servicer
        (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”). The Sponsor hereby certifies, represents and warrants to, a
        covenants with, the Depositor, the Securities Administrator and the Trustee
        that:

       

      Neither
        the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Sponsor will not act
        in any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Sponsor has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                (Sponsor)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F

       

      FORM
        OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

       

      ___________,
        2006

       

      Nomura
        Home Equity Loan, Inc.

      Two
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
        2007-1

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2007-1  

              


      

       

      Ladies
        and Gentlemen:

       

      _______________
        (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
        $_________ Initial Certificate Principal Balance of Asset-Backed Certificates,
        Series 2007-1, Class [X][P][R][R-X] (the “Certificates”), issued pursuant to the
        Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
        as of January 1, 2007, among Nomura Home Equity Loan, Inc., as depositor
        (the
“Depositor”), Nomura Credit & Capital, Inc., as sponsor, GMAC Mortgage, LLC,
        as a servicer, Wells Fargo Bank, N.A., as master servicer (the “Master
        Servicer”) and securities administrator (the “Securities Administrator”) and
        HSBC Bank USA, National Association, as trustee (the “Trustee”). All terms used
        herein and not otherwise defined shall have the meanings set forth in the
        Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
        and
        warrants to, and covenants with, the Depositor, the Securities Administrator
        and
        the Trustee that:

       

      
        	
                1.

              	
                The
                  Purchaser understands that (a) the Certificates have not been and
                  will not
                  be registered or qualified under the Securities Act of 1933, as
                  amended
                  (the “Act”) or any state securities law, (b) the Depositor is not required
                  to so register or qualify the Certificates, (c) the Certificates
                  may be
                  resold only if registered and qualified pursuant to the provisions
                  of the
                  Act or any state securities law, or if an exemption from such registration
                  and qualification is available, (d) the Pooling and Servicing Agreement
                  contains restrictions regarding the transfer of the Certificates
                  and (e)
                  the Certificates will bear a legend to the foregoing
                  effect.

              
	 	 
	
                2.

              	
                The
                  Purchaser is acquiring the Certificates for its own account for
                  investment
                  only and not with a view to or for sale in connection with any
                  distribution thereof in any manner that would violate the Act or
                  any
                  applicable state securities laws.

              
	 	 
	
                3.

              	
                The
                  Purchaser is (a) a substantial, sophisticated institutional investor
                  having such knowledge and experience in financial and business
                  matters,
                  and, in particular, in such matters related to securities similar
                  to the
                  Certificates, such that it is capable of evaluating the merits
                  and risks
                  of investment in the Certificates, (b) able to bear the economic
                  risks of
                  such an investment and (c) an “accredited investor” within the meaning of
                  Rule 501 (a) promulgated pursuant to the Act.

              
	 	 
	
                4.

              	
                The
                  Purchaser has been furnished with, and has had an opportunity to
                  review
                  (a) a copy of the Pooling and Servicing Agreement and (b) such
                  other
                  information concerning the Certificates, the Mortgage Loans and
                  the
                  Depositor as has been requested by the Purchaser from the Depositor
                  or the
                  Sponsor and is relevant to the Purchaser’s decision to purchase the
                  Certificates. The Purchaser has had any questions arising from
                  such review
                  answered by the Depositor or the Sponsor to the satisfaction of
                  the
                  Purchaser.

              
	 	 
	
                5.

              	
                The
                  Purchaser has not and will not nor has it authorized or will it
                  authorize
                  any person to (a) offer, pledge, sell, dispose of or otherwise
                  transfer
                  any Certificate, any interest in any Certificate or any other similar
                  security to any person in any manner, (b) solicit any offer to
                  buy or to
                  accept a pledge, disposition of other transfer of any Certificate,
                  any
                  interest in any Certificate or any other similar security from
                  any person
                  in any manner, (c) otherwise approach or negotiate with respect
                  to any
                  Certificate, any interest in any Certificate or any other similar
                  security
                  with any person in any manner, (d) make any general solicitation
                  by means
                  of general advertising or in any other manner or (e) take any other
                  action, that (as to any of (a) through (e) above) would constitute
                  a
                  distribution of any Certificate under the Act, that would render
                  the
                  disposition of any Certificate a violation of Section 5 of the
                  Act or any
                  state securities law, or that would require registration or qualification
                  pursuant thereto. The Purchaser will not sell or otherwise transfer
                  any of
                  the Certificates, except in compliance with the provisions of the
                  Pooling
                  and Servicing Agreement.

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                ___________________________________________

              
	 	 	 	 	 	 	 	
                (Purchaser)

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        G

       

      FORM
        OF RULE 144A INVESTMENT LETTER

       

      [Date]

      Nomura
        Credit & Capital, Inc.

      Two
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Nomura
        Home Equity Loan, Inc.

      Two
        World
        Financial Center

      New
        York,
        New York 10281

       

      Wells
        Fargo Bank, N.A.

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

       

      
        	
                Re:

              	
                Nomura
                  Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                  Series 2007-1 

                (the
                  “Certificates”), including the Class [X][P][R][R-X] Certificates (the
                  “Private
                  Certificates”)            
                  

              


      

       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Private Certificates, we confirm
        that:

       

      
        	
                (i)

              	
                we
                  understand that the Private Certificates are not being registered
                  under
                  the Securities Act of 1933, as amended (the “Act”) or any applicable state
                  securities or “Blue Sky” laws, and are being sold to us in a transaction
                  that is exempt from the registration requirements of such
                  laws;

              
	 	 
	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Private
                  Certificates, the trust in which the Certificates represent the
                  entire
                  beneficial ownership interest (the “Trust”) or any other matter we deemed
                  relevant to our decision to purchase Private Certificates has been
                  made
                  available to us;

              
	 	 
	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Private Certificates;
                  we are an institutional “accredited investor” as defined in Section 501(a)
                  of Regulation D promulgated under the Act and a sophisticated
                  institutional investor and we agree to obtain a representation
                  from any
                  transferee that such transferee is an institutional “accredited investor”
                  so long as we are required to obtain a representation letter regarding
                  compliance with the Act;

              
	 	 
	
                (iv)

              	
                we
                  are acquiring Private Certificates for our own account, not as
                  nominee for
                  any other person, and not with a present view to any distribution
                  or other
                  disposition of the Private Certificates;

              
	 	 
	
                (v)

              	
                we
                  agree the Private Certificates must be held indefinitely by us
                  (and may
                  not be sold, pledged, hypothecated or in any way disposed of) unless
                  subsequently registered under the Act and any applicable state
                  securities
                  or “Blue Sky” laws or an exemption from the registration requirements of
                  the Act and any applicable state securities or “Blue Sky” laws is
                  available;

              
	 	 
	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Private Certificates (such disposition or exchange
                  not
                  being currently foreseen or contemplated), we will not transfer
                  or
                  exchange any of the Private Certificates unless:

              
	 	 
	 	
                (A)
                  (1) the sale is to an Eligible Purchaser (as defined below), (2)
                  if
                  required by the Pooling and Servicing Agreement (as defined below)
                  a
                  letter to substantially the same effect as either this letter or,
                  if the
                  Eligible Purchaser is a Qualified Institutional Buyer as defined
                  under
                  Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                  in the
                  form attached to the Pooling and Servicing Agreement (as defined
                  below)
                  (or such other documentation as may be acceptable to the Securities
                  Administrator) is executed promptly by the purchaser and delivered
                  to the
                  addressees hereof and (3) all offers or solicitations in connection
                  with
                  the sale, whether directly or through any agent acting on our behalf,
                  are
                  limited only to Eligible Purchasers and are not made by means of
                  any form
                  of general solicitation or general advertising whatsoever;
                  and

              
	 	 
	 	
                (B)
                  if the Private Certificate is not registered under the Act (as
                  to which we
                  acknowledge you have no obligation), the Private Certificate is
                  sold in a
                  transaction that does not require registration under the Act and
                  any
                  applicable state securities or “Blue Sky” laws and, if the Securities
                  Administrator or HSBC Bank USA, National Association, as trustee
                  (the
                  “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                  such effect, which Opinion of Counsel shall be an expense of the
                  transferor or the transferee;

              
	 	 
	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing Agreement,
                  pursuant
                  to which the Trust was formed; we have reviewed carefully and understand
                  the terms of the Pooling and Servicing Agreement;

              
	 	 
	
                (viii)

              	
                we
                  either: (i) are not acquiring the Private Certificate directly
                  or
                  indirectly by, or on behalf of, an employee benefit plan or other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, and/or section
                  4975 of
                  the Internal Revenue Code of 1986, as amended, or (ii) in the case
                  of a
                  Class X, Class P or Class R Certificate, are providing the opinion
                  of
                  counsel specified in Section 6.02(b) of the Agreement.

              
	 	 
	
                (ix)

              	
                we
                  understand that each of the Class [X][P][R][R-X] Certificates bears,
                  and
                  will continue to bear, legends substantially to the following effect:
                  “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
                  THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
                  STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                  AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
                  OR
                  OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
                  AND OTHER
                  APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                  QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                  PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                  OF A
                  QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                  RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                  (2)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
                  UNDER THE
                  SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                  “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                  501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
                  ENTITY IN
                  WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                  NOT
                  FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
                  (A) THE
                  RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                  IN THE
                  FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                  ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                  ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
                  IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                  IN EACH
                  CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                  STATES AND ANY OTHER APPLICABLE JURISDICTION.

              
	 	 
	 	
                NO TRANSFER
                  OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                  PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT
                  

              


      

      


      “Eligible
        Purchaser”
means
        a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of January 1, 2007, between Nomura Home
        Equity
        Loan, Inc., as depositor, Nomura Credit & Capital, Inc., as sponsor, GMAC
        Mortgage, LLC, as a servicer, Wells Fargo Bank, N.A., as master servicer
        (the
“Master Servicer”) and securities administrator (the “Securities Administrator”)
        and HSBC Bank USA, National Association, as trustee (the “Trustee”) (the
“Pooling and Servicing Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	 	 	 	 	 	 	 	
                Very
                  truly yours,

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                [PURCHASER]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	 	 	 	 	 	 	 	
                [NAME
                  OF NOMINEE]

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                (Authorized
                  Officer)

              
	 	 	 	 	 	 	 	 	
                [By:__________________________________

              
	 	 	 	 	 	 	 	 	
                Attorney-in-fact]

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        H

       

      FORM
        OF ADDITIONAL DISCLOSURE NOTIFICATION

       

      


      Wells
        Fargo Bank, N.A. as Securities Administrator 

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045-1951

      Fax:
        (410) 715-2380

      E-mail:
        cts.sec.notifications@wellsfargo.com

       

      Nomura
        Home Equity Loan, Inc.

      Two
        World
        Financial Center, Building B

      New
        York,
        New York 10281

       

      Attn:
        Corporate Trust Services - Nomura Home Equity Loan, Inc., Alternative Loan
         Trust,
        Series 2007-1, Asset-Backed Certificates -SEC REPORT  PROCESSING

       

      RE:
        **Additional Form [10-K][10-D][8-K] Disclosure**Required

       

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [ ] of the Pooling and Servicing Agreement, dated
        as of
        January 1, 2007, among the Purchaser as depositor, Nomura Credit & Capital,
        Inc. as sponsor, GMAC Mortgage, LLC as a servicer, HSBC Bank USA, National
        Association, as trustee and Wells Fargo Bank, National Association as master
        servicer and securities administrator, the Undersigned, as [ ], hereby notifies
        you that certain events have come to our attention that [will][may] need
        to be
        disclosed on Form [10-K][10-D][8-K].

       

      Description
        of Additional Form [10-K][10-D][8-K]Disclosure:

       

      


       

      


       

      List
        of
        Any Attachments hereto to be included in the Additional Form [10-K][10-D][8-K]
        Disclosure:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Any
        inquiries related to this notification should be directed to [ ], phone number:
        [ ]; email address: [ ].

       

      [NAME
        OF
        PARTY]

      as
        [role]

       

      By:
        ___________________________

      Name:

      Title: 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      EXHIBIT
        I

       

      DTC
        LETTER OF REPRESENTATIONS

       

      [to
        be provided upon request]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        J

       

      SCHEDULE
        OF MORTGAGE LOANS WITH LOST NOTES

       

      [to
        be provided upon request]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        K

       

      APPENDIX
        E - Standard & Poor’s Anti-Predatory Lending
        Categorization

       

      


      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as “Covered” are included in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Arkansas

              	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                Effective
                  June 2, 2003 

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                Covered
                  Loan

              
	
                Connecticut

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, 

                Conn.
                  Gen. Stat. §§ 36a-746 et seq.

                Effective
                  October 1, 2001

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                Effective
                  October 2, 2002

              	
                High
                  Cost Home Loan

              


      

      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  for loans closed on or after March 7, 2003

              	
                High
                  Cost Home Loan

              
	
                HOEPA
                  Section 32

              	
                Home
                  Ownership and Equity Protection Act of 1994, 

                15
                  U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                High
                  Cost Loan

              
	
                Illinois

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                High
                  Risk Home Loan 

              
	
                Kansas

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 

                1999;
                  Section 16a-3-308a became effective July 1, 1999 

              	
                High
                  Loan to Value Consumer Loan (id.§
                  16a-3-207) and;

              
	
                High
                  APR Consumer Loan (id.§
                  16a-3-308a)

              
	
                Kentucky

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. 

                Stat.
                  §§ 360.100 et seq.

                Effective
                  June 24, 2003

              	
                High
                  Cost Home Loan

              
	
                Maine

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                Effective
                  September 29, 1995 and as amended from time to time

              	
                High
                  Rate High Fee Mortgage

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Massachusetts

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                  a

                nd
                  209 C.M.R. §§ 40.01 et seq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, 

                N.J.
                  Rev. Stat. §§ 46:10B-22 et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                High
                  Cost Home Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                High
                  Cost Home Loan

              
	
                New
                  York

              	
                N.Y.
                  Banking Law Article 6-l

                Effective
                  for applications made on or after April 1, 2003

              	
                High
                  Cost Home Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home 

                Loans,
                  N.C. Gen. Stat. §§ 24-1.1E et seq.

                Effective
                  July 1, 2000; amended October 1, 

                2003
                  (adding open-end lines of credit)

              	
                High
                  Cost Home Loan

              
	
                Ohio

              	
                H.B.
                  386 (codified in various sections of the 

                Ohio
                  Code), Ohio Rev. Code Ann. §§ 1349.25 et seq.

                Effective
                  May 24, 2002

              	
                Covered
                  Loan

              
	
                Oklahoma

              	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                Subsection
                  10 Mortgage

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home 

                Loans
                  Act, S.C. Code Ann. §§ 37-23-10 et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                High
                  Cost Home Loan

              
	
                West
                  Virginia 

              	
                West
                  Virginia Residential Mortgage Lender, Broker 

                and
                  Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq.

                Effective
                  June 5, 2002

              	
                West
                  Virginia Mortgage Loan Act Loan

              


      

      


       

      Standard
        & Poor’s Covered Loan Categorization

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Covered
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, 

                N.J.
                  Rev. Stat. §§ 46:10B-22 et seq.

                Effective
                  November 27, 2003 - July 5, 2004

              	
                Covered
                  Home Loan

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Standard
                  & Poor’s Home Loan Categorization

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, 

                N.J.
                  Rev. Stat. §§ 46:10B-22 et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                Home
                  Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                Home
                  Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home 

                Loans,
                  N.C. Gen. Stat. §§ 24-1.1E et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 

                (adding
                  open-end lines of credit)

              	
                Consumer
                  Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home 

                Loans
                  Act, S.C. Code Ann. §§ 37-23-10 et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                Consumer
                  Home Loan

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        L

       

      SERVICING
        CRITERIA

       

      


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      Schedule
        1122 (Pooling and Servicing Agreement)

       

      Assessments
        of Compliance and Attestation Reports Servicing Criteria1 

      


      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	
                Depositor

              	
                Sponsor

              	
                Servicer

              	
                Trustee

              	
                Custodian

              	
                Paying

                Agent

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              
	
                (1) General
                  Servicing Considerations

              	 	 	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	
                X

              	 	 	 	
                X

              	
                X

              
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

              	 	 	 	 	 
	
                (iii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	
                X

              	 	 	 	
                X

              	 
	
                (2) Cash
                  Collection and Administration

              	 	 	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	
                X

              	 	 	 	
                X

              	 
	
                (iv) accounts
                  maintained as required

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (v) accounts
                  at federally insured depository institutions

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (vi) unissued
                  checks safeguarded

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (vii) monthly
                  reconciliations of accounts

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (3) Investor
                  Remittances and Reporting

              	 	 	 	 	 	 	 	 
	
                (i) investor
                  reports

              	 	 	
                X

              	 	 	
                X

              	
                X

              	
                X

              
	
                (ii) remittances

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iii) proper
                  posting of distributions

              	 	 	
                X

              	 	 	
                X

              	 	
                X

              
	
                (iv) reconciliation
                  of remittances and payment statements

              	 	 	 	 	 	
                X

              	
                X

              	
                X

              
	
                (4) Pool
                  Asset Administration

              	 	 	 	 	 	 	 	 
	
                (i) maintenance
                  of pool collateral

              	 	 	
                X

              	 	
                X

              	 	 	 
	
                (ii) safeguarding
                  of pool assets/documents

              	 	 	
                X

              	 	
                X

              	 	 	 
	
                (iii) additions,
                  removals and substitutions of pool assets

              	
                X

              	
                X

              	
                X

              	 	 	 	 	 
	
                (iv) posting
                  and allocation of pool asset payments to pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (v) reconciliation
                  of servicer records

              	 	 	
                X

              	 	 	 	 	 
	
                (vi) modifications
                  or other changes to terms of pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (vii) loss
                  mitigation and recovery actions

              	 	 	
                X

              	 	 	 	 	 
	
                (viii)records
                  regarding collection efforts

              	 	 	
                X

              	 	 	 	 	 
	
                (ix) adjustments
                  to variable interest rates on pool assets

              	 	 	
                X

              	 	 	 	 	 
	
                (x) matters
                  relating to funds held in trust for obligors

              	 	 	
                X

              	 	 	 	 	 
	
                (xi) payments
                  made on behalf of obligors (such as for taxes or
                  insurance)

              	 	 	
                X

              	 	 	 	 	 
	
                (xii) late
                  payment penalties with respect to payments made on behalf of obligors
                  

              	 	 	
                X

              	 	 	 	 	 
	
                (xiii)records
                  with respect to payments made on behalf of obligors

              	 	 	
                X

              	 	 	 	 	 
	
                (xiv) recognition
                  and recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

              	 	 	 	
                X

              	
                X

              
	
                (xv) maintenance
                  of external credit enhancement or other support

              	
                X

              	
                X

              	 	 	 	 	 	
                X
                  (If required pursuant to Agreement)

              


      

      


       

      


      

        

        
          *
             The
            descriptions of the Item 1122(d) servicing criteria use key words and
            phrases
            and are not verbatim recitations of the servicing criteria. Refer to
            Regulation
            AB, Item 1122 for a full description of servicing
            criteria.

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        M

       

      BACK-UP
        CERTIFICATION

       

      Re: __________
        (the “Trust”)

       

       

      Asset-Backed
        Certificates, Series 2007-1

       

      I,
        [identify the certifying individual], certify to Nomura Home Equity Loan,
        Inc.
        (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
        Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
        directors and affiliates, and with the knowledge and intent that they will
        rely
        upon this certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the servicing criteria
        set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
        in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Servicer
        during 200[ ] that were delivered by the Servicer to the Master Servicer
        pursuant to the Agreement (collectively, the “Servicer Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Servicer as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Servicer has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Servicer pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the Master Servicer. Any material instances
        of
        noncompliance described in such reports have been disclosed to the Master
        Servicer. Any material instance of noncompliance with the Servicing Criteria
        has
        been disclosed in such reports.

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1,
        2007, among Nomura Home Equity Loan, Inc., Nomura Credit & Capital, Inc.,
        GMAC Mortgage, LLC, Wells Fargo Bank, N.A. as master servicer and securities
        administrator, and HSBC Bank USA, National Association.


       

      


       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

              	 
	 	 
	
                [Title]

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      



      EXHIBIT
        N

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

       

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.16. An asterisk indicates that the Responsible Party is responsible
        for aggregating the information it receives from other Responsible
        Parties.

      


      Under
        Item 1 of Form 10-D: a) items marked “5.08 statement” are required to be
        included in the periodic Distribution Date statement under Section 5.08,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the 5.08 statement, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report.

      


      Additional
        Form 10-D Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible 

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

              	 
	
                Information
                  included in the [Monthly Statement]

              	
                Servicer

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Any
                  information required by 1121 which is NOT included on the [Monthly
                  Statement]

              	
                Depositor

              
	
                Item
                  2: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Item
                  3: Sale of Securities and Use of Proceeds

                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	
                Depositor

              
	
                Item
                  4: Defaults Upon Senior Securities

                 

                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  5: Submission of Matters to a Vote of Security
                  Holders

                 

                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6: Significant Obligors of Pool Assets

                 

                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Item
                  7: Significant Enhancement Provider Information

                 

                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Item
                  8: Other Information

                 

                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                Any
                  party responsible for the applicable Form 8-K Disclosure
                  item

              
	
                Item
                  9: Exhibits

              	 
	
                Monthly
                  Statement to Certificateholders

              	
                Securities
                  Administrator

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Additional
        Form 10-K Disclosure

      


      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                Securities
                  Administrator

                Depositor

              
	
                Reg
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                Reg
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                Reg
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceeding known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor (Seller)

              	
                Seller
                  (if a party to the Pooling and Servicing Agreement) or
                  Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Form
        8-K
        Disclosure Information

      


      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

                 

                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

                 

                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

                 

                Disclosure
                  is required regarding the bankruptcy or receivership, with respect
                  to any
                  of the following: 

              	 
	
                ▪
                  Sponsor (Seller)

              	
                Depositor/Sponsor
                  (Seller)

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer

              
	
                ▪
                  Other material servicers

              	
                Servicer

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

                 

                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statements to the certificateholders.

              	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement.

              	
                Securities
                  Administrator

                Trustee

                Depositor

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”.

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers or
                  trustee.

              	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer/Trustee

              
	
                Reg
                  AB disclosure about any new servicer or master servicer is also
                  required.

              	
                Servicer/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	
                Depositor/Securities
                  Administrator

              
	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Securities
                  Administrator

                Trustee

              
	
                Item
                  6.05- Securities Act Updating Disclosure

                 

                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                All
                  parties

              
	
                Item
                  8.01- Other Events

                 

                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to
                  certificateholders.

              	
                Depositor

              
	
                Item
                  9.01- Financial Statements and Exhibits

              	
                Responsible
                  party for reporting/disclosing the financial statement or
                  exhibit

              


      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      EXHIBIT
        O

       

      CAP
        AGREEMENTS

       

      

        


        

        HSBC
          Bank
          USA, National Association     

        452
          Fifth
          Avenue

        New
          York,
          NY 10018

        Fax:
          (212) 525-5517

        


        


        
          	
                  DATE:

                	
                  January
                    31, 2007

                
	 	 
	
                  TO:

                	
                  HSBC
                    Bank USA, National Association, not individually, but solely
                    as Trustee
                    with respect to the Nomura Home Equity Loan, Inc., Home Equity
                    Loan Trust,
                    Series 2007-1

                
	 	 
	 	 
	
                  ATTENTION:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  452
                    5th
                    Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  FACSIMILE:

                	
                  212-525-1300

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	
                  ATTENTION:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-1

                
	
                  FACSIMILE:

                	
                  410-715-2380

                
	 	 
	
                  FROM:

                	
                  HSBC
                    Bank USA, National Association

                
	
                  TELEPHONE :

                	
                  212-525-8710

                
	
                  FACSIMILE: 

                	
                  212-525-5517

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  453816HN/453817HN

                


        

        


        The
          purpose of this long-form confirmation (“Confirmation”)
          is to
          confirm the terms and conditions of the current Transaction entered into
          on the
          Trade Date specified below (the “Transaction”)
          between
          HSBC Bank USA, National Association (“Party
          A”) and
          HSBC
          Bank
          USA, National Association, not individually, but solely as trustee of the
          trust
          (the “Trust”)
          with
          respect to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
          2007-1 (“Party
          B”)
          created
          under the Pooling and Servicing Agreement, dated as of January 1, 2007,
          among
          Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
          Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
          Wells
          Fargo Bank, N.A., as master servicer (the “Master
          Servicer”)
          and
          securities administrator (the “Securities
          Administrator”),
          GMAC
          Mortgage, LLC as servicer (the “Servicer”)
          and
          HSBC Bank USA, National Association, not in its individual capacity, but
          solely
          as trustee (the “Trustee”) (the
          “Pooling
          and Servicing Agreement”).
          This
          Confirmation evidences a complete and binding agreement between you and
          us to
          enter into the Transaction on the terms set forth below and replaces any
          previous agreement between us with respect to the subject matter hereof.
          This
          Confirmation constitutes a “Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 

         

        


        
          	1.          
                   	
                  This
                    Confirmation shall supplement, form a part of, and be subject
                    to an
                    agreement in the form of the ISDA Master Agreement (Multicurrency
                    - Cross
                    Border) as published and copyrighted in 1992 by the International
                    Swaps
                    and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”),
                    as if Party A and Party B had executed an agreement in such form
                    on the
                    date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                    and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                    Subject
                    to New York Law Only version) as published and copyrighted in
                    1994 by the
                    International Swaps and Derivatives Association, Inc., with Paragraph
                    13
                    thereof as set forth in Annex A hereto (the “Credit
                    Support Annex”).
                    For the avoidance of doubt, the Transaction described herein
                    shall be the
                    sole Transaction governed by such ISDA Master Agreement. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof; (iii) the Credit Support
                    Annex;
                    (iv) the Definitions; and (v) the ISDA Master
                    Agreement.

                


        

        


        Each
          reference herein to a “Section” (unless specifically referencing the Pooling and
          Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
          a reference to a Section of the ISDA Master Agreement; each herein reference
          to
          a “Part” will be construed as a reference to the provisions herein deemed
          incorporated in a Schedule to the ISDA Master Agreement; each reference
          herein
          to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
          Support Annex.

        


        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Cap

                
	 	 
	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period the lesser of:

                
	 	 
	 	
                  (i)The
                    Calculation Amount set forth for such period in Schedule I, which
                    is
                    attached hereto and incorporated by reference into this Confirmation,
                    and

                
	 	 
	 	
                  (ii)
                    The
                    aggregate Certificate Principal Balance of the Class I-M-3 Certificates
                    immediately preceding the Distribution Date which occurs in the
                    calendar
                    month of the Floating Rate Payer Payment Date for such Calculation
                    Period
                    (determined for this purpose without regard to any adjustment
                    of the
                    Floating Rate Payer Payment Date or Distribution Date relating
                    to business
                    days).

                
	 	 
	
                  Trade
                    Date:

                	
                  January
                    25, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  January
                    31, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  January
                    25, 2015, subject to adjustment in accordance with the Following
                    Business
                    Day Convention.

                
	 	 
	
                  Fixed
                    Amount:

                	
                  As
                    per side agreement

                
	 	 
	 	 
	
                  Party
                    A Floating Amounts:

                	 
	 	 
	
                  Party
                    A

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    February 25, 2007, and ending on the Termination Date, subject
                    to
                    adjustment in accordance with the Following Business Day
                    Convention.

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment - Two Business Days preceding the 25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    February 25, 2007, and ending on the Termination Date

                
	 	 
	
                  Cap
                    Rate:

                	
                  As
                    set forth in Schedule I

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA;
                    provided, however, that if the Floating Rate Option for any Calculation
                    Period is greater than 8.650000%, then the Floating Rate Option
                    for such
                    Calculation Period shall be deemed to be 8.650000%.

                
	 	 
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Floating
                    Rate Day

                	 
	
                  Count
                    Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period.

                
	 	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Business
                    Day Convention:

                	
                  Following

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                


        

        


        


        
          	
                  3.

                	
                  Provisions
                    Deemed Incorporated in a Schedule to the ISDA Master
                    Agreement:

                


        

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        For
          the
          purposes of this Agreement:-

        


        (a)         
           “Specified
          Entity”
          will not
          apply to Party A or Party B for any purpose. 

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction”
                    will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section
          6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          	(i)  	
                  The
                    “Failure
                    to Pay or Deliver”
                    provisions of Section 5(a)(i) will apply to Party A and will
                    apply to
                    Party B; provided, however, that Section 5(a)(i) is hereby amended
                    by
                    replacing the word “third” with the word “first”; provided, further, that
                    notwithstanding anything to the contrary in Section 5(a)(i),
                    any failure
                    by Party A to comply with or perform any obligation to be complied
                    with or
                    performed by Party A under the Credit Support Annex shall not
                    constitute
                    an Event of Default under Section 5(a)(i) unless (A) a Required
                    Ratings
                    Downgrade Event has occurred and been continuing for 30 or more
                    Local
                    Business Days, and (B) such failure is not remedied on or before
                    the third
                    Local Business Day after notice of such failure is given to Party
                    A.

                


        

        


        
          	(ii)  	
                  The
                    “Breach
                    of Agreement”
                    provisions of Section 5(a)(ii) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(iii)  	
                  The
                    “Credit
                    Support Default”
                    provisions of Section 5(a)(iii) will apply to Party A and will
                    not apply
                    to Party B except that Section 5(a)(iii)(1) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex; provided, however, that notwithstanding anything
                    to the
                    contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                    with or
                    perform any obligation to be complied with or performed by Party
                    A under
                    the Credit Support Annex shall not constitute an Event of Default
                    under
                    Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                    has
                    occurred and been continuing for 30 or more Local Business Days,
                    and (B)
                    such failure is not remedied on or before the third Local Business
                    Day
                    after notice of such failure is given to Party
                    A.

                


        

        


        


        
          	(iv)  	
                  The
                    “Misrepresentation”
                    provisions of Section 5(a)(iv) will apply to Party A and will
                    not apply to
                    Party B. 

                


        

        


        
          	(v)  	
                  The
                    “Default
                    under Specified Transaction”
                    provisions of Section 5(a)(v) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(vi)  	
                  The
                    “Cross
                    Default”
                    provisions of Section 5(a)(vi) will apply to Party A and will
                    not apply to
                    Party B. For purposes of Section 5(a)(vi), solely with respect
                    to Party
                    A:

                


        

        


        “Specified
          Indebtedness” will have the meaning specified in Section 14 , except that such
          term shall not include obligations in respect of deposits received in the
          ordinary course of Party A’s banking business.

        


        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
          if applicable, the Eligible Guarantor. 

        


        “Shareholders’
          Equity” means with respect to an entity, at any time, the sum (as shown in the
          most recent annual audited financial statements of such entity) of (i)
          its
          capital stock (including preferred stock) outstanding, taken at par value,
          (ii)
          its capital surplus and (iii) its retained earnings, minus (iv) treasury
          stock,
          each to be determined in accordance with generally accepted accounting
          principles.

        


        
          	(vii)  	
                  The
                    “Bankruptcy”
                    provisions of Section 5(a)(vii) will apply to Party A and will
                    apply to
                    Party B except that the provisions of Section 5(a)(vii)(2), (6)
                    (to the
                    extent that such provisions refer to any appointment contemplated
                    or
                    effected by the Pooling and Servicing Agreement or any appointment
                    to
                    which Party B has not become subject), (7) and (9) will not apply
                    to Party
                    B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                    is
                    hereby amended by adding after the words “against it” the words
                    “(excluding any proceeding or petition instituted or presented
                    by Party A
                    or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                    deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                    (4) as amended, (5), (6) as amended, or
                    (7)”.

                


        

        


        
          	(viii)  	
                  The
                    “Merger
                    Without Assumption”
                    provisions of Section 5(a)(viii) will apply to Party A and will
                    not apply
                    to Party B.

                


        

        


        (d) Termination
          Events.

        


        The
          statement below that a Termination Event will apply to a specific party
          means
          that upon the occurrence of such a Termination Event, if such specific
          party is
          the Affected Party with respect to a Tax Event, the Burdened Party with
          respect
          to a Tax Event Upon Merger (except as noted below) or the non-Affected
          Party
          with respect to a Credit Event Upon Merger, as the case may be, such specific
          party shall have the right to designate an Early Termination Date in accordance
          with Section 6 of this Agreement; conversely, the statement below that
          such an
          event will not apply to a specific party means that such party shall not
          have
          such right; provided, however, with respect to “Illegality” the statement that
          such event will apply to a specific party means that upon the occurrence
          of such
          a Termination Event with respect to such party, either party shall have
          the
          right to designate an Early Termination Date in accordance with Section
          6 of
          this Agreement.

        


        (i)          
           The
          “Illegality”
          provisions of Section 5(b)(i) will apply to Party A and will apply to Party
          B.

        


        
          	 	
                  (ii)

                	
                  The
                    “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party A except that,
                    for
                    purposes of the application of Section 5(b)(ii) to Party A, Section
                    5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                    a taxing authority, or brought in a court of competent jurisdiction,
                    on or
                    after the date on which a Transaction is entered into (regardless
                    of
                    whether such action is taken or brought with respect to a party
                    to this
                    Agreement) or (y)”, and the “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party B.
                    

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    “Tax
                    Event Upon Merger”
                    provisions of Section 5(b)(iii) will apply to Party A and will
                    apply to
                    Party B, provided that Party A shall not be entitled to designate
                    an Early
                    Termination Date by reason of a Tax Event upon Merger in respect
                    of which
                    it is the Affected Party.

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    “Credit
                    Event Upon Merger”
                    provisions of Section 5(b)(iv) will not apply to Party A and
                    will not
                    apply to Party B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic
                    Early Termination”
                    provision of Section 6(a) will not apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        (f)         
            Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        
          	(i)  	
                  Market
                    Quotation will apply, provided, however, that, in the event of
                    a
                    Derivative Provider Trigger Event, the following provisions will
                    apply:

                


        

        


        
          	 	
                  (A)
                    

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the
                    following:

                


        

        


        “Market
          Quotation” means,
          with respect to one or more Terminated Transactions, a Firm Offer which
          is (1)
          made by a Reference Market-maker that is an Eligible Replacement, (2) for
          an
          amount that would be paid to Party B (expressed as a negative number) or
          by
          Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Reference Market-maker to enter into a Replacement
          Transaction, and (3) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date is to be included.
          

        


        
          	 	
                  (B)

                	
                  The
                    definition of Settlement Amount shall be deleted in its entirety
                    and
                    replaced with the following:

                


        

        


        “Settlement
          Amount”
          means,
          with respect to any Early Termination Date, an amount (as determined by
          Party B)
          equal to: 

        


        
          	 	
                  (a)

                	
                  If
                    a Market Quotation for the relevant Terminated Transaction or
                    group of
                    Terminated Transactions is accepted by Party B so as to become
                    legally
                    binding on or before the day falling ten Local Business Days
                    after the day
                    on which the Early Termination Date is designated, or such later
                    day as
                    Party B may specify in writing to Party A, but in either case
                    no later
                    than one Local Business Day prior to the Early Termination Date
                    (such day,
                    the “Latest Settlement Amount Determination Day”), the Termination
                    Currency Equivalent of the amount (whether positive or negative)
                    of such
                    Market Quotation; 

                


        

        


        
          	 	
                  (b)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    has been accepted by Party B so as to become legally binding
                    and one or
                    more Market Quotations from
                    Approved Replacements have
                    been made and remain capable of becoming legally binding upon
                    acceptance,
                    the Settlement Amount shall equal the Termination Currency Equivalent
                    of
                    the amount (whether positive or negative) of the lowest of such
                    Market
                    Quotations (for the avoidance of doubt, the lowest of such Market
                    Quotations shall be the lowest Market Quotation of
                    such Market Quotations
                    expressed as a positive number or, if any of such Market Quotations
                    is
                    expressed as a negative number, the Market Quotation expressed
                    as a
                    negative number with the largest absolute value);
                    or

                


        

        


        
          	 	
                  (c)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    is
                    accepted by Party B so as to become legally binding and no Market
                    Quotation from an Approved Replacement remains capable of becoming
                    legally
                    binding upon acceptance, the Settlement Amount shall equal Party
                    B’s Loss
                    (whether positive or negative and without reference to any Unpaid
                    Amounts)
                    for the relevant Terminated Transaction or group of Terminated
                    Transactions.

                


        

        


        
          	 	
                  (C)

                	
                  If
                    Party B requests Party A in writing to obtain Market Quotations,
                    Party A
                    shall use its reasonable efforts to do so before the Latest Settlement
                    Amount Determination Day.

                


        

        


        
          	 	
                  (D)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second
          Method and Market Quotation.
          If the
          Second Method and Market Quotation apply, (I) Party B shall pay to Party
          A an
          amount equal to the absolute value of the Settlement Amount in respect
          of the
          Terminated Transactions, (II) Party B shall pay to Party A the Termination
          Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
          A
          shall pay to Party B the Termination Currency Equivalent of the Unpaid
          Amounts
          owing to Party B; provided, however, that (x) the amounts payable under
          the
          immediately preceding clauses (II) and (III) shall be subject to netting
          in
          accordance with Section 2(c) of this Agreement and (y) notwithstanding
          any other
          provision of this Agreement, any amount payable by Party A under the immediately
          preceding clause (III) shall not be netted-off against any amount payable
          by
          Party B under the immediately preceding clause (I).”

         

        
          	 	
                  (E)

                	
                  At
                    any time on or before the Latest Settlement Amount Determination
                    Day at
                    which two or more Market Quotations from Approved Replacements
                    remain
                    capable of becoming legally binding upon acceptance, Party B
                    shall be
                    entitled to accept only the lowest of such Market Quotations
                    (for the
                    avoidance of doubt, the lowest of such Market Quotations shall
                    be the
                    lowest Market Quotation of such Market Quotations expressed as
                    a positive
                    number or, if any of such Market Quotations is expressed as a
                    negative
                    number, the Market Quotation expressed as a negative number with
                    the
                    largest absolute value).

                


        

        


        
          	(ii)  	
                  The
                    Second Method will apply.

                


        

        


        (g)         
           “Termination
          Currency”
          means
          USD.

        


        (h)         
            Additional
          Termination Events.
          Additional Termination Events will apply as provided in Part 5(c). 

        


        Part
          2.  Tax
          Matters.

        


        (a)         
           Tax
          Representations. 

        


        
          	 	
                  (i)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(e) of this Agreement:
                    

                


        

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, of any Relevant Jurisdiction to make any
          deduction or withholding for or on account of any Tax from any payment
          (other
          than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
          be made
          by it to the other party under this Agreement. In making this representation,
          it
          may rely on: (i) the accuracy of any representations made by the other
          party
          pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
          agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
          the
          accuracy and effectiveness of any document provided by the other party
          pursuant
          to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
          of
          the agreement of the other party contained in Section 4(d) of this Agreement,
          provided that it shall not be a breach of this representation where reliance
          is
          placed on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal or
          commercial position.

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None.

        


        (ii)            Payee
          Representations.
          For the
          purpose of Section 3(f) of this Agreement: 

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        Party
          A
          is a national banking association organized under the federal laws of the
          United
          States and its U.S. taxpayer identification number is 20-1177241. 

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None. 

        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Gross
                    Up.
                    Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                    2(d)(ii)
                    shall not apply to Party B as Y, in each case such that Party
                    B shall not
                    be required to pay any additional amounts referred to
                    therein.

                


        

        


        
          	 	
                  (ii)

                	
                  Indemnifiable
                    Tax.
                    The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                    entirety and replaced with the
                    following:

                


        

        


        “Indemnifiable
          Tax”
          means,
          in relation to payments by Party A, any Tax and, in relation to payments
          by
          Party B, no Tax. 

        


         Part
          3.  Agreement
          to Deliver Documents.  

        


        (a) For
          the
          purpose of Section 4(a)(i), tax forms, documents, or certificates to be
          delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                
	
                  Party
                    A

                	
                  A
                    correct, complete and duly executed U.S. Internal Revenue Service
                    Form W-9
                    or other applicable form (or successor thereto), together with
                    appropriate
                    attachments, that eliminates U.S. federal withholding and backup
                    withholding Tax on payments to Party A under this
                    Agreement.

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party B, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered form
                    becoming inaccurate or incorrect

                
	 	 	 	 
	
                  Party
                    B

                	
                  Party
                    B will deliver at closing a correct, complete and duly executed
                    U.S.
                    Internal Revenue Service Form W-9 or other applicable form (or
                    successor
                    thereto), together with appropriate attachments, and may deliver
                    other
                    tax forms
                    relating to the beneficial owner of payments to Party B under
                    this
                    Agreement from time to time 

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party A, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered form
                    becoming inaccurate or incorrect

                


        

        


        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Financial Statements as set forth in Party A’s Call Report containing
                    consolidated financial statements certified by independent certified
                    public accountants and prepared in accordance with generally
                    accepted
                    accounting principles in the country in which Party A is
                    organized

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Quarterly
                    Financial Statements as set forth in Party A’s Call Report containing
                    unaudited, consolidated financial statements of Party A’s fiscal quarter
                    prepared in accordance with generally accepted accounting principles
                    in
                    the country in which Party A is organized

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  An
                    opinion of counsel to Party A satisfactory in form and substance
                    to Party
                    B

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                


        

        


        Part
          4. Miscellaneous. 

        


        
          	
                  (a)

                	
                  Address
                    for Notices:
                    For the purposes of Section 12(a) of this
                    Agreement:

                


        

        


        Address
          for notices or communications to Party A:

        


        
          	
                  Address:
                    

                	
                  452
                    Fifth Avenue, New York, NY 10018

                
	
                  Attention:

                	
                  Christian
                    McGreevy

                
	
                  Facsimile:

                	
                  212-525-8710

                
	
                  Telephone:
                    

                	
                  212-525-5517

                


        

        


         

        Please
          direct all settlement inquiries to:

         

        


        HSBC
          Bank USA, National Association

        Derivative
          Settlements

        
          	
                  Attention:

                	
                  Jeffrey
                    Lombino

                
	
                  Telephone:

                	
                  (212)
                    525-5393

                
	
                  Fax:

                	
                  (212)
                    525-6903

                


        

        


        (For
          all
          purposes)

        


        Address
          for notices or communications to Party B:

        


        
          	
                  Attention:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  452
                    5th
                    Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  Facsimile:

                	
                  212-525-1300

                
	 	 
	
                  with
                    a copy to:

                	 
	 	 
	
                  Attention:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-1

                
	
                  Facsimile:

                	
                  410-715-2380

                


        

        


        (For
          all
          purposes)

        


        (b) Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Not applicable.

        


        Party
          B
          appoints as its Process Agent: Not applicable.

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this Agreement;
                    neither
                    Party A nor Party B has any Offices other than as set forth in
                    the Notices
                    Section and Party A agrees that, for purposes of Section 6(b)
                    of this
                    Agreement, it shall not in the future have any Office other than
                    one in
                    the United States.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A
          is not a Multibranch Party.

        


        
          	 	
                  Party
                    B is not a Multibranch Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A; provided, however, that if
                    an Event of
                    Default shall have occurred with respect to Party A, Party B
                    shall have
                    the right to appoint as Calculation Agent a third party, reasonably
                    acceptable to Party A, the cost for which shall be borne by Party
                    A.

                


        

        


        


        


        (f) Credit
          Support Document. 

         

        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex, solely in respect of Party B’s obligations under
                    Paragraph 3(b) of the Credit Support
                    Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.
                    The parties to this Agreement hereby agree that the law of the
                    State of
                    New York shall govern their rights and duties in whole, without
                    regard to
                    the conflict of law provisions thereof other than New York General
                    Obligations Law Sections 5-1401 and 5-1402.


                


        

        


        
          	
                  (i)

                	
                  Netting
                    of Payments.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

        


        
          	
                  (j)

                	
                  Affiliate.“Affiliate”
                    shall have the meaning assigned thereto in Section 14; provided,
                    however,
                    that Party A and Party B shall be deemed to have no Affiliates
                    for
                    purposes of this Agreement, including for purposes of Section
                    6(b)(ii).

                


        

        Part
          5.  Others
          Provisions.

        


        
          	
                  (a)

                	
                  Definitions.
                    Unless
                    otherwise specified in a Confirmation, this Agreement and each
                    Transaction
                    under this Agreement are subject to the 2000 ISDA Definitions
                    as published
                    and copyrighted in 2000 by the International Swaps and Derivatives
                    Association, Inc. (the “Definitions”),
                    and will be governed in all relevant respects by the provisions
                    set forth
                    in the Definitions, without regard to any amendment to the Definitions
                    subsequent to the date hereof. The provisions of the Definitions
                    are
                    hereby incorporated by reference in and shall be deemed a part
                    of this
                    Agreement, except that (i) references in the Definitions to a
“Swap
                    Transaction” shall be deemed references to a “Transaction” for purposes of
                    this Agreement, and (ii) references to a “Transaction” in this Agreement
                    shall be deemed references to a “Swap Transaction” for purposes of the
                    Definitions. Each term capitalized but not defined in this Agreement
                    shall
                    have the meaning assigned thereto in the Pooling and Servicing
                    Agreement.

                


        

         

        (b)        
           Amendments
          to ISDA Master Agreement.

        


        
          	 	
                  (i)

                	
                  Single
                    Agreement.
                    Section 1(c) is hereby amended by the adding the words “including, for the
                    avoidance of doubt, the Credit Support Annex” after the words “Master
                    Agreement”. 

                


        

        


        (ii)         
           Conditions
          Precedent. Section
          2(a)(iii) is hereby amended by adding the following at the end thereof:
          

        


        Notwithstanding
          anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
          with
          respect to Party B or Potential Event of Default with respect to Party
          B has
          occurred and been continuing for more than 30 Local Business Days and no
          Early
          Termination Date in respect of the Affected Transactions has occurred or
          been
          effectively designated by Party A, the obligations of Party A under Section
          2(a)(i) shall cease to be subject to the condition precedent set forth
          in
          Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
          of
          Default or such Potential Event of Default (the “Specific
          Event”);
          provided, however, for the avoidance of doubt, the obligations of Party
          A under
          Section 2(a)(i) shall be subject to the condition precedent set forth in
          Section
          2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
          occurrence of the same Event of Default with respect to Party B or Potential
          Event of Default with respect to Party B after the Specific Event has ceased
          to
          be continuing and with respect to any occurrence of any other Event of
          Default
          with respect to Party B or Potential Event of Default with respect to Party
          B
          that occurs subsequent to the Specific Event. 

        


        
          	 	
                  (iii)

                	
                  Change
                    of Account.
                    Section 2(b) is hereby amended by the addition of the following
                    after the
                    word “delivery” in the first line
                    thereof:

                


        

         

        “to
          another account in the same legal and tax jurisdiction as the original
          account”.

        


        
          	 	
                  (iv)

                	
                  Representations.
                    Section 3 is hereby amended by adding at the end thereof the
                    following
                    subsection (g): 

                


        

        


        
          	 	
                  “(g)

                	
                  Relationship
                    Between Parties. 

                


        

        


        
          	 	
                  (1)

                	
                  Nonreliance.
                    (i) It is not relying on any statement or representation of the
                    other
                    party regarding the Transaction (whether written or oral), other
                    than the
                    representations expressly made in this Agreement or the Confirmation
                    in
                    respect of that Transaction and (ii) it has consulted with its
                    own legal,
                    regulatory, tax, business, investment, financial and accounting
                    advisors
                    to the extent it has deemed necessary, and it has made its own
                    investment,
                    hedging and trading decisions based upon its own judgment and
                    upon any
                    advice from such advisors as it has deemed necessary and not
                    upon any view
                    expressed by the other party.

                


        

         

        
          	 	
                  (2)

                	
                  Evaluation
                    and Understanding. (i) It has the capacity to evaluate (internally
                    or
                    through independent professional advice) the Transaction and
                    has made its
                    own decision to enter into the Transaction and (ii) It understands
                    the
                    terms, conditions and risks of the Transaction and is willing
                    and able to
                    accept those terms and conditions and to assume those risks,
                    financially
                    and otherwise. 

                


        

        


        
          	 	
                  (3)

                	
                  Purpose.
                    It is entering into the Transaction for the purposes of managing
                    its
                    borrowings or investments, hedging its underlying assets or liabilities
                    or
                    in connection with a line of business.


                


        

        


        
          	 	
                  (4)

                	
                  Status
                    of Parties. The other party is not acting as an agent, fiduciary
                    or
                    advisor for it in respect of the Transaction.


                


        

        


        
          	 	
                  (5)

                	
                  Eligible
                    Contract Participant. It is an “eligible swap participant” as such term is
                    defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
                    35)
                    promulgated under, and an “eligible contract participant” as defined in
                    Section 1(a)(12) of the Commodity Exchange Act, as
                    amended.”

                


        

        


        
          	 	
                  (v)

                	
                  Transfer
                    to Avoid Termination Event.
                    Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                    Event Upon Merger occurs and the Burdened Party is the Affected
                    Party,”
                    and (ii) by deleting the words “to transfer” and inserting the words “to
                    effect a Permitted Transfer” in lieu
                    thereof.

                


        

        


        
          	 	
                  (vi)

                	
                  Jurisdiction.
                    Section
                    13(b) is hereby amended by: (i) deleting in the second line of
                    subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                    end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                    deleting the final paragraph
                    thereof.

                


        

        


        
          	 	
                  (vii)

                	
                  Local
                    Business Day.
                    The definition of Local Business Day in Section 14 is hereby
                    amended by
                    the addition of the words “or any Credit Support Document” after “Section
                    2(a)(i)” and the addition of the words “or Credit Support Document” after
                    “Confirmation”. 

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.
                    The following Additional Termination Events will
                    apply:

                


        

        


        
          	(i)  	
                  First
                    Rating Trigger Collateral.
                    If
                    (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    Party
                    A has failed to comply with or perform any obligation to be complied
                    with
                    or performed by Party A in accordance with the Credit Support
                    Annex, then
                    an Additional Termination Event shall have occurred with respect
                    to Party
                    A and Party A shall be the sole Affected Party with respect to
                    such
                    Additional Termination Event. 

                


        

        


        
          	(ii)  	
                  Second
                    Rating Trigger Replacement.
                    If
                    (A) a Required Ratings Downgrade Event has occurred and been
                    continuing
                    for 30 or more Local Business Days and (B) (i) at least one Eligible
                    Replacement has made a Firm Offer to be the transferee of all
                    of Party A’s
                    rights and obligations under this Agreement (and such Firm Offer
                    remains
                    an offer that will become legally binding upon such Eligible
                    Replacement
                    upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                    has made
                    a Firm Offer to provide an Eligible Guarantee (and such Firm
                    Offer remains
                    an offer that will become legally binding upon such Eligible
                    Guarantor
                    immediately upon acceptance by the offeree), then an Additional
                    Termination Event shall have occurred with respect to Party A
                    and Party A
                    shall be the sole Affected Party with respect to such Additional
                    Termination Event. 

                


        

        


        
          	(iii)  	
                  Optional
                    Termination of Securitization.
                    An
                    Additional Termination Event shall occur upon the notice to
                    Certificateholder of an optional termination becoming unrescindable
                    in
                    accordance with Article x of the Pooling and Servicing Agreement,
                    Party B
                    shall be the sole Affected Party with respect to such Additional
                    Termination Event; provided, however that notwithstanding anything
                    to the
                    contrary in Section 6(b)(iv), only Party B may designate an Early
                    Termination Date in respect of this Additional Termination Event.
                    

                


        

        


        
          	(iv)  	
                  Information
                    Required by Regulation AB. If
                    Party A fails to comply with the provisions of Part 5(e) upon
                    the
                    occurrence of a Swap Disclosure Event, then an Additional Termination
                    Event shall have occurred with respect to Party A and Party A
                    shall be the
                    sole Affected Party with respect to such Additional Termination
                    Event

                


        

        


        


        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event.
                    In
                    the event that no Relevant Entity has credit ratings at least
                    equal to the
                    Required Ratings Threshold (such event, a “Required
                    Ratings Downgrade Event”),
                    then Party A shall, as soon as reasonably practicable and so
                    long as a
                    Required Ratings Downgrade Event is in effect, at its own expense,
                    using
                    commercially reasonable efforts, procure either (A) a Permitted
                    Transfer
                    or (B) an Eligible Guarantee. 

                


        

        


        (e)
           Compliance
          with Regulation AB. (i)
          For
          purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation
          AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
          Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended
          (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
          Commission and its staff, if the Depositor or Party B makes a determination,
          acting reasonably and in good faith, that (x) the applicable “significance
          percentage” with respect to this Agreement has been reached, and (y) it has a
          reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
          Party A shall (or shall cause its Credit Support Provider to), within ten
          (10)
          calendar days after notice to that effect, at its sole expense, take one
          of the
          following actions (each subject to satisfaction of the Rating Agency Condition):
          (1) provide (including, if permitted by Regulation AB, provision by reference
          to
          reports filed pursuant to the Exchange Act or otherwise publicly available
          information): (A) the financial data required by Item 301 of Regulation
          S-K (17
          C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting
          the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but
          excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R.
          ss.
          ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C)
          such
          other financial information as may at the time be required or permitted
          to be
          provided in satisfaction of the requirements of Item 1115(b), together
          with
          accountants consents and/or a procedure letter relating thereto; or (2)
          secure
          an Approved Replacement that is able to comply with the requirements of
          Item
          1115(b) of Regulation AB to replace Party A as party to this Agreement,
          on
          substantially similar terms, the debt rating of which entity (or credit
          support
          provider therefor) meets or exceeds the applicable requirements of the
          applicable Rating Agencies.

        


        (ii)
          For
          so long as the aggregate significance percentage is 10% or more, Party
          A shall
          (or shall cause its Credit Support Provider to) provide any updates to
          the
          information provided pursuant to clause (i)(1) above to the Depositor within
          five (5) Business Days following availability thereof (but in no event
          more than
          45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
          for any half-year update, and in no event more than 90 days after the end
          of
          each of Party A’s Credit Support Provider’s fiscal year for any annual
          update).

        


        (iii)
          All
          information provided pursuant to clauses (i)(1) and (ii) above (all such
          information, “Swap Financial Disclosure”) shall be in a form suitable for
          conversion to the format required for filing by the Depositor with the
          Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
          In
          addition, any such information, if audited, shall be accompanied by any
          necessary auditor’s consents or, if such information is unaudited, shall be
          accompanied by an appropriate agreed-upon procedures letter from Party
          A’s
          accountants. If permitted by Regulation AB, any such information may be
          provided
          by reference to or incorporation by reference from reports filed pursuant
          to the
          Exchange Act.

        


        (iv)
          Party A agrees that, in the event that Party A provides Swap Financial
          Disclosure to Depositor in accordance with paragraph (iii) above or causes
          its
          Credit Support Provider to provide Swap Financial Disclosure to Depositor
          in
          accordance with paragraph (iii) above, it will indemnify and hold harmless
          Depositor, its respective directors or officers and any person controlling
          Depositor, from and against any and all losses, claims, damages and liabilities
          (any “Damage”) caused by any untrue statement or alleged untrue statement of a
          material fact contained in such Swap Financial Disclosure or caused by
          any
          omission or alleged omission to state in such Swap Financial Disclosure
          a
          material fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading; provided, however that the foregoing shall not apply to any
          Damage
          caused by the negligence or any willful action of Depositor or any other
          party
          (other than Party A or any of its affiliates or any of their respective
          agents),
          including without limitation any failure to calculate the Significance
          Percentage according to the terms of this Agreement or to make any filing
          as and
          when required under Regulation AB.

        


        (v)
          Third
          Party Beneficiary. The Depositor shall be an express third party beneficiary
          of
          this Agreement as if a party hereto to the extent of the Depositor’s rights
          explicitly specified in this Part 5(e).

         

        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)           
           Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          or the succeeding sentence, neither Party A nor Party B is permitted to
          assign,
          novate or transfer (whether by way of security or otherwise) as a whole
          or in
          part any of its rights, obligations or interests under the Agreement or
          any
          Transaction unless (a) the prior written consent of the other party is
          obtained,
          and (b) the Rating Agency Condition has been satisfied with respect to
          S&P.
          At any time at which no Relevant Entity has credit ratings at least equal
          to the
          Approved Ratings Threshold, Party A may make a Permitted Transfer.”


         

        
          	 	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, take any reasonable steps
                    required to be taken by Party B to effect such transfer.
                    

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.
                    Party A acknowledges and agree that, notwithstanding any provision
                    in this
                    Agreement to the contrary, the obligations of Party B hereunder
                    are
                    limited recourse obligations of Party B, payable solely , in
                    accordance
                    with the priority of payments and other terms of the Pooling
                    and Servicing
                    Agreement and that Party A will not have any recourse to any
                    of the
                    directors, officers, employees, shareholders or affiliates of
                    the Party B
                    with respect to any claims, losses, damages, liabilities, indemnities
                    or
                    other obligations in connection with any transactions contemplated
                    hereby.
                    This provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  Limitation
                    on Events of Default.
                    Notwithstanding the provisions of Sections 5 and 6, if at any
                    time and so
                    long as Party B has satisfied in full all its payment obligations
                    under
                    Section 2(a)(i) and has at the time no future payment obligations,
                    whether
                    absolute or contingent, under such Section, then unless Party
                    A is
                    required pursuant to appropriate proceedings to return to Party
                    B or
                    otherwise returns to Party B upon demand of Party B any portion
                    of any
                    such payment, (a) the occurrence of an event described in Section
                    5(a)
                    with respect to Party B shall
                    not constitute an Event of Default or Potential
                    Event of Default with respect to Party B as Defaulting Party
                    and (b) Party
                    A shall be entitled to designate an Early Termination Date pursuant
                    to
                    Section 6 only as a result of the occurrence of a Termination
                    Event set
                    forth in either Section 5(b)(i) or 5(b)(ii) with respect to Party
                    A as the
                    Affected Party, or Section 5(b)(iii) with respect to Party A
                    as the
                    Burdened Party. For purposes of the Transaction to which this
                    Agreement
                    relates, Party B’s only obligation under Section 2(a)(i) is to pay the
                    Fixed Amount on the Fixed Amount Payer Payment
                    Date

                


        

        


        
          	
                  (i)

                	
                  Rating
                    Agency Notifications. Notwithstanding
                    any other provision of this Agreement, no Early Termination Date
                    shall be
                    effectively designated hereunder by Party B and no transfer of
                    any rights
                    or obligations under this Agreement shall be made by either party
                    unless
                    each Cap Rating Agency has been given prior written notice of
                    such
                    designation or transfer. 

                


        

        


        
          	
                  (j)

                	
                  No
                    Set-off.
                    Except as expressly provided for in Section 2(c), Section 6 or
                    Part
                    1(f)(i)(D) hereof, and notwithstanding any other provision of
                    this
                    Agreement or any other existing or future agreement, each party
                    irrevocably waives any and all rights it may have to set off,
                    net, recoup
                    or otherwise withhold or suspend or condition payment or performance
                    of
                    any obligation between it and the other party hereunder against
                    any
                    obligation between it and the other party under any other agreements.
                    Section 6(e) shall be amended by deleting the following sentence:
“The
                    amount, if any, payable in respect of an Early Termination Date
                    and
                    determined pursuant to this Section will be subject to any
                    Set-off.”

                


        

         

        
          	
                  (k)

                	
                  Amendment.
                    Notwithstanding any provision to the contrary in this Agreement,
                    no
                    amendment of either this Agreement or any Transaction under this
                    Agreement
                    shall be permitted by either party unless each of the Cap Agencies
                    has
                    been provided prior written notice of the same and such amendment
                    satisfies the Rating Agency Condition with respect to
                    S&P.

                


        

        


        
          	
                  (l)

                	
                  Notice
                    of Certain Events or Circumstances.
                    Each Party agrees, upon learning of the occurrence or existence
                    of any
                    event or condition that constitutes (or that with the giving
                    of notice or
                    passage of time or both would constitute) an Event of Default
                    or
                    Termination Event with respect to such party, promptly to give
                    the other
                    Party and to each Cap Rating Agency notice of such event or condition;
                    provided that failure to provide notice of such event or condition
                    pursuant to this Part 5(l) shall not constitute an Event of Default
                    or a
                    Termination Event.

                


        

         

        (m)        
           Proceedings.
          No
          Relevant Entity shall institute against, or cause any other person to institute
          against, or join any other person in instituting against Party B or the
          trust
          created pursuant to the Pooling and Servicing Agreement, any bankruptcy,
          reorganization, arrangement, insolvency or liquidation proceedings or other
          proceedings under any federal or state bankruptcy or similar law for a
          period of
          one year (or, if longer, the applicable preference period) and one day
          following
          payment in full of the Certificates and any Notes. This provision will
          survive
          the termination of this Agreement. 

        


        
          	
                  (n)

                	
                  Trustee
                    Limitation of Liability. It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed and delivered by HSBC Bank USA, National
                    Association, not individually or personally but solely as the
                    Trustee, in
                    the exercise of the powers and authority conferred and vested
                    in it under
                    the Pooling and Servicing Agreement, (b) the representations,
                    warranties,
                    covenants, undertakings and agreements herein made on the part
                    of the
                    trust created pursuant to the Pooling and Servicing Agreement
                    (the
                    “Trust”) are made and intended not as personal representations,
                    undertakings and agreements by HSBC Bank USA, National Association
                    but are
                    made and intended for the purpose of binding only the Trust,
                    (c) nothing
                    herein contained shall be construed as creating any liability
                    on HSBC Bank
                    USA, National Association, individually or personally, to perform
                    any
                    covenant either expressed or implied contained herein, all such
                    liability,
                    if any, being expressly waived by the parties who are signatories
                    to this
                    Agreement and by any person claiming by, through or under such
                    parties and
                    (d) under no circumstances shall HSBC Bank USA, National Association
                    be
                    personally liable for the payment of any indemnity, indebtedness,
                    fees or
                    expenses of the Trust or be liable for the breach or failure
                    of any
                    obligation, representation, warranty or covenant made or undertaken
                    by the
                    Trust under this Agreement.

                


        

        


        
          	
                  (o)

                	
                  Severability.
                    If
                    any term, provision, covenant, or condition of this Agreement,
                    or the
                    application thereof to any party or circumstance, shall be held
                    to be
                    invalid or unenforceable (in whole or in part) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable. 

                


        

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition. 

        


        
          	
                  (p)

                	
                  Agent
                    for Party B. Party
                    A acknowledges that the Securities Administrator has been appointed
                    as
                    agent under the Pooling and Servicing Agreement to carry out
                    certain
                    functions on behalf of Party B, and that the Securities Administrator
                    shall be entitled to give notices and to perform and satisfy
                    the
                    obligations of Party B hereunder on behalf of Party
                    B.

                


        

        


        
          	
                  (q)

                	
                  Escrow
                    Payments.
                    If
                    (whether by reason of the time difference between the cities
                    in which
                    payments are to be made or otherwise) it is not possible for
                    simultaneous
                    payments to be made on any date on which both parties are required
                    to make
                    payments hereunder, either Party may at its option and in its
                    sole
                    discretion notify the other Party that payments on that date
                    are to be
                    made in escrow. In this case deposit of the payment due earlier
                    on that
                    date shall be made by 2:00 pm (local time at the place for the
                    earlier
                    payment) on that date with an escrow agent selected by the notifying
                    party, accompanied by irrevocable payment instructions (i) to
                    release the
                    deposited payment to the intended recipient upon receipt by the
                    escrow
                    agent of the required deposit of any corresponding payment payable
                    by the
                    other party on the same date accompanied by irrevocable payment
                    instructions to the same effect or (ii) if the required deposit
                    of the
                    corresponding payment is not made on that same date, to return
                    the payment
                    deposited to the party that paid it into escrow. The party that
                    elects to
                    have payments made in escrow shall pay all costs of the escrow
                    arrangements.

                


        

         

        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

        


        
          	
                  (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any in respect of any suit, action or proceeding relating to
                    this
                    Agreement or any Credit Support Document.


                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency -
                    Crossborder) as published and copyrighted in 1992 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  Additional
                    representations.

                


        

        


        
          	 	
                  (i)

                	
                  Representations
                    of Party A.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    each Transaction that:--

                


        

         

        
          	 	
                  (1)

                	
                  Party
                    A’s obligations under this Agreement rank pari passu with all of
                    Party A’s
                    other unsecured, unsubordinated obligations except those obligations
                    preferred by operation of law.

                


        

        


        
          	 	
                  (2)

                	
                  Party
                    A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                    execution, delivery and performance of this Agreement (including
                    the
                    Credit Support Annex and each Confirmation) have been approved
                    by its
                    board of directors or its loan committee, such approval is reflected
                    in
                    the minutes of said board of directors or loan committee, and
                    this
                    Agreement (including the Credit Support Annex and each Confirmation)
                    will
                    be maintained as one of its official records continuously from
                    the time of
                    its execution (or in the case of any Confirmation, continuously
                    until such
                    time as the relevant Transaction matures and the obligations
                    therefor are
                    satisfied in full).

                


        

        


        
          	 	
                  (ii)

                	
                  Capacity.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    this Agreement that it is entering into the Agreement and the
                    Transaction
                    as principal and not as agent of any person. Party B represents
                    to Party A
                    on the date on which Party B enters into this Agreement that
                    it is
                    entering into the Agreement and the Transaction in its capacity
                    as
                    Trustee.

                


        

         

        
          	
                  (w)

                	
                  Acknowledgements.

                


        

        


        
          	 	
                  (ii)

                	
                  Bankruptcy
                    Code.
                    Subject to Part 5(m), without limiting the applicability if any,
                    of any
                    other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                    Code”) (including without limitation Sections 362, 546, 556, and 560
                    thereof and the applicable definitions in Section 101 thereof),
                    the
                    parties acknowledge and agree that all Transactions entered into
                    hereunder
                    will constitute “forward contracts” or “swap agreements” as defined in
                    Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                    Section 761 of the Bankruptcy Code, that the rights of the parties
                    under
                    Section 6 of this Agreement will constitute contractual rights
                    to
                    liquidate Transactions, that any margin or collateral provided
                    under any
                    margin, collateral, security, pledge, or similar agreement related
                    hereto
                    will constitute a “margin payment” as defined in Section 101 of the
                    Bankruptcy Code, and that the parties are entities entitled to
                    the rights
                    under, and protections afforded by, Sections 362, 546, 556, and
                    560 of the
                    Bankruptcy Code.

                


        

         

        
          	
                  (x)

                	
                  [Reserved]

                


        

         

        
          	
                  (y)

                	
                  Third
                    Party Beneficiary.
                    Wells Fargo Bank, N.A. is a third party beneficiary of this agreement
                    and
                    is entitled to the rights and benefits hereunder and may enforce
                    the
                    provisions hereof as if were a party
                    hereto.

                


        

         

        (z)          
           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
          Ratings Threshold.

        


        “Approved
          Replacement” means,
          with respect to a Market Quotation, an entity making such Market Quotation,
          which entity would satisfy conditions (a), (b), (c) and (d) of the definition
          of
          Permitted Transfer (as determined by Party B in its sole discretion, acting
          in a
          commercially reasonable manner) if such entity were a Transferee, as defined
          in
          the definition of Permitted Transfer.

        


        “Cap
          Rating Agencies”
          means,
          with respect to any date of determination, each of S&P and
          Moody’s,
          to the
          extent that each such rating agency is then providing a rating for any
          of the
Nomura
          Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


        “Derivative
          Provider Trigger Event”
          means
          (i) an Event of Default with respect to which Party A is a Defaulting Party,
          (ii) a Termination Event with respect to which Party A is the sole Affected
          Party or (iii) an Additional Termination Event with respect to which Party
          A is
          the sole Affected Party.

        


        “Eligible
          Guarantee”
          means an
          unconditional and irrevocable guarantee of all present and future obligations
          (for the avoidance of doubt, not limited to payment obligations) of Party
          A or
          an Eligible Replacement to Party B under this Agreement that is provided
          by an
          Eligible Guarantor as principal debtor rather than surety and that is directly
          enforceable by Party B, the form and substance of which guarantee are subject
          to
          the Rating Agency Condition with respect to S&P, and either (A) a law firm
          has given a legal opinion confirming that none of the guarantor’s payments to
          Party B under such guarantee will be subject to Tax
          collected by withholding or
          (B)
          such guarantee provides that, in the event that any of such guarantor’s payments
          to Party B are subject to Tax collected by withholding, such guarantor
          is
          required to pay such additional amount as is necessary to ensure that the
          net
          amount actually received by Party B (free and clear of any Tax collected
          by
          withholding) will equal the full amount Party B would have received had
          no such
          withholding been required.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings at least equal to the S&P Approved
          Ratings Threshold and (B) has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold, provided, for the avoidance of doubt,
          that an Eligible Guarantee of an Eligible Guarantor with credit ratings
          below
          the Moody’s First Trigger Ratings Threshold will not cause a Collateral Event
          (as defined in the Credit Support Annex) not to occur or continue with
          respect
          to Moody’s. 

        


        “Eligible
          Replacement”
          means an
          entity (i) (a) that has credit ratings from S&P at least equal to the
          S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
          least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
          avoidance of doubt, that an Eligible Replacement with credit ratings below
          the
          Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
          defined in the Credit Support Annex) not to occur or continue with respect
          to
          Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
          not limited to payment obligations) of which entity to Party B under this
          Agreement are guaranteed pursuant to an Eligible Guarantee.

         

        


        “Firm
          Offer”
          means
          (A) with respect to an Eligible Replacement, a quotation from such Eligible
          Replacement (i) in an amount equal to the actual amount payable by or to
          Party B
          in consideration of an agreement between Party B and such Eligible Replacement
          to replace Party A as the counterparty to this Agreement by way of novation
          or,
          if such novation is not possible, an agreement between Party B and such
          Eligible
          Replacement to enter into a Replacement Transaction (assuming that all
          Transactions hereunder become Terminated Transactions), and (ii) that
          constitutes an offer by such Eligible Replacement to replace Party A as
          the
          counterparty to this Agreement or enter a Replacement Transaction that
          will
          become legally binding upon such Eligible Replacement upon acceptance by
          Party
          B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
          Guarantor to provide an Eligible Guarantee that will become legally binding
          upon
          such Eligible Guarantor upon acceptance by the offeree.

        


        “Moody’s”
          means
          Moody’s Investors Service, Inc., or any successor thereto. 

        


        “Moody’s
          First Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or
          counterparty rating from
          Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
          Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
          unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a
          long-term unsecured and unsubordinated debt rating or counterparty rating
          from
          Moody’s of “A1”.

        


        “Moody’s
          Second Trigger Ratings Event” means
          that no
          Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
          Second Trigger Ratings Threshold. 

        


        “Moody’s
          Second Trigger Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
          or counterparty rating from Moody’s of “A3”.

        


        “Permitted
          Transfer” means
          a
          transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
          or the
          second sentence of Section 7 (as amended herein) to a transferee (the
“Transferee”)
          of all,
          but not less than all, of Party A’s rights, liabilities, duties and obligations
          under this Agreement, with
          respect to which transfer each of the following conditions is
          satisfied:
          (a) the
          Transferee is an Eligible Replacement; (b) Party A and the Transferee are
          both
“dealers in notional principal contracts” within the meaning of Treasury
          regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
          would not be required to withhold or deduct on account of Tax from any
          payments
          under this Agreement or would be required to gross up for such Tax under
          Section
          2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
          as a
          result of such transfer; (e) pursuant to a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in
          its sole discretion, acting in a commercially reasonable manner, that such
          Transfer Agreement is effective to transfer to the Transferee all, but
          not less
          than all, of Party A’s rights and obligations under the Agreement and all
          relevant Transactions; (g) Party A will be responsible for any costs or
          expenses
          incurred in connection with such transfer (including any replacement cost
          of
          entering into a replacement transaction); (h) either (A) Moody’s has been given
          prior written notice of such transfer and the Rating Agency Condition is
          satisfied with respect to S&P or (B) each Swap Rating Agency has been given
          prior written notice of such transfer and such transfer is in connection
          with
          the assignment and assumption of this Agreement without modification of
          its
          terms, other than party names, dates relevant to the effective date of
          such
          transfer, tax representations (provided that the representations in Part
          2(a)(i)
          are not modified) and any other representations regarding the status of
          the
          substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
          or Part 5(v)(ii), notice information and account details; and such transfer
          otherwise complies with the terms of the Pooling and Servicing
          Agreement.

         

        “Rating
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder
          and
          each Cap Rating Agency specified in connection with such proposed act or
          omission, that the party acting or failing to act must consult with each
          of the
          specified Cap Rating Agencies and receive from each such Cap Rating Agency
          a
          prior written confirmation that the proposed action or inaction would not
          cause
          a downgrade or withdrawal of the then-current rating of any Certificates
          or
          Notes.

        


        “Relevant
          Entity” means
          Party A and, to the extent applicable, a guarantor under an Eligible
          Guarantee.

        


        “Replacement
          Transaction”
          means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that (i) would have the effect of
          preserving for Party B the economic equivalent of any payment or delivery
          (whether the underlying obligation was absolute or contingent and assuming
          the
          satisfaction of each applicable condition precedent) by the parties under
          Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
          Transactions that would, but for the occurrence of the relevant Early
          Termination Date, have been required after that Date, and (ii) has terms
          which
          are substantially the same as this Agreement, including, without limitation,
          rating triggers, Regulation AB compliance, and credit support documentation,
          save for the exclusion of provisions relating to Transactions that are
          not
          Terminated Transaction, as determined by Party B in its sole discretion,
          acting
          in a commercially reasonable manner.

        


        “Required
          Ratings Downgrade Event”
          shall
          have the meaning assigned thereto in Part 5(d).

        


        “Required
          Ratings Threshold” means
          each of the S&P Required Ratings Threshold, and the Moody’s Second Trigger
          Ratings Threshold.

        


        “S&P”
          means
          Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto. 

        


        “S&P
          Approved Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a short-term unsecured and unsubordinated debt rating
          from
          S&P of “A-1”, or, if such entity does not have a short-term unsecured and
          unsubordinated debt rating from S&P, a long-term unsecured and
          unsubordinated debt rating from S&P of “A+”.

        


        “S&P
          Required Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          S&P of “BBB+”.

        


        


        


        [Remainder
          of this page intentionally left blank.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4. Account
          Details and Settlement Information:  

        


        
          	
                  Payments
                    to Party A:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  ABA
                    # 021-001-088

                
	 	
                  For
                    credit to Department 299

                
	 	
                  A/C:
                    000-04929-8

                
	 	
                  HSBC
                    Derivative Products Group

                
	 	 
	
                  Payments
                    to Party B:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  ABA
                    # 121-000-248

                
	 	
                  For
                    Credit to: SAS Clearing

                
	 	
                  A/C:
                    3970771416

                
	 	
                  FFC:
                    NHEL 2007-1 50984501 Net Wac Reserve
                    Fund

                


        

        


        


        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        We
          are
          very pleased to have executed this Transaction with you and we look forward
          to
          completing other transactions with you in the near future.

        


        Very
          truly yours,

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        


        


        


        
          	
                  By:

                	/s/
                  Antonia Landgraf 
	
                  Name:

                	Antonia
                  Landgraf
	
                  Title:

                	Assistant
                  Vice
                  President


        

         

        
          


          
            	
                    By:

                  	/s/
                    Kristina Cruz
	
                    Name:

                  	Kristina
                    Cruz
	
                    Title:

                  	Assistant
                    Vice
                    President


          

          



        

        


        Party
          B,
          acting through its duly authorized signatory, hereby agrees to, accepts
          and
          confirms the terms of the foregoing as of the date hereof.

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE WITH
          RESPECT
          TO THE NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
          2007-1

        


         

        


        


        
          	
                  By:

                	/s/
                  Elena Zheng
	
                  Name:

                	Elena
                  Zheng
	
                  Title:

                	Vice
                  President


        

        


        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        (all
          such
          dates subject to adjustment in accordance with the Following Business Day
          Convention)

        


        
          	
                  For
                    the Calculation Periods

                	
                  Calculation
                    Amount

                	
                  Cap
                    Rate

                
	
                  From
                    and including:

                	
                  To
                    but excluding

                	
                  in
                    USD:

                	 
	
                  The
                    Effective Date

                	
                  February
                    25, 2007

                	
                  5,490,000.00

                	
                  7.028030%

                
	
                  February
                    25, 2007

                	
                  March
                    25, 2007

                	
                  5,490,000.00

                	
                  6.076850%

                
	
                  March
                    25, 2007

                	
                  April
                    25, 2007

                	
                  5,490,000.00

                	
                  5.309770%

                
	
                  April
                    25, 2007

                	
                  May
                    25, 2007

                	
                  5,490,000.00

                	
                  5.548470%

                
	
                  May
                    25, 2007

                	
                  June
                    25, 2007

                	
                  5,490,000.00

                	
                  5.309840%

                
	
                  June
                    25, 2007

                	
                  July
                    25, 2007

                	
                  5,490,000.00

                	
                  5.548540%

                
	
                  July
                    25, 2007

                	
                  August
                    25, 2007

                	
                  5,490,000.00

                	
                  5.309910%

                
	
                  August
                    25, 2007

                	
                  September
                    25, 2007

                	
                  5,490,000.00

                	
                  5.309950%

                
	
                  September
                    25, 2007

                	
                  October
                    25, 2007

                	
                  5,490,000.00

                	
                  5.548660%

                
	
                  October
                    25, 2007

                	
                  November
                    25, 2007

                	
                  5,490,000.00

                	
                  5.310050%

                
	
                  November
                    25, 2007

                	
                  December
                    25, 2007

                	
                  5,490,000.00

                	
                  5.548780%

                
	
                  December
                    25, 2007

                	
                  January
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310160%

                
	
                  January
                    25, 2008

                	
                  February
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310220%

                
	
                  February
                    25, 2008

                	
                  March
                    25, 2008

                	
                  5,490,000.00

                	
                  5.804080%

                
	
                  March
                    25, 2008

                	
                  April
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310330%

                
	
                  April
                    25, 2008

                	
                  May
                    25, 2008

                	
                  5,490,000.00

                	
                  5.549060%

                
	
                  May
                    25, 2008

                	
                  June
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310440%

                
	
                  June
                    25, 2008

                	
                  July
                    25, 2008

                	
                  5,490,000.00

                	
                  5.549180%

                
	
                  July
                    25, 2008

                	
                  August
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310550%

                
	
                  August
                    25, 2008

                	
                  September
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310610%

                
	
                  September
                    25, 2008

                	
                  October
                    25, 2008

                	
                  5,490,000.00

                	
                  5.549360%

                
	
                  October
                    25, 2008

                	
                  November
                    25, 2008

                	
                  5,490,000.00

                	
                  5.310730%

                
	
                  November
                    25, 2008

                	
                  December
                    25, 2008

                	
                  5,490,000.00

                	
                  5.549480%

                
	
                  December
                    25, 2008

                	
                  January
                    25, 2009

                	
                  5,490,000.00

                	
                  5.310840%

                
	
                  January
                    25, 2009

                	
                  February
                    25, 2009

                	
                  5,490,000.00

                	
                  5.310900%

                
	
                  February
                    25, 2009

                	
                  March
                    25, 2009

                	
                  5,490,000.00

                	
                  6.078210%

                
	
                  March
                    25, 2009

                	
                  April
                    25, 2009

                	
                  5,490,000.00

                	
                  5.311020%

                
	
                  April
                    25, 2009

                	
                  May
                    25, 2009

                	
                  5,490,000.00

                	
                  5.549780%

                
	
                  May
                    25, 2009

                	
                  June
                    25, 2009

                	
                  5,490,000.00

                	
                  5.311140%

                
	
                  June
                    25, 2009

                	
                  July
                    25, 2009

                	
                  5,490,000.00

                	
                  5.549910%

                
	
                  July
                    25, 2009

                	
                  August
                    25, 2009

                	
                  5,490,000.00

                	
                  5.311260%

                
	
                  August
                    25, 2009

                	
                  September
                    25, 2009

                	
                  5,490,000.00

                	
                  5.311330%

                
	
                  September
                    25, 2009

                	
                  October
                    25, 2009

                	
                  5,490,000.00

                	
                  5.550100%

                
	
                  October
                    25, 2009

                	
                  November
                    25, 2009

                	
                  5,490,000.00

                	
                  5.311450%

                
	
                  November
                    25, 2009

                	
                  December
                    25, 2009

                	
                  5,490,000.00

                	
                  5.550230%

                
	
                  December
                    25, 2009

                	
                  January
                    25, 2010

                	
                  5,490,000.00

                	
                  5.311580%

                
	
                  January
                    25, 2010

                	
                  February
                    25, 2010

                	
                  5,490,000.00

                	
                  5.311640%

                
	
                  February
                    25, 2010

                	
                  March
                    25, 2010

                	
                  4,623,642.51

                	
                  6.079030%

                
	
                  March
                    25, 2010

                	
                  April
                    25, 2010

                	
                  4,511,635.39

                	
                  5.311770%

                
	
                  April
                    25, 2010

                	
                  May
                    25, 2010

                	
                  4,402,325.02

                	
                  5.550560%

                
	
                  May
                    25, 2010

                	
                  June
                    25, 2010

                	
                  4,295,646.75

                	
                  5.311900%

                
	
                  June
                    25, 2010

                	
                  July
                    25, 2010

                	
                  4,191,537.49

                	
                  5.550700%

                
	
                  July
                    25, 2010

                	
                  August
                    25, 2010

                	
                  4,089,935.64

                	
                  5.312030%

                
	
                  August
                    25, 2010

                	
                  September
                    25, 2010

                	
                  3,990,781.09

                	
                  5.312100%

                
	
                  September
                    25, 2010

                	
                  October
                    25, 2010

                	
                  3,894,015.14

                	
                  5.550900%

                
	
                  October
                    25, 2010

                	
                  November
                    25, 2010

                	
                  3,799,580.53

                	
                  5.312230%

                
	
                  November
                    25, 2010

                	
                  December
                    25, 2010

                	
                  3,707,421.33

                	
                  5.551040%

                
	
                  December
                    25, 2010

                	
                  January
                    25, 2011

                	
                  3,617,482.98

                	
                  5.312360%

                
	
                  January
                    25, 2011

                	
                  February
                    25, 2011

                	
                  3,529,712.20

                	
                  5.312430%

                
	
                  February
                    25, 2011

                	
                  March
                    25, 2011

                	
                  3,444,057.00

                	
                  6.079910%

                
	
                  March
                    25, 2011

                	
                  April
                    25, 2011

                	
                  3,360,466.63

                	
                  5.312570%

                
	
                  April
                    25, 2011

                	
                  May
                    25, 2011

                	
                  3,278,891.53

                	
                  5.551400%

                
	
                  May
                    25, 2011

                	
                  June
                    25, 2011

                	
                  3,199,283.37

                	
                  5.312710%

                
	
                  June
                    25, 2011

                	
                  July
                    25, 2011

                	
                  3,121,594.94

                	
                  5.551540%

                
	
                  July
                    25, 2011

                	
                  August
                    25, 2011

                	
                  3,045,780.17

                	
                  5.312850%

                
	
                  August
                    25, 2011

                	
                  September
                    25, 2011

                	
                  2,971,794.09

                	
                  5.312920%

                
	
                  September
                    25, 2011

                	
                  October
                    25, 2011

                	
                  2,899,560.43

                	
                  5.551760%

                
	
                  October
                    25, 2011

                	
                  November
                    25, 2011

                	
                  2,829,035.04

                	
                  5.313060%

                
	
                  November
                    25, 2011

                	
                  December
                    25, 2011

                	
                  2,760,212.51

                	
                  5.551910%

                
	
                  December
                    25, 2011

                	
                  January
                    25, 2012

                	
                  2,693,051.94

                	
                  5.313210%

                
	
                  January
                    25, 2012

                	
                  February
                    25, 2012

                	
                  2,627,513.40

                	
                  5.313280%

                
	
                  February
                    25, 2012

                	
                  March
                    25, 2012

                	
                  2,563,557.94

                	
                  5.807380%

                
	
                  March
                    25, 2012

                	
                  April
                    25, 2012

                	
                  2,501,147.50

                	
                  5.313420%

                
	
                  April
                    25, 2012

                	
                  May
                    25, 2012

                	
                  2,440,244.97

                	
                  5.552280%

                
	
                  May
                    25, 2012

                	
                  June
                    25, 2012

                	
                  2,380,814.11

                	
                  5.313570%

                
	
                  June
                    25, 2012

                	
                  July
                    25, 2012

                	
                  2,322,819.54

                	
                  5.552430%

                
	
                  July
                    25, 2012

                	
                  August
                    25, 2012

                	
                  2,266,226.76

                	
                  5.313720%

                
	
                  August
                    25, 2012

                	
                  September
                    25, 2012

                	
                  2,211,002.05

                	
                  5.313800%

                
	
                  September
                    25, 2012

                	
                  October
                    25, 2012

                	
                  2,157,112.53

                	
                  5.552670%

                
	
                  October
                    25, 2012

                	
                  November
                    25, 2012

                	
                  2,104,526.11

                	
                  5.313950%

                
	
                  November
                    25, 2012

                	
                  December
                    25, 2012

                	
                  2,053,211.44

                	
                  5.552830%

                
	
                  December
                    25, 2012

                	
                  January
                    25, 2013

                	
                  2,003,137.94

                	
                  5.314100%

                
	
                  January
                    25, 2013

                	
                  February
                    25, 2013

                	
                  1,954,275.76

                	
                  5.314180%

                
	
                  February
                    25, 2013

                	
                  March
                    25, 2013

                	
                  1,906,595.77

                	
                  6.081860%

                
	
                  March
                    25, 2013

                	
                  April
                    25, 2013

                	
                  1,860,069.53

                	
                  5.314340%

                
	
                  April
                    25, 2013

                	
                  May
                    25, 2013

                	
                  1,814,669.29

                	
                  5.553230%

                
	
                  May
                    25, 2013

                	
                  June
                    25, 2013

                	
                  1,770,367.95

                	
                  5.314490%

                
	
                  June
                    25, 2013

                	
                  July
                    25, 2013

                	
                  1,727,139.06

                	
                  5.553390%

                
	
                  July
                    25, 2013

                	
                  August
                    25, 2013

                	
                  1,684,956.83

                	
                  5.314660%

                
	
                  August
                    25, 2013

                	
                  September
                    25, 2013

                	
                  1,643,796.07

                	
                  5.314740%

                
	
                  September
                    25, 2013

                	
                  October
                    25, 2013

                	
                  1,603,632.17

                	
                  5.553650%

                
	
                  October
                    25, 2013

                	
                  November
                    25, 2013

                	
                  1,564,441.16

                	
                  5.314900%

                
	
                  November
                    25, 2013

                	
                  December
                    25, 2013

                	
                  1,526,199.60

                	
                  5.553820%

                
	
                  December
                    25, 2013

                	
                  January
                    25, 2014

                	
                  1,488,884.64

                	
                  5.315070%

                
	
                  January
                    25, 2014

                	
                  February
                    25, 2014

                	
                  1,452,473.96

                	
                  5.315150%

                
	
                  February
                    25, 2014

                	
                  March
                    25, 2014

                	
                  1,410,312.36

                	
                  6.082940%

                
	
                  March
                    25, 2014

                	
                  April
                    25, 2014

                	
                  1,339,644.11

                	
                  5.315320%

                
	
                  April
                    25, 2014

                	
                  May
                    25, 2014

                	
                  1,270,689.21

                	
                  5.554250%

                
	
                  May
                    25, 2014

                	
                  June
                    25, 2014

                	
                  1,203,406.40

                	
                  5.315490%

                
	
                  June
                    25, 2014

                	
                  July
                    25, 2014

                	
                  1,137,755.39

                	
                  5.554430%

                
	
                  July
                    25, 2014

                	
                  August
                    25, 2014

                	
                  1,073,696.85

                	
                  5.315670%

                
	
                  August
                    25, 2014

                	
                  September
                    25, 2014

                	
                  1,011,192.42

                	
                  5.315750%

                
	
                  September
                    25, 2014

                	
                  October
                    25, 2014

                	
                  950,204.63

                	
                  5.554700%

                
	
                  October
                    25, 2014

                	
                  November
                    25, 2014

                	
                  890,696.93

                	
                  5.315930%

                
	
                  November
                    25, 2014

                	
                  December
                    25, 2014

                	
                  832,633.63

                	
                  5.554890%

                
	
                  December
                    25, 2014

                	
                  The
                    Termination Date

                	
                  775,979.91

                	
                  5.316110%

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        

          


          

          HSBC
            Bank
            USA, National Association     

          452
            Fifth
            Avenue

          New
            York,
            NY 10018

          Fax:
            (212) 525-5517

          


          


          
            	
                    DATE:

                  	
                    January
                      31, 2007

                  
	 	 
	
                    TO:

                  	
                    HSBC
                      Bank USA, National Association, not individually, but solely
                      as Trustee
                      with respect to the Nomura Home Equity Loan, Inc., Home Equity
                      Loan Trust,
                      Series 2007-1

                  
	 	 
	 	 
	
                    ATTENTION:

                  	
                    HSBC
                      Bank USA, National Association

                  
	 	
                    452
                      5th
                      Ave.

                  
	 	
                    New
                      York, NY 10018

                  
	
                    FACSIMILE:

                  	
                    212-525-1300

                  
	 	 
	 	
                    with
                      a copy to:

                  
	 	 
	
                    ATTENTION:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    9062
                      Old Annapolis Road

                  
	 	
                    Columbia,
                      MD 21045

                  
	 	
                    Attn:
                      Client Manager, NHEL 2007-1

                  
	
                    FACSIMILE:

                  	
                    410-715-2380

                  
	 	 
	
                    FROM:

                  	
                    HSBC
                      Bank USA, National Association

                  
	
                    TELEPHONE :

                  	
                    212-525-8710

                  
	
                    FACSIMILE: 

                  	
                    212-525-5517

                  
	 	 
	
                    SUBJECT:

                  	
                    Fixed
                      Income Derivatives Confirmation 

                  
	 	 
	
                    REFERENCE
                      NUMBER:

                  	
                    453818HN/453819HN

                  


          

          


          The
            purpose of this long-form confirmation (“Confirmation”)
            is to
            confirm the terms and conditions of the current Transaction entered into
            on the
            Trade Date specified below (the “Transaction”)
            between
            HSBC Bank USA, National Association (“Party
            A”) and
            HSBC
            Bank USA, National Association, not individually, but solely as trustee
            of the
            trust (the “Trust”)
            with
            respect to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
            Series
            2007-1 (“Party
            B”)
            created
            under the Pooling and Servicing Agreement, dated as of January 1, 2007,
            among
            Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
            Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
            Wells
            Fargo Bank, N.A., as master servicer (the “Master
            Servicer”)
            and
            securities administrator (the “Securities
            Administrator”),
            GMAC
            Mortgage, LLC as servicer (the “Servicer”)
            and
            HSBC Bank USA, National Association, not in its individual capacity,
            but solely
            as trustee (the “Trustee”) (the
            “Pooling
            and Servicing Agreement”).
            This
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter hereof.
            This
            Confirmation constitutes a “Confirmation”
            and also
            constitutes a “Schedule”
            as
            referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
            Support
            Annex to the Schedule. 

          


          
            	1.        
                      	
                    This
                      Confirmation shall supplement, form a part of, and be subject
                      to an
                      agreement in the form of the ISDA Master Agreement (Multicurrency
                      - Cross
                      Border) as published and copyrighted in 1992 by the International
                      Swaps
                      and Derivatives Association, Inc. (the “ISDA
                      Master Agreement”),
                      as if Party A and Party B had executed an agreement in such
                      form on the
                      date hereof, with a Schedule as set forth in Item 3 of this
                      Confirmation,
                      and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                      Subject
                      to New York Law Only version) as published and copyrighted
                      in 1994 by the
                      International Swaps and Derivatives Association, Inc., with
                      Paragraph 13
                      thereof as set forth in Annex A hereto (the “Credit
                      Support Annex”).
                      For the avoidance of doubt, the Transaction described herein
                      shall be the
                      sole Transaction governed by such ISDA Master Agreement. In
                      the event of
                      any inconsistency among any of the following documents, the
                      relevant
                      document first listed shall govern: (i) this Confirmation,
                      exclusive of
                      the provisions set forth in Item 3 hereof and Annex A hereto;
                      (ii) the
                      provisions set forth in Item 3 hereof; (iii) the Credit Support
                      Annex;
                      (iv) the Definitions; and (v) the ISDA Master
                      Agreement.

                  


          

          


          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the provisions herein deemed
            incorporated in a Schedule to the ISDA Master Agreement; each reference
            herein
            to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
            Support Annex.

          


          
            	
                    2.

                  	
                    The
                      terms of the particular Transaction to which this Confirmation
                      relates are
                      as follows:

                  


          

          


          
            	
                    Type
                      of Transaction:

                  	
                    Interest
                      Rate Cap

                  
	 	 
	
                    Notional
                      Amount:

                  	
                    With
                      respect to any Calculation Period the lesser of:

                  
	 	 
	 	
                    (i)The
                      Calculation Amount set forth for such period in Schedule I,
                      which is
                      attached hereto and incorporated by reference into this Confirmation,
                      and

                  
	 	 
	 	
                    (ii)
                      The
                      aggregate Certificate Principal Balance of the Class I-A-4
                      Certificates
                      immediately preceding the Distribution Date which occurs in
                      the calendar
                      month of the Floating Rate Payer Payment Date for such Calculation
                      Period
                      (determined for this purpose without regard to any adjustment
                      of the
                      Floating Rate Payer Payment Date or Distribution Date relating
                      to business
                      days).

                  
	 	 
	
                    Trade
                      Date:

                  	
                    January
                      25, 2007

                  
	 	 
	
                    Effective
                      Date:

                  	
                    January
                      31, 2007

                  
	 	 
	
                    Termination
                      Date:

                  	
                    January
                      25, 2015, subject to adjustment in accordance with the Following
                      Business
                      Day Convention.

                  
	 	 
	
                    Fixed
                      Amount:

                  	
                    As
                      per side agreement

                  
	 	 
	 	 
	
                    Party
                      A Floating Amounts:

                  	 
	 	 
	
                    Party
                      A

                  	 
	
                    Period
                      End Dates:

                  	
                    The
                      25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      February 25, 2007, and ending on the Termination Date, subject
                      to
                      adjustment in accordance with the Following Business Day
                      Convention.

                  
	 	 
	
                    Floating
                      Rate Payer 

                  	 
	
                    Payment
                      Dates:

                  	
                    Early
                      Payment - Two Business Days preceding the 25th
                      calendar day of each month during the Term of this Transaction,
                      commencing
                      February 25, 2007, and ending on the Termination Date

                  
	 	 
	
                    Cap
                      Rate:

                  	
                    As
                      set forth in Schedule I

                  
	 	 
	
                    Floating
                      Rate Option:

                  	
                    USD-LIBOR-BBA;
                      provided, however, that if the Floating Rate Option for any
                      Calculation
                      Period is greater than 10.100000%, then the Floating Rate Option
                      for such
                      Calculation Period shall be deemed to be 10.100000%.

                  
	 	 
	 	 
	
                    Designated
                      Maturity:

                  	
                    One
                      month 

                  
	 	 
	
                    Floating
                      Rate Day 

                  	 
	
                    Count
                      Fraction:

                  	
                    Actual/360

                  
	 	 
	
                    Reset
                      Dates:

                  	
                    The
                      first day of each Calculation Period.

                  
	 	 
	
                    Compounding:

                  	
                    Inapplicable

                  
	 	 
	
                    Business
                      Days:

                  	
                    New
                      York

                  
	 	 
	
                    Business
                      Day Convention:

                  	
                    Following

                  
	 	 
	
                    Calculation
                      Agent:

                  	
                    Party
                      A

                  


          

          


          


          
            	
                    3.

                  	
                    Provisions
                      Deemed Incorporated in a Schedule to the ISDA Master
                      Agreement:

                  


          

          


          
            	
                    Part
                      1.

                  	
                    Termination
                      Provisions.

                  


          

          


          For
            the
            purposes of this Agreement:-

          


          (a)         
             “Specified
            Entity”
            will not
            apply to Party A or Party B for any purpose. 

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction”
                      will have the meaning specified in Section
                      14.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	(i)  	
                    The
                      “Failure
                      to Pay or Deliver”
                      provisions of Section 5(a)(i) will apply to Party A and will
                      apply to
                      Party B; provided, however, that Section 5(a)(i) is hereby
                      amended by
                      replacing the word “third” with the word “first”; provided, further, that
                      notwithstanding anything to the contrary in Section 5(a)(i),
                      any failure
                      by Party A to comply with or perform any obligation to be complied
                      with or
                      performed by Party A under the Credit Support Annex shall not
                      constitute
                      an Event of Default under Section 5(a)(i) unless (A) a Required
                      Ratings
                      Downgrade Event has occurred and been continuing for 30 or
                      more Local
                      Business Days, and (B) such failure is not remedied on or before
                      the third
                      Local Business Day after notice of such failure is given to
                      Party
                      A.

                  


          

          


          
            	(ii)  	
                    The
                      “Breach
                      of Agreement”
                      provisions of Section 5(a)(ii) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	(iii)  	
                    The
                      “Credit
                      Support Default”
                      provisions of Section 5(a)(iii) will apply to Party A and will
                      not apply
                      to Party B except that Section 5(a)(iii)(1) will apply to Party
                      B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex; provided, however, that notwithstanding anything
                      to the
                      contrary in Section 5(a)(iii)(1), any failure by Party A to
                      comply with or
                      perform any obligation to be complied with or performed by
                      Party A under
                      the Credit Support Annex shall not constitute an Event of Default
                      under
                      Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                      has
                      occurred and been continuing for 30 or more Local Business
                      Days, and (B)
                      such failure is not remedied on or before the third Local Business
                      Day
                      after notice of such failure is given to Party
                      A.

                  


          

          


          


          
            	(iv)  	
                    The
                      “Misrepresentation”
                      provisions of Section 5(a)(iv) will apply to Party A and will
                      not apply to
                      Party B. 

                  


          

          


          
            	(v)  	
                    The
                      “Default
                      under Specified Transaction”
                      provisions of Section 5(a)(v) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	(vi)  	
                    The
                      “Cross
                      Default”
                      provisions of Section 5(a)(vi) will apply to Party A and will
                      not apply to
                      Party B. For purposes of Section 5(a)(vi), solely with respect
                      to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14 , except that such
            term shall not include obligations in respect of deposits received in
            the
            ordinary course of Party A’s banking business.

          


          “Threshold
            Amount” means with respect to Party A an amount equal to three percent (3%) of
            the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
            if applicable, the Eligible Guarantor. 

          


          “Shareholders’
            Equity” means with respect to an entity, at any time, the sum (as shown in the
            most recent annual audited financial statements of such entity) of (i)
            its
            capital stock (including preferred stock) outstanding, taken at par value,
            (ii)
            its capital surplus and (iii) its retained earnings, minus (iv) treasury
            stock,
            each to be determined in accordance with generally accepted accounting
            principles.

          


          
            	(vii)  	
                    The
                      “Bankruptcy”
                      provisions of Section 5(a)(vii) will apply to Party A and will
                      apply to
                      Party B except that the provisions of Section 5(a)(vii)(2),
                      (6) (to the
                      extent that such provisions refer to any appointment contemplated
                      or
                      effected by the Pooling and Servicing Agreement or any appointment
                      to
                      which Party B has not become subject), (7) and (9) will not
                      apply to Party
                      B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                      is
                      hereby amended by adding after the words “against it” the words
                      “(excluding any proceeding or petition instituted or presented
                      by Party A
                      or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                      deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                      (4) as amended, (5), (6) as amended, or
                      (7)”.

                  


          

          


          
            	(viii)  	
                    The
                      “Merger
                      Without Assumption”
                      provisions of Section 5(a)(viii) will apply to Party A and
                      will not apply
                      to Party B.

                  


          

          


          (d)         
             Termination
            Events.

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

          


          (i)          
             The
            “Illegality”
            provisions of Section 5(b)(i) will apply to Party A and will apply to
            Party
            B.

          


          
            	 	
                    (ii)

                  	
                    The
                      “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party A except
                      that, for
                      purposes of the application of Section 5(b)(ii) to Party A,
                      Section
                      5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                      a taxing authority, or brought in a court of competent jurisdiction,
                      on or
                      after the date on which a Transaction is entered into (regardless
                      of
                      whether such action is taken or brought with respect to a party
                      to this
                      Agreement) or (y)”, and the “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party B.
                      

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Tax
                      Event Upon Merger”
                      provisions of Section 5(b)(iii) will apply to Party A and will
                      apply to
                      Party B, provided that Party A shall not be entitled to designate
                      an Early
                      Termination Date by reason of a Tax Event upon Merger in respect
                      of which
                      it is the Affected Party.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Credit
                      Event Upon Merger”
                      provisions of Section 5(b)(iv) will not apply to Party A and
                      will not
                      apply to Party B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic
                      Early Termination”
                      provision of Section 6(a) will not apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          (f)         
              Payments
            on Early Termination.
            For the
            purpose of Section 6(e) of this Agreement:

          


          
            	(i)  	
                    Market
                      Quotation will apply, provided, however, that, in the event
                      of a
                      Derivative Provider Trigger Event, the following provisions
                      will
                      apply:

                  


          

          


          
            	 	
                    (A)
                      

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means,
            with respect to one or more Terminated Transactions, a Firm Offer which
            is (1)
            made by a Reference Market-maker that is an Eligible Replacement, (2)
            for an
            amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Reference Market-maker to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be included.
            

          


          
            	 	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount”
            means,
            with respect to any Early Termination Date, an amount (as determined
            by Party B)
            equal to: 

          


          
            	 	
                    (a)

                  	
                    If
                      a Market Quotation for the relevant Terminated Transaction
                      or group of
                      Terminated Transactions is accepted by Party B so as to become
                      legally
                      binding on or before the day falling ten Local Business Days
                      after the day
                      on which the Early Termination Date is designated, or such
                      later day as
                      Party B may specify in writing to Party A, but in either case
                      no later
                      than one Local Business Day prior to the Early Termination
                      Date (such day,
                      the “Latest Settlement Amount Determination Day”), the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of such
                      Market Quotation; 

                  


          

          


          
            	 	
                    (b)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions
                      has been accepted by Party B so as to become legally binding
                      and one or
                      more Market Quotations from
                      Approved Replacements have
                      been made and remain capable of becoming legally binding upon
                      acceptance,
                      the Settlement Amount shall equal the Termination Currency
                      Equivalent of
                      the amount (whether positive or negative) of the lowest of
                      such Market
                      Quotations (for the avoidance of doubt, the lowest of such
                      Market
                      Quotations shall be the lowest Market Quotation of
                      such Market Quotations
                      expressed as a positive number or, if any of such Market Quotations
                      is
                      expressed as a negative number, the Market Quotation expressed
                      as a
                      negative number with the largest absolute value);
                      or

                  


          

          


          
            	 	
                    (c)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions is
                      accepted by Party B so as to become legally binding and no
                      Market
                      Quotation from an Approved Replacement remains capable of becoming
                      legally
                      binding upon acceptance, the Settlement Amount shall equal
                      Party B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.

                  


          

          


          
            	 	
                    (C)

                  	
                    If
                      Party B requests Party A in writing to obtain Market Quotations,
                      Party A
                      shall use its reasonable efforts to do so before the Latest
                      Settlement
                      Amount Determination Day.

                  


          

          


          
            	 	
                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second
            Method and Market Quotation.
            If the
            Second Method and Market Quotation apply, (I) Party B shall pay to Party
            A an
            amount equal to the absolute value of the Settlement Amount in respect
            of the
            Terminated Transactions, (II) Party B shall pay to Party A the Termination
            Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
            Party A
            shall pay to Party B the Termination Currency Equivalent of the Unpaid
            Amounts
            owing to Party B; provided, however, that (x) the amounts payable under
            the
            immediately preceding clauses (II) and (III) shall be subject to netting
            in
            accordance with Section 2(c) of this Agreement and (y) notwithstanding
            any other
            provision of this Agreement, any amount payable by Party A under the immediately
            preceding clause (III) shall not be netted-off against any amount payable
            by
            Party B under the immediately preceding clause (I).”

           

          
            	 	
                    (E)

                  	
                    At
                      any time on or before the Latest Settlement Amount Determination
                      Day at
                      which two or more Market Quotations from Approved Replacements
                      remain
                      capable of becoming legally binding upon acceptance, Party
                      B shall be
                      entitled to accept only the lowest of such Market Quotations
                      (for the
                      avoidance of doubt, the lowest of such Market Quotations shall
                      be the
                      lowest Market Quotation of such Market Quotations expressed
                      as a positive
                      number or, if any of such Market Quotations is expressed as
                      a negative
                      number, the Market Quotation expressed as a negative number
                      with the
                      largest absolute value).

                  


          

          


          
            	(ii)  	
                    The
                      Second Method will apply.

                  


          

          


          (g)         
             “Termination
            Currency”
            means
            USD.

          


          (h)         
              Additional
            Termination Events.
            Additional Termination Events will apply as provided in Part 5(c). 

          


          Part
            2.  Tax
            Matters.

          


          (a)          
             Tax
            Representations. 

          


          
            	 	
                    (i)

                  	
                    Payer
                      Representations.
                      For the purpose of Section 3(e) of this Agreement:
                      

                  


          

           

          (A)         
             Party
            A
            makes the following representation(s):

          


          It
            is not
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, of any Relevant Jurisdiction to make
            any
            deduction or withholding for or on account of any Tax from any payment
            (other
            than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
            to be made
            by it to the other party under this Agreement. In making this representation,
            it
            may rely on: (i) the accuracy of any representations made by the other
            party
            pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
            the
            agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
            and the
            accuracy and effectiveness of any document provided by the other party
            pursuant
            to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
            of
            the agreement of the other party contained in Section 4(d) of this Agreement,
            provided that it shall not be a breach of this representation where reliance
            is
            placed on clause (ii) and the other party does not deliver a form or
            document
            under Section 4(a)(iii) by reason of material prejudice to its legal
            or
            commercial position.

          
            	 	 	 


          

          (B)         
             Party
            B
            makes the following representation(s):

          


          None.

          


          (ii)        
              Payee
            Representations.
            For the
            purpose of Section 3(f) of this Agreement: 

           

          (A)        
             Party
            A
            makes the following representation(s):

          


          Party
            A
            is a national banking association organized under the federal laws of
            the United
            States and its U.S. taxpayer identification number is 20-1177241. 

          
            	 	 	 


          

          (B)         
             Party
            B
            makes the following representation(s):

          


          None. 

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          


          
            	 	
                    (i)

                  	
                    Gross
                      Up.
                      Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                      2(d)(ii)
                      shall not apply to Party B as Y, in each case such that Party
                      B shall not
                      be required to pay any additional amounts referred to
                      therein.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Indemnifiable
                      Tax.
                      The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax”
            means,
            in relation to payments by Party A, any Tax and, in relation to payments
            by
            Party B, no Tax. 

          


           Part
            3.  Agreement
            to Deliver Documents.  

          


          (a)          
             For
            the
            purpose of Section 4(a)(i), tax forms, documents, or certificates to
            be
            delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	 	
                    Date
                      by which to

                    be
                      delivered

                  
	
                    Party
                      A

                  	
                    A
                      correct, complete and duly executed U.S. Internal Revenue Service
                      Form W-9
                      or other applicable form (or successor thereto), together with
                      appropriate
                      attachments, that eliminates U.S. federal withholding and backup
                      withholding Tax on payments to Party A under this
                      Agreement.

                  	 	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party B, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered form
                      becoming inaccurate or incorrect

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    Party
                      B will deliver at closing a correct, complete and duly executed
                      U.S.
                      Internal Revenue Service Form W-9 or other applicable form
                      (or successor
                      thereto), together with appropriate attachments, and may deliver
                      other
                      tax forms
                      relating to the beneficial owner of payments to Party B under
                      this
                      Agreement from time to time 

                  	 	
                    (i)
                      upon execution of this Agreement, (ii) on or before the first
                      payment date
                      under this Agreement, including any Credit Support Document,
                      (iii)
                      promptly upon the reasonable demand by Party A, (iv) prior
                      to the
                      expiration or obsolescence of any previously delivered form,
                      and (v)
                      promptly upon the information on any such previously delivered form
                      becoming inaccurate or incorrect

                  


          

          


          


          (b) For
            the
            purpose of Section 4(a)(ii), other documents to be delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	 	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	
                    Party
                      A and

                    Party
                      B

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver the Agreement, this Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support
                      Document, as
                      the case may be

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Financial Statements as set forth in Party A’s Call Report containing
                      consolidated financial statements certified by independent
                      certified
                      public accountants and prepared in accordance with generally
                      accepted
                      accounting principles in the country in which Party A is
                      organized

                  	 	
                    Promptly
                      upon request made by Party B

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    Quarterly
                      Financial Statements as set forth in Party A’s Call Report containing
                      unaudited, consolidated financial statements of Party A’s fiscal quarter
                      prepared in accordance with generally accepted accounting principles
                      in
                      the country in which Party A is organized

                  	 	
                    Promptly
                      upon request made by Party B

                  	
                    Yes

                  
	 	 	 	 	 
	
                    Party
                      A

                  	
                    An
                      opinion of counsel to Party A satisfactory in form and substance
                      to Party
                      B

                  	 	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  


          

          


          Part
            4. Miscellaneous. 

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:
                      For the purposes of Section 12(a) of this
                      Agreement:

                  


          

          


          Address
            for notices or communications to Party A:

          


          
            	
                    Address:
                      

                  	
                    452
                      Fifth Avenue, New York, NY 10018

                  
	
                    Attention:

                  	
                    Christian
                      McGreevy

                  
	
                    Facsimile:

                  	
                    212-525-8710

                  
	
                    Telephone:
                      

                  	
                    212-525-5517

                  


          

          


           

          Please
            direct all settlement inquiries to:

           

          


          HSBC
            Bank USA, National Association

          Derivative
            Settlements

          
            	
                    Attention:

                  	
                    Jeffrey
                      Lombino

                  
	
                    Telephone:

                  	
                    (212)
                      525-5393

                  
	
                    Fax:

                  	
                    (212)
                      525-6903

                  


          

          


           

          


          (For
            all
            purposes)

          


          Address
            for notices or communications to Party B:

          


          
            	
                    Attention:

                  	
                    HSBC
                      Bank USA, National Association

                  
	 	
                    452
                      5th
                      Ave.

                  
	 	
                    New
                      York, NY 10018

                  
	
                    Facsimile:

                  	
                    212-525-1300

                  
	 	 
	 	
                    with
                      a copy to:

                  
	 	 
	
                    Attention:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    9062
                      Old Annapolis Road

                  
	 	
                    Columbia,
                      MD 21045

                  
	 	
                    Attn:
                      Client Manager, NHEL 2007-1

                  
	 	
                    Facsimile:

                  
	 	 
	
                    (For
                      all purposes)

                  


          

          


          (b)         
             Process
            Agent.
            For the
            purpose of Section 13(c):

          


          Party
            A
            appoints as its Process Agent: Not applicable.

          


          Party
            B
            appoints as its Process Agent: Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will apply to this Agreement;
                      neither
                      Party A nor Party B has any Offices other than as set forth
                      in the Notices
                      Section and Party A agrees that, for purposes of Section 6(b)
                      of this
                      Agreement, it shall not in the future have any Office other
                      than one in
                      the United States.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.
                      For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A
            is not a Multibranch Party.

          


          
            	 	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.
                      The Calculation Agent is Party A; provided, however, that if
                      an Event of
                      Default shall have occurred with respect to Party A, Party
                      B shall have
                      the right to appoint as Calculation Agent a third party, reasonably
                      acceptable to Party A, the cost for which shall be borne by
                      Party
                      A.

                  


          

          


          


          


          (f) Credit
            Support Document. 

           

          
            	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  
	 	 
	
                    Party
                      B:

                  	
                    The
                      Credit Support Annex, solely in respect of Party B’s obligations under
                      Paragraph 3(b) of the Credit Support
                      Annex.

                  


          

          


          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          


          
            	
                    Party
                      A:

                  	
                    The
                      guarantor under any guarantee in support of Party A’s obligations under
                      this Agreement.

                  
	 	 
	
                    Party
                      B:

                  	
                    None.

                  


          

          


          
            	
                    (h)

                  	
                    Governing
                      Law.
                      The parties to this Agreement hereby agree that the law of
                      the State of
                      New York shall govern their rights and duties in whole, without
                      regard to
                      the conflict of law provisions thereof other than New York
                      General
                      Obligations Law Sections 5-1401 and 5-1402.


                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.
                      The parties agree that subparagraph (ii) of Section 2(c) will
                      apply to
                      each Transaction hereunder. 

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.“Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party A and Party B shall be deemed to have no Affiliates
                      for
                      purposes of this Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

           

          Part
            5.  Others
            Provisions.

          


          
            	
                    (a)

                  	
                    Definitions.
                      Unless
                      otherwise specified in a Confirmation, this Agreement and each
                      Transaction
                      under this Agreement are subject to the 2000 ISDA Definitions
                      as published
                      and copyrighted in 2000 by the International Swaps and Derivatives
                      Association, Inc. (the “Definitions”),
                      and will be governed in all relevant respects by the provisions
                      set forth
                      in the Definitions, without regard to any amendment to the
                      Definitions
                      subsequent to the date hereof. The provisions of the Definitions
                      are
                      hereby incorporated by reference in and shall be deemed a part
                      of this
                      Agreement, except that (i) references in the Definitions to
                      a “Swap
                      Transaction” shall be deemed references to a “Transaction” for purposes of
                      this Agreement, and (ii) references to a “Transaction” in this Agreement
                      shall be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          (b)         
             Amendments
            to ISDA Master Agreement.

          


          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          (ii)         
             Conditions
            Precedent. Section
            2(a)(iii) is hereby amended by adding the following at the end thereof:
            

          


          Notwithstanding
            anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
            with
            respect to Party B or Potential Event of Default with respect to Party
            B has
            occurred and been continuing for more than 30 Local Business Days and
            no Early
            Termination Date in respect of the Affected Transactions has occurred
            or been
            effectively designated by Party A, the obligations of Party A under Section
            2(a)(i) shall cease to be subject to the condition precedent set forth
            in
            Section 2(a)(iii)(1) with respect to such specific occurrence of such
            Event of
            Default or such Potential Event of Default (the “Specific
            Event”);
            provided, however, for the avoidance of doubt, the obligations of Party
            A under
            Section 2(a)(i) shall be subject to the condition precedent set forth
            in Section
            2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
            occurrence of the same Event of Default with respect to Party B or Potential
            Event of Default with respect to Party B after the Specific Event has
            ceased to
            be continuing and with respect to any occurrence of any other Event of
            Default
            with respect to Party B or Potential Event of Default with respect to
            Party B
            that occurs subsequent to the Specific Event. 

          


          
            	 	
                    (iii)

                  	
                    Change
                      of Account.
                      Section 2(b) is hereby amended by the addition of the following
                      after the
                      word “delivery” in the first line
                      thereof:

                  


          

           

          “to
            another account in the same legal and tax jurisdiction as the original
            account”.

          


          
            	 	
                    (iv)

                  	
                    Representations.
                      Section 3 is hereby amended by adding at the end thereof the
                      following
                      subsection (g): 

                  


          

           

          
            	 	
                    “(g)

                  	
                    Relationship
                      Between Parties. 

                  


          

          


          
            	 	
                    (1)

                  	
                    Nonreliance.
                      (i) It is not relying on any statement or representation of
                      the other
                      party regarding the Transaction (whether written or oral),
                      other than the
                      representations expressly made in this Agreement or the Confirmation
                      in
                      respect of that Transaction and (ii) it has consulted with
                      its own legal,
                      regulatory, tax, business, investment, financial and accounting
                      advisors
                      to the extent it has deemed necessary, and it has made its
                      own investment,
                      hedging and trading decisions based upon its own judgment and
                      upon any
                      advice from such advisors as it has deemed necessary and not
                      upon any view
                      expressed by the other party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Evaluation
                      and Understanding. (i) It has the capacity to evaluate (internally
                      or
                      through independent professional advice) the Transaction and
                      has made its
                      own decision to enter into the Transaction and (ii) It understands
                      the
                      terms, conditions and risks of the Transaction and is willing
                      and able to
                      accept those terms and conditions and to assume those risks,
                      financially
                      and otherwise. 

                  


          

          


          
            	 	
                    (3)

                  	
                    Purpose.
                      It is entering into the Transaction for the purposes of managing
                      its
                      borrowings or investments, hedging its underlying assets or
                      liabilities or
                      in connection with a line of business.


                  


          

          


          
            	 	
                    (4)

                  	
                    Status
                      of Parties. The other party is not acting as an agent, fiduciary
                      or
                      advisor for it in respect of the Transaction.


                  


          

          


          
            	 	
                    (5)

                  	
                    Eligible
                      Contract Participant. It is an “eligible swap participant” as such term is
                      defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
                      35)
                      promulgated under, and an “eligible contract participant” as defined in
                      Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          


          
            	 	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.
                      Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                      Event Upon Merger occurs and the Burdened Party is the Affected
                      Party,”
                      and (ii) by deleting the words “to transfer” and inserting the words “to
                      effect a Permitted Transfer” in lieu
                      thereof.

                  


          

          


          
            	 	
                    (vi)

                  	
                    Jurisdiction.
                      Section
                      13(b) is hereby amended by: (i) deleting in the second line
                      of
                      subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                      end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                      deleting the final paragraph
                      thereof.

                  


          

          


          
            	 	
                    (vii)

                  	
                    Local
                      Business Day.
                      The definition of Local Business Day in Section 14 is hereby
                      amended by
                      the addition of the words “or any Credit Support Document” after “Section
                      2(a)(i)” and the addition of the words “or Credit Support Document” after
                      “Confirmation”. 

                  


          

          


          
            	
                    (c)

                  	
                    Additional
                      Termination Events.
                      The following Additional Termination Events will
                      apply:

                  


          

          


          
            	(i)  	
                    First
                      Rating Trigger Collateral.
                      If
                      (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                      occurred and been continuing for 30 or more Local Business
                      Days and (B)
                      Party
                      A has failed to comply with or perform any obligation to be
                      complied with
                      or performed by Party A in accordance with the Credit Support
                      Annex, then
                      an Additional Termination Event shall have occurred with respect
                      to Party
                      A and Party A shall be the sole Affected Party with respect
                      to such
                      Additional Termination Event. 

                  


          

          


          
            	 (ii)  	
                    Second
                      Rating Trigger Replacement.
                      If
                      (A) a Required Ratings Downgrade Event has occurred and been
                      continuing
                      for 30 or more Local Business Days and (B) (i) at least one
                      Eligible
                      Replacement has made a Firm Offer to be the transferee of all
                      of Party A’s
                      rights and obligations under this Agreement (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Replacement
                      upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                      has made
                      a Firm Offer to provide an Eligible Guarantee (and such Firm
                      Offer remains
                      an offer that will become legally binding upon such Eligible
                      Guarantor
                      immediately upon acceptance by the offeree), then an Additional
                      Termination Event shall have occurred with respect to Party
                      A and Party A
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event. 

                  


          

          


          
            	(iii)  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur upon the notice to
                      Certificateholders of an optional termination becoming unrescindable
                      in
                      accordance with Article x of the Pooling and Servicing Agreement,
                      Party B
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event; provided, however that notwithstanding anything
                      to the
                      contrary in Section 6(b)(iv), only Party B may designate an
                      Early
                      Termination Date in respect of this Additional Termination
                      Event.
                      

                  


          

          


          
            	(iv)  	
                    Information
                      Required by Regulation AB. If
                      Party A fails to comply with the provisions of Part 5(e) upon
                      the
                      occurrence of a Swap Disclosure Event, then an Additional Termination
                      Event shall have occurred with respect to party A and Party
                      A shall be the
                      sole Affected Party with respect to such Additional Termination
                      Event.

                  


          

          


          
            	
                    (d)

                  	
                    Required
                      Ratings Downgrade Event.
                      In
                      the event that no Relevant Entity has credit ratings at least
                      equal to the
                      Required Ratings Threshold (such event, a “Required
                      Ratings Downgrade Event”),
                      then Party A shall, as soon as reasonably practicable and so
                      long as a
                      Required Ratings Downgrade Event is in effect, at its own expense,
                      using
                      commercially reasonable efforts, procure either (A) a Permitted
                      Transfer
                      or (B) an Eligible Guarantee. 

                  


          

          


          (e)         
             Compliance
            with Regulation AB. (i)
            For
            purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation
            AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities
            Act of 1933, as amended, and the Securities Exchange Act of 1934, as
            amended
            (the “Exchange Act”), as amended and interpreted by the Securities and Exchange
            Commission and its staff, if the Depositor or Party B makes a determination,
            acting reasonably and in good faith, that (x) the applicable “significance
            percentage” with respect to this Agreement has been reached, and (y) it has a
            reporting obligation under the Exchange Act (a “Swap Disclosure Event”), then
            Party A shall (or shall cause its Credit Support Provider to), within
            ten (10)
            calendar days after notice to that effect, at its sole expense, take
            one of the
            following actions (each subject to satisfaction of the Rating Agency
            Condition):
            (1) provide (including, if permitted by Regulation AB, provision by reference
            to
            reports filed pursuant to the Exchange Act or otherwise publicly available
            information): (A) the financial data required by Item 301 of Regulation
            S-K (17
            C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting
            the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but
            excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17
            C.F.R. ss.
            ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C)
            such
            other financial information as may at the time be required or permitted
            to be
            provided in satisfaction of the requirements of Item 1115(b), together
            with
            accountants consents and/or a procedure letter relating thereto; or (2)
            secure
            an Approved Replacement that is able to comply with the requirements
            of Item
            1115(b) of Regulation AB to replace Party A as party to this Agreement,
            on
            substantially similar terms, the debt rating of which entity (or credit
            support
            provider therefor) meets or exceeds the applicable requirements of the
            applicable Rating Agencies.

          


          (ii)
            For
            so long as the aggregate significance percentage is 10% or more, Party
            A shall
            (or shall cause its Credit Support Provider to) provide any updates to
            the
            information provided pursuant to clause (i)(1) above to the Depositor
            within
            five (5) Business Days following availability thereof (but in no event
            more than
            45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
            for any half-year update, and in no event more than 90 days after the
            end of
            each of Party A’s Credit Support Provider’s fiscal year for any annual
            update).

          


          (iii)
            All
            information provided pursuant to clauses (i)(1) and (ii) above (all such
            information, “Swap Financial Disclosure”) shall be in a form suitable for
            conversion to the format required for filing by the Depositor with the
            Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
            In
            addition, any such information, if audited, shall be accompanied by any
            necessary auditor’s consents or, if such information is unaudited, shall be
            accompanied by an appropriate agreed-upon procedures letter from Party
            A’s
            accountants. If permitted by Regulation AB, any such information may
            be provided
            by reference to or incorporation by reference from reports filed pursuant
            to the
            Exchange Act.

          


          (iv)
            Party A agrees that, in the event that Party A provides Swap Financial
            Disclosure to Depositor in accordance with paragraph (iii) above or causes
            its
            Credit Support Provider to provide Swap Financial Disclosure to Depositor
            in
            accordance with paragraph (iii) above, it will indemnify and hold harmless
            Depositor, its respective directors or officers and any person controlling
            Depositor, from and against any and all losses, claims, damages and liabilities
            (any “Damage”) caused by any untrue statement or alleged untrue statement of a
            material fact contained in such Swap Financial Disclosure or caused by
            any
            omission or alleged omission to state in such Swap Financial Disclosure
            a
            material fact required to be stated therein or necessary to make the
            statements
            therein, in light of the circumstances under which they were made, not
            misleading; provided, however that the foregoing shall not apply to any
            Damage
            caused by the negligence or any willful action of Depositor or any other
            party
            (other than Party A or any of its affiliates or any of their respective
            agents),
            including without limitation any failure to calculate the Significance
            Percentage according to the terms of this Agreement or to make any filing
            as and
            when required under Regulation AB.

          


          (v)
            Third
            Party Beneficiary. The Depositor shall be an express third party beneficiary
            of
            this Agreement as if a party hereto to the extent of the Depositor’s rights
            explicitly specified in this Part 5(e).

          


           

          
            	
                    (f)

                  	
                    Transfers. 

                  


          

           

          (i)           
             Section
            7
            is hereby amended to read in its entirety as follows:

           

          “Except
            with respect to any Permitted Transfer pursuant to Section 6(b)(ii),
            Part 5(d),
            or the succeeding sentence, neither Party A nor Party B is permitted
            to assign,
            novate or transfer (whether by way of security or otherwise) as a whole
            or in
            part any of its rights, obligations or interests under the Agreement
            or any
            Transaction unless (a) the prior written consent of the other party is
            obtained,
            and (b) the Rating Agency Condition has been satisfied with respect to
            S&P.
            At any time at which no Relevant Entity has credit ratings at least equal
            to the
            Approved Ratings Threshold, Party A may make a Permitted Transfer.”


           

          
            	 	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, take any reasonable steps
                      required to be taken by Party B to effect such transfer.
                      

                  


          

           

          
            	
                    (g)

                  	
                    Non-Recourse.
                      Party A acknowledges and agree that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely , in
                      accordance
                      with the priority of payments and other terms of the Pooling
                      and Servicing
                      Agreement and that Party A will not have any recourse to any
                      of the
                      directors, officers, employees, shareholders or affiliates
                      of the Party B
                      with respect to any claims, losses, damages, liabilities, indemnities
                      or
                      other obligations in connection with any transactions contemplated
                      hereby.
                      This provision will survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (h)

                  	
                    Limitation
                      on Events of Default.
                      Notwithstanding the provisions of Sections 5 and 6, if at any
                      time and so
                      long as Party B has satisfied in full all its payment obligations
                      under
                      Section 2(a)(i) and has at the time no future payment obligations,
                      whether
                      absolute or contingent, under such Section, then unless Party
                      A is
                      required pursuant to appropriate proceedings to return to Party
                      B or
                      otherwise returns to Party B upon demand of Party B any portion
                      of any
                      such payment, (a) the occurrence of an event described in Section
                      5(a)
                      with respect to Party B shall
                      not constitute an Event of Default or Potential
                      Event of Default with respect to Party B as Defaulting Party
                      and (b) Party
                      A shall be entitled to designate an Early Termination Date
                      pursuant to
                      Section 6 only as a result of the occurrence of a Termination
                      Event set
                      forth in either Section 5(b)(i) or 5(b)(ii) with respect to
                      Party A as the
                      Affected Party, or Section 5(b)(iii) with respect to Party
                      A as the
                      Burdened Party. For purposes of the Transaction to which this
                      Agreement
                      relates, Party B’s only obligation under Section 2(a)(i) is to pay the
                      Fixed Amount on the Fixed Amount Payer Payment
                      Date

                  


          

          


          
            	
                    (i)

                  	
                    Rating
                      Agency Notifications. Notwithstanding
                      any other provision of this Agreement, no Early Termination
                      Date shall be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Cap Rating Agency has been given prior written notice
                      of such
                      designation or transfer. 

                  


          

          


          
            	
                    (j)

                  	
                    No
                      Set-off.
                      Except as expressly provided for in Section 2(c), Section 6
                      or Part
                      1(f)(i)(D) hereof, and notwithstanding any other provision
                      of this
                      Agreement or any other existing or future agreement, each party
                      irrevocably waives any and all rights it may have to set off,
                      net, recoup
                      or otherwise withhold or suspend or condition payment or performance
                      of
                      any obligation between it and the other party hereunder against
                      any
                      obligation between it and the other party under any other agreements.
                      Section 6(e) shall be amended by deleting the following sentence:
“The
                      amount, if any, payable in respect of an Early Termination
                      Date and
                      determined pursuant to this Section will be subject to any
                      Set-off.”

                  


          

           

          
            	
                    (k)

                  	
                    Amendment.
                      Notwithstanding any provision to the contrary in this Agreement,
                      no
                      amendment of either this Agreement or any Transaction under
                      this Agreement
                      shall be permitted by either party unless each of the Cap Agencies
                      has
                      been provided prior written notice of the same and such amendment
                      satisfies the Rating Agency Condition with respect to
                      S&P.

                  


          

          


          
            	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.
                      Each Party agrees, upon learning of the occurrence or existence
                      of any
                      event or condition that constitutes (or that with the giving
                      of notice or
                      passage of time or both would constitute) an Event of Default
                      or
                      Termination Event with respect to such party, promptly to give
                      the other
                      Party and to each Cap Rating Agency notice of such event or
                      condition;
                      provided that failure to provide notice of such event or condition
                      pursuant to this Part 5(l) shall not constitute an Event of
                      Default or a
                      Termination Event.

                  


          

           

          (m)        
             Proceedings.
            No
            Relevant Entity shall institute against, or cause any other person to
            institute
            against, or join any other person in instituting against Party B or the
            trust
            created pursuant to the Pooling and Servicing Agreement, any bankruptcy,
            reorganization, arrangement, insolvency or liquidation proceedings or
            other
            proceedings under any federal or state bankruptcy or similar law for
            a period of
            one year (or, if longer, the applicable preference period) and one day
            following
            payment in full of the Certificates and any Notes. This provision will
            survive
            the termination of this Agreement. 

          


          
            	
                    (n)

                  	
                    Trustee
                      Limitation of Liability. It
                      is expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed and delivered by HSBC Bank USA, National
                      Association, not individually or personally but solely as the
                      Trustee, in
                      the exercise of the powers and authority conferred and vested
                      in it under
                      the Pooling and Servicing Agreement, (b) the representations,
                      warranties,
                      covenants, undertakings and agreements herein made on the part
                      of the
                      trust created pursuant to the Pooling and Servicing Agreement
                      (the
                      “Trust”) are made and intended not as personal representations,
                      undertakings and agreements by HSBC Bank USA, National Association
                      but are
                      made and intended for the purpose of binding only the, (c)
                      nothing herein
                      contained shall be construed as creating any liability on HSBC
                      Bank USA,
                      National Association, individually or personally, to perform
                      any covenant
                      either expressed or implied contained herein, all such liability,
                      if any,
                      being expressly waived by the parties who are signatories to
                      this
                      Agreement and by any person claiming by, through or under such
                      parties and
                      (d) under no circumstances shall HSBC Bank USA, National Association
                      be
                      personally liable for the payment of any indemnity, indebtedness,
                      fees or
                      expenses of the Trust or be liable for the breach or failure
                      of any
                      obligation, representation, warranty or covenant made or undertaken
                      by the
                      Trust under this Agreement.

                  


          

          


          
            	
                    (o)

                  	
                    Severability.
                      If
                      any term, provision, covenant, or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) in any respect,
                      the
                      remaining terms, provisions, covenants, and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable. 

                  


          

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition. 

          


          
            	
                    (p)

                  	
                    Agent
                      for Party B. Party
                      A acknowledges that the Securities Administrator has been appointed
                      as
                      agent under the Pooling and Servicing Agreement to carry out
                      certain
                      functions on behalf of Party B, and that the Securities Administrator
                      shall be entitled to give notices and to perform and satisfy
                      the
                      obligations of Party B hereunder on behalf of Party
                      B.

                  


          

           

          
            	
                    (q)

                  	
                    Escrow
                      Payments.
                      If
                      (whether by reason of the time difference between the cities
                      in which
                      payments are to be made or otherwise) it is not possible for
                      simultaneous
                      payments to be made on any date on which both parties are required
                      to make
                      payments hereunder, either Party may at its option and in its
                      sole
                      discretion notify the other Party that payments on that date
                      are to be
                      made in escrow. In this case deposit of the payment due earlier
                      on that
                      date shall be made by 2:00 pm (local time at the place for
                      the earlier
                      payment) on that date with an escrow agent selected by the
                      notifying
                      party, accompanied by irrevocable payment instructions (i)
                      to release the
                      deposited payment to the intended recipient upon receipt by
                      the escrow
                      agent of the required deposit of any corresponding payment
                      payable by the
                      other party on the same date accompanied by irrevocable payment
                      instructions to the same effect or (ii) if the required deposit
                      of the
                      corresponding payment is not made on that same date, to return
                      the payment
                      deposited to the party that paid it into escrow. The party
                      that elects to
                      have payments made in escrow shall pay all costs of the escrow
                      arrangements.

                  


          

           

          
            	
                    (r)

                  	
                    Consent
                      to Recording.
                      Each party hereto consents to the monitoring or recording,
                      at any time and
                      from time to time, by the other party of any and all communications
                      between trading, marketing, and operations personnel of the
                      parties and
                      their Affiliates, waives any further notice of such monitoring
                      or
                      recording, and agrees to notify such personnel of such monitoring
                      or
                      recording. 

                  


          

          


          
            	
                    (s)

                  	
                    Waiver
                      of Jury Trial.
                      Each party waives any right it may have to a trial by jury
                      in respect of
                      any in respect of any suit, action or proceeding relating to
                      this
                      Agreement or any Credit Support Document.


                  


          

          


          
            	
                    (t)

                  	
                    Form
                      of ISDA Master Agreement. Party
                      A and Party B hereby agree that the text of the body of the
                      ISDA Master
                      Agreement is intended to be the printed form of the ISDA Master
                      Agreement
                      (Multicurrency -
                      Crossborder) as published and copyrighted in 1992 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

          


          
            	
                    (u)

                  	
                    Payment
                      Instructions.
                      Party A hereby agrees that, unless notified in writing by Party
                      B of other
                      payment instructions, any and all amounts payable by Party
                      A to Party B
                      under this Agreement shall be paid to the account specified
                      in Item 4 of
                      this Confirmation, below. 

                  


          

          


          
            	
                    (v)

                  	
                    Additional
                      representations.

                  


          

          


          
            	 	
                    (i)

                  	
                    Representations
                      of Party A.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      each Transaction that:--

                  


          

           

          
            	 	
                    (1)

                  	
                    Party
                      A’s obligations under this Agreement rank pari passu with all
                      of Party A’s
                      other unsecured, unsubordinated obligations except those obligations
                      preferred by operation of law.

                  


          

          


          
            	 	
                    (2)

                  	
                    Party
                      A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                      execution, delivery and performance of this Agreement (including
                      the
                      Credit Support Annex and each Confirmation) have been approved
                      by its
                      board of directors or its loan committee, such approval is
                      reflected in
                      the minutes of said board of directors or loan committee, and
                      this
                      Agreement (including the Credit Support Annex and each Confirmation)
                      will
                      be maintained as one of its official records continuously from
                      the time of
                      its execution (or in the case of any Confirmation, continuously
                      until such
                      time as the relevant Transaction matures and the obligations
                      therefor are
                      satisfied in full).

                  


          

          


          
            	 	
                    (ii)

                  	
                    Capacity.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      this Agreement that it is entering into the Agreement and the
                      Transaction
                      as principal and not as agent of any person. Party B represents
                      to Party A
                      on the date on which Party B enters into this Agreement that
                      it is
                      entering into the Agreement and the Transaction in its capacity
                      as
                      Trustee.

                  


          

           

          
            	
                    (w)

                  	
                    Acknowledgements.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Bankruptcy
                      Code.
                      Subject to Part 5(m), without limiting the applicability if
                      any, of any
                      other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                      Code”) (including without limitation Sections 362, 546, 556, and
                      560
                      thereof and the applicable definitions in Section 101 thereof),
                      the
                      parties acknowledge and agree that all Transactions entered
                      into hereunder
                      will constitute “forward contracts” or “swap agreements” as defined in
                      Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                      Section 761 of the Bankruptcy Code, that the rights of the
                      parties under
                      Section 6 of this Agreement will constitute contractual rights
                      to
                      liquidate Transactions, that any margin or collateral provided
                      under any
                      margin, collateral, security, pledge, or similar agreement
                      related hereto
                      will constitute a “margin payment” as defined in Section 101 of the
                      Bankruptcy Code, and that the parties are entities entitled
                      to the rights
                      under, and protections afforded by, Sections 362, 546, 556,
                      and 560 of the
                      Bankruptcy Code.

                  


          

           

          
            	(x)  	
                    [Reserved]

                  


          

           

          
            	(y)  	
                    Third
                      Party Beneficiary.
                      Wells Fargo Bank, N.A. is a third party beneficiary of this
                      agreement and
                      is entitled to the rights and benefits hereunder and may enforce
                      the
                      provisions hereof as if were a party
                      hereto.

                  


          

           

          (z)          
             Additional
            Definitions. 

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise: 

           

          “Approved
            Ratings Threshold”
            means
            each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
            Ratings Threshold.

          


          “Approved
            Replacement” means,
            with respect to a Market Quotation, an entity making such Market Quotation,
            which entity would satisfy conditions (a), (b), (c) and (d) of the definition
            of
            Permitted Transfer (as determined by Party B in its sole discretion,
            acting in a
            commercially reasonable manner) if such entity were a Transferee, as
            defined in
            the definition of Permitted Transfer.

          


          “Cap
            Rating Agencies”
            means,
            with respect to any date of determination, each of S&P and
            Moody’s,
            to the
            extent that each such rating agency is then providing a rating for any
            of the
Nomura
            Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

          


          “Derivative
            Provider Trigger Event”
            means
            (i) an Event of Default with respect to which Party A is a Defaulting
            Party,
            (ii) a Termination Event with respect to which Party A is the sole Affected
            Party or (iii) an Additional Termination Event with respect to which
            Party A is
            the sole Affected Party.

          


          “Eligible
            Guarantee”
            means an
            unconditional and irrevocable guarantee of all present and future obligations
            (for the avoidance of doubt, not limited to payment obligations) of Party
            A or
            an Eligible Replacement to Party B under this Agreement that is provided
            by an
            Eligible Guarantor as principal debtor rather than surety and that is
            directly
            enforceable by Party B, the form and substance of which guarantee are
            subject to
            the Rating Agency Condition with respect to S&P, and either (A) a law firm
            has given a legal opinion confirming that none of the guarantor’s payments to
            Party B under such guarantee will be subject to Tax
            collected by withholding or
            (B)
            such guarantee provides that, in the event that any of such guarantor’s payments
            to Party B are subject to Tax collected by withholding, such guarantor
            is
            required to pay such additional amount as is necessary to ensure that
            the net
            amount actually received by Party B (free and clear of any Tax collected
            by
            withholding) will equal the full amount Party B would have received had
            no such
            withholding been required.

          


          “Eligible
            Guarantor” means
            an
            entity that (A) has credit ratings at least equal to the S&P Approved
            Ratings Threshold and (B) has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold, provided, for the avoidance of doubt,
            that an Eligible Guarantee of an Eligible Guarantor with credit ratings
            below
            the Moody’s First Trigger Ratings Threshold will not cause a Collateral Event
            (as defined in the Credit Support Annex) not to occur or continue with
            respect
            to Moody’s. 

          


          “Eligible
            Replacement”
            means an
            entity (i) (a) that has credit ratings from S&P at least equal to the
            S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
            least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
            avoidance of doubt, that an Eligible Replacement with credit ratings
            below the
            Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
            defined in the Credit Support Annex) not to occur or continue with respect
            to
            Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
            not limited to payment obligations) of which entity to Party B under
            this
            Agreement are guaranteed pursuant to an Eligible Guarantee.

           

          


          “Firm
            Offer”
            means
            (A) with respect to an Eligible Replacement, a quotation from such Eligible
            Replacement (i) in an amount equal to the actual amount payable by or
            to Party B
            in consideration of an agreement between Party B and such Eligible Replacement
            to replace Party A as the counterparty to this Agreement by way of novation
            or,
            if such novation is not possible, an agreement between Party B and such
            Eligible
            Replacement to enter into a Replacement Transaction (assuming that all
            Transactions hereunder become Terminated Transactions), and (ii) that
            constitutes an offer by such Eligible Replacement to replace Party A
            as the
            counterparty to this Agreement or enter a Replacement Transaction that
            will
            become legally binding upon such Eligible Replacement upon acceptance
            by Party
            B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
            Guarantor to provide an Eligible Guarantee that will become legally binding
            upon
            such Eligible Guarantor upon acceptance by the offeree.

          


          “Moody’s”
            means
            Moody’s Investors Service, Inc., or any successor thereto. 

          


          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s, a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s of “A1”.

          


          “Moody’s
            Second Trigger Ratings Event”
            means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold. 

          


          “Moody’s
            Second Trigger Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Permitted
            Transfer” means
            a
            transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
            or the
            second sentence of Section 7 (as amended herein) to a transferee (the
            “Transferee”)
            of all,
            but not less than all, of Party A’s rights, liabilities, duties and obligations
            under this Agreement, with
            respect to which transfer each of the following conditions is
            satisfied:
            (a) the
            Transferee is an Eligible Replacement; (b) Party A and the Transferee
            are both
“dealers in notional principal contracts” within the meaning of Treasury
            regulations section 1.1001-4; (c) as of the date of such transfer the
            Transferee
            would not be required to withhold or deduct on account of Tax from any
            payments
            under this Agreement or would be required to gross up for such Tax under
            Section
            2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
            as a
            result of such transfer; (e) pursuant to a written instrument (the “Transfer
            Agreement”),
            the
            Transferee acquires and assumes all rights and obligations of Party A
            under the
            Agreement and the relevant Transaction; (f) Party B shall have determined,
            in
            its sole discretion, acting in a commercially reasonable manner, that
            such
            Transfer Agreement is effective to transfer to the Transferee all, but
            not less
            than all, of Party A’s rights and obligations under the Agreement and all
            relevant Transactions; (g) Party A will be responsible for any costs
            or expenses
            incurred in connection with such transfer (including any replacement
            cost of
            entering into a replacement transaction); (h) either (A) Moody’s has been given
            prior written notice of such transfer and the Rating Agency Condition
            is
            satisfied with respect to S&P or (B) each Swap Rating Agency has been given
            prior written notice of such transfer and such transfer is in connection
            with
            the assignment and assumption of this Agreement without modification
            of its
            terms, other than party names, dates relevant to the effective date of
            such
            transfer, tax representations (provided that the representations in Part
            2(a)(i)
            are not modified) and any other representations regarding the status
            of the
            substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
            or Part 5(v)(ii), notice information and account details; and such transfer
            otherwise complies with the terms of the Pooling and Servicing
            Agreement.

           

          “Rating
            Agency Condition”
            means,
            with respect to any particular proposed act or omission to act hereunder
            and
            each Cap Rating Agency specified in connection with such proposed act
            or
            omission, that the party acting or failing to act must consult with each
            of the
            specified Cap Rating Agencies and receive from each such Cap Rating Agency
            a
            prior written confirmation that the proposed action or inaction would
            not cause
            a downgrade or withdrawal of the then-current rating of any Certificates
            or
            Notes.

          


          “Relevant
            Entity” means
            Party A and, to the extent applicable, a guarantor under an Eligible
            Guarantee.

          


          “Replacement
            Transaction”
            means,
            with respect to any Terminated Transaction or group of Terminated Transactions,
            a transaction or group of transactions that (i) would have the effect
            of
            preserving for Party B the economic equivalent of any payment or delivery
            (whether the underlying obligation was absolute or contingent and assuming
            the
            satisfaction of each applicable condition precedent) by the parties under
            Section 2(a)(i) in respect of such Terminated Transaction or group of
            Terminated
            Transactions that would, but for the occurrence of the relevant Early
            Termination Date, have been required after that Date, and (ii) has terms
            which
            are substantially the same as this Agreement, including, without limitation,
            rating triggers, Regulation AB compliance, and credit support documentation,
            save for the exclusion of provisions relating to Transactions that are
            not
            Terminated Transaction, as determined by Party B in its sole discretion,
            acting
            in a commercially reasonable manner.

          


          “Required
            Ratings Downgrade Event”
            shall
            have the meaning assigned thereto in Part 5(d).

          


          “Required
            Ratings Threshold” means
            each of the S&P Required Ratings Threshold, and the Moody’s Second Trigger
            Ratings Threshold.

          


          “S&P”
            means
            Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
            Inc., or any successor thereto. 

          


          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Required Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a long-term unsecured and unsubordinated debt rating
            from
            S&P of “BBB+”.

          


          


          


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            of this page intentionally left blank.]


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          4. Account
            Details and Settlement Information:  

           

          


          
            	
                    Payments
                      to Party A:

                  	
                    HSBC
                      Bank USA, National Association

                  
	 	
                    ABA
                      # 021-001-088

                  
	 	
                    For
                      credit to Department 299

                  
	 	
                    A/C:
                      000-04929-8

                  
	 	
                    HSBC
                      Derivative Products Group

                  
	 	 
	
                    Payments
                      to Party B:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    ABA
                      # 121-000-248

                  
	 	
                    For
                      Credit to: SAS Clearing

                  
	 	
                    A/C:
                      3970771416

                  
	 	
                    FFC:
                      NHEL 2007-1 50984501 Net Wac Reserve
                      Fund

                  


          

          


          


          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

          


          HSBC
            BANK
            USA, NATIONAL ASSOCIATION

           

          
            


            
              	
                      By:

                    	/s/
                      Antonia Landgraf 
	
                      Name:

                    	Antonia
                      Landgraf
	
                      Title:

                    	Assistant
                      Vice
                      President


            

             

            
              


              
                	
                        By:

                      	/s/
                        Kristina Cruz
	
                        Name:

                      	Kristina
                        Cruz
	
                        Title:

                      	Assistant
                        Vice
                        President


              

              



            

            


            Party
              B,
              acting through its duly authorized signatory, hereby agrees to, accepts
              and
              confirms the terms of the foregoing as of the date hereof.

            


            HSBC
              BANK
              USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE
              WITH RESPECT
              TO THE NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
              2007-1

            


             

            


            


            
              	
                      By:

                    	/s/
                      Elena Zheng
	
                      Name:

                    	Elena
                      Zheng
	
                      Title:

                    	Vice
                      President


            

            


            

 

          

          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          SCHEDULE
            I

          (all
            such
            dates subject to adjustment in accordance with the Following Business
            Day
            Convention)

          


          
            	
                    For
                      the Calculation Periods

                  	
                    Calculation
                      Amount

                  	
                    Cap
                      Rate

                  
	
                    From
                      and including:

                  	
                    To
                      but excluding:

                  	
                    in
                      USD:

                  	 
	
                    The
                      Effective Date

                  	
                    February
                      25, 2007

                  	
                    111,610,000.00

                  	
                    8.478030%

                  
	
                    February
                      25, 2007

                  	
                    March
                      25, 2007

                  	
                    111,610,000.00

                  	
                    7.526850%

                  
	
                    March
                      25, 2007

                  	
                    April
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.759770%

                  
	
                    April
                      25, 2007

                  	
                    May
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.998470%

                  
	
                    May
                      25, 2007

                  	
                    June
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.759840%

                  
	
                    June
                      25, 2007

                  	
                    July
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.998540%

                  
	
                    July
                      25, 2007

                  	
                    August
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.759910%

                  
	
                    August
                      25, 2007

                  	
                    September
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.759950%

                  
	
                    September
                      25, 2007

                  	
                    October
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.998660%

                  
	
                    October
                      25, 2007

                  	
                    November
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.760050%

                  
	
                    November
                      25, 2007

                  	
                    December
                      25, 2007

                  	
                    111,610,000.00

                  	
                    6.998780%

                  
	
                    December
                      25, 2007

                  	
                    January
                      25, 2008

                  	
                    111,610,000.00

                  	
                    6.760160%

                  
	
                    January
                      25, 2008

                  	
                    February
                      25, 2008

                  	
                    111,610,000.00

                  	
                    6.760220%

                  
	
                    February
                      25, 2008

                  	
                    March
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    March
                      25, 2008

                  	
                    April
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    April
                      25, 2008

                  	
                    May
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    May
                      25, 2008

                  	
                    June
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    June
                      25, 2008

                  	
                    July
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    July
                      25, 2008

                  	
                    August
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    August
                      25, 2008

                  	
                    September
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    September
                      25, 2008

                  	
                    October
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    October
                      25, 2008

                  	
                    November
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    November
                      25, 2008

                  	
                    December
                      25, 2008

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    December
                      25, 2008

                  	
                    January
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    January
                      25, 2009

                  	
                    February
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    February
                      25, 2009

                  	
                    March
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    March
                      25, 2009

                  	
                    April
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    April
                      25, 2009

                  	
                    May
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    May
                      25, 2009

                  	
                    June
                      25, 2009

                  	
                    0.00

                  	
                    0.000000%

                  
	
                    June
                      25, 2009

                  	
                    July
                      25, 2009

                  	
                    4,467,017.66

                  	
                    6.999910%

                  
	
                    July
                      25, 2009

                  	
                    August
                      25, 2009

                  	
                    10,049,156.06

                  	
                    6.761260%

                  
	
                    August
                      25, 2009

                  	
                    September
                      25, 2009

                  	
                    15,414,563.97

                  	
                    6.761330%

                  
	
                    September
                      25, 2009

                  	
                    October
                      25, 2009

                  	
                    20,571,641.07

                  	
                    7.000100%

                  
	
                    October
                      25, 2009

                  	
                    November
                      25, 2009

                  	
                    25,528,461.98

                  	
                    6.761450%

                  
	
                    November
                      25, 2009

                  	
                    December
                      25, 2009

                  	
                    30,292,788.82

                  	
                    7.000230%

                  
	
                    December
                      25, 2009

                  	
                    January
                      25, 2010

                  	
                    34,872,083.28

                  	
                    6.761580%

                  
	
                    January
                      25, 2010

                  	
                    February
                      25, 2010

                  	
                    39,273,518.28

                  	
                    6.761640%

                  
	
                    February
                      25, 2010

                  	
                    March
                      25, 2010

                  	
                    39,273,518.28

                  	
                    7.529030%

                  
	
                    March
                      25, 2010

                  	
                    April
                      25, 2010

                  	
                    39,273,518.28

                  	
                    6.761770%

                  
	
                    April
                      25, 2010

                  	
                    May
                      25, 2010

                  	
                    39,273,518.28

                  	
                    7.000560%

                  
	
                    May
                      25, 2010

                  	
                    June
                      25, 2010

                  	
                    39,273,518.28

                  	
                    6.761900%

                  
	
                    June
                      25, 2010

                  	
                    July
                      25, 2010

                  	
                    39,273,518.28

                  	
                    7.000700%

                  
	
                    July
                      25, 2010

                  	
                    August
                      25, 2010

                  	
                    40,721,336.01

                  	
                    6.762030%

                  
	
                    August
                      25, 2010

                  	
                    September
                      25, 2010

                  	
                    43,482,917.80

                  	
                    6.762100%

                  
	
                    September
                      25, 2010

                  	
                    October
                      25, 2010

                  	
                    46,137,174.11

                  	
                    7.000900%

                  
	
                    October
                      25, 2010

                  	
                    November
                      25, 2010

                  	
                    48,688,267.84

                  	
                    6.762230%

                  
	
                    November
                      25, 2010

                  	
                    December
                      25, 2010

                  	
                    51,140,200.69

                  	
                    7.001040%

                  
	
                    December
                      25, 2010

                  	
                    January
                      25, 2011

                  	
                    53,496,819.38

                  	
                    6.762360%

                  
	
                    January
                      25, 2011

                  	
                    February
                      25, 2011

                  	
                    55,761,821.65

                  	
                    6.762430%

                  
	
                    February
                      25, 2011

                  	
                    March
                      25, 2011

                  	
                    56,012,102.68

                  	
                    7.529910%

                  
	
                    March
                      25, 2011

                  	
                    April
                      25, 2011

                  	
                    55,442,284.22

                  	
                    6.762570%

                  
	
                    April
                      25, 2011

                  	
                    May
                      25, 2011

                  	
                    54,855,286.22

                  	
                    7.001400%

                  
	
                    May
                      25, 2011

                  	
                    June
                      25, 2011

                  	
                    54,252,725.97

                  	
                    6.762710%

                  
	
                    June
                      25, 2011

                  	
                    July
                      25, 2011

                  	
                    53,636,135.25

                  	
                    7.001540%

                  
	
                    July
                      25, 2011

                  	
                    August
                      25, 2011

                  	
                    53,006,964.22

                  	
                    6.762850%

                  
	
                    August
                      25, 2011

                  	
                    September
                      25, 2011

                  	
                    52,366,585.08

                  	
                    6.762920%

                  
	
                    September
                      25, 2011

                  	
                    October
                      25, 2011

                  	
                    51,715,715.22

                  	
                    7.001760%

                  
	
                    October
                      25, 2011

                  	
                    November
                      25, 2011

                  	
                    51,055,540.49

                  	
                    6.763060%

                  
	
                    November
                      25, 2011

                  	
                    December
                      25, 2011

                  	
                    50,387,863.85

                  	
                    7.001910%

                  
	
                    December
                      25, 2011

                  	
                    January
                      25, 2012

                  	
                    49,713,780.35

                  	
                    6.763210%

                  
	
                    January
                      25, 2012

                  	
                    February
                      25, 2012

                  	
                    83,678,768.28

                  	
                    6.763280%

                  
	
                    February
                      25, 2012

                  	
                    March
                      25, 2012

                  	
                    81,641,970.02

                  	
                    7.257380%

                  
	
                    March
                      25, 2012

                  	
                    April
                      25, 2012

                  	
                    79,654,376.57

                  	
                    6.763420%

                  
	
                    April
                      25, 2012

                  	
                    May
                      25, 2012

                  	
                    77,714,805.59

                  	
                    7.002280%

                  
	
                    May
                      25, 2012

                  	
                    June
                      25, 2012

                  	
                    75,822,103.04

                  	
                    6.763570%

                  
	
                    June
                      25, 2012

                  	
                    July
                      25, 2012

                  	
                    73,975,142.49

                  	
                    7.002430%

                  
	
                    July
                      25, 2012

                  	
                    August
                      25, 2012

                  	
                    72,172,824.50

                  	
                    6.763720%

                  
	
                    August
                      25, 2012

                  	
                    September
                      25, 2012

                  	
                    70,414,075.93

                  	
                    6.763800%

                  
	
                    September
                      25, 2012

                  	
                    October
                      25, 2012

                  	
                    68,697,849.36

                  	
                    7.002670%

                  
	
                    October
                      25, 2012

                  	
                    November
                      25, 2012

                  	
                    67,023,122.43

                  	
                    6.763950%

                  
	
                    November
                      25, 2012

                  	
                    December
                      25, 2012

                  	
                    65,388,897.27

                  	
                    7.002830%

                  
	
                    December
                      25, 2012

                  	
                    January
                      25, 2013

                  	
                    63,794,199.91

                  	
                    6.764100%

                  
	
                    January
                      25, 2013

                  	
                    February
                      25, 2013

                  	
                    62,238,079.70

                  	
                    6.764180%

                  
	
                    February
                      25, 2013

                  	
                    March
                      25, 2013

                  	
                    60,719,608.77

                  	
                    7.531860%

                  
	
                    March
                      25, 2013

                  	
                    April
                      25, 2013

                  	
                    59,237,881.46

                  	
                    6.764340%

                  
	
                    April
                      25, 2013

                  	
                    May
                      25, 2013

                  	
                    57,792,013.83

                  	
                    7.003230%

                  
	
                    May
                      25, 2013

                  	
                    June
                      25, 2013

                  	
                    56,381,143.10

                  	
                    6.764490%

                  
	
                    June
                      25, 2013

                  	
                    July
                      25, 2013

                  	
                    55,004,427.16

                  	
                    7.003390%

                  
	
                    July
                      25, 2013

                  	
                    August
                      25, 2013

                  	
                    53,661,044.08

                  	
                    6.764660%

                  
	
                    August
                      25, 2013

                  	
                    September
                      25, 2013

                  	
                    52,350,191.63

                  	
                    6.764740%

                  
	
                    September
                      25, 2013

                  	
                    October
                      25, 2013

                  	
                    51,071,086.81

                  	
                    7.003650%

                  
	
                    October
                      25, 2013

                  	
                    November
                      25, 2013

                  	
                    49,822,965.36

                  	
                    6.764900%

                  
	
                    November
                      25, 2013

                  	
                    December
                      25, 2013

                  	
                    48,605,081.38

                  	
                    7.003820%

                  
	
                    December
                      25, 2013

                  	
                    January
                      25, 2014

                  	
                    47,416,706.80

                  	
                    6.765070%

                  
	
                    January
                      25, 2014

                  	
                    February
                      25, 2014

                  	
                    46,257,131.04

                  	
                    6.765150%

                  
	
                    February
                      25, 2014

                  	
                    March
                      25, 2014

                  	
                    45,125,660.55

                  	
                    7.532940%

                  
	
                    March
                      25, 2014

                  	
                    April
                      25, 2014

                  	
                    44,021,618.40

                  	
                    6.765320%

                  
	
                    April
                      25, 2014

                  	
                    May
                      25, 2014

                  	
                    42,944,343.88

                  	
                    7.004250%

                  
	
                    May
                      25, 2014

                  	
                    June
                      25, 2014

                  	
                    41,893,192.15

                  	
                    6.765490%

                  
	
                    June
                      25, 2014

                  	
                    July
                      25, 2014

                  	
                    40,867,533.81

                  	
                    7.004430%

                  
	
                    July
                      25, 2014

                  	
                    August
                      25, 2014

                  	
                    39,866,754.57

                  	
                    6.765670%

                  
	
                    August
                      25, 2014

                  	
                    September
                      25, 2014

                  	
                    38,890,254.87

                  	
                    6.765750%

                  
	
                    September
                      25, 2014

                  	
                    October
                      25, 2014

                  	
                    37,937,449.53

                  	
                    7.004700%

                  
	
                    October
                      25, 2014

                  	
                    November
                      25, 2014

                  	
                    37,007,767.41

                  	
                    6.765930%

                  
	
                    November
                      25, 2014

                  	
                    December
                      25, 2014

                  	
                    36,100,651.06

                  	
                    7.004890%

                  
	
                    December
                      25, 2014

                  	
                    The
                      Termination Date

                  	
                    35,215,556.44

                  	
                    6.766110%

                  


          

          


          


          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

          


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        

          
             
ANNEX
            A

          


          ISDA®

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          dated
            as
            of January 31, 2007 between

          HSBC
            Bank
            USA, National Association (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          HSBC
            Bank
            USA, National Association, not individually, but solely as Trustee with
            respect
            to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
            2007-1
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”).

          


          For
            the
            avoidance of doubt, and notwithstanding anything to the contrary that
            may be
            contained in the Agreement, this Credit Support Annex shall relate solely
            to the
            Transaction documented in the Confirmation dated January 31, 2007 between
            Party
            A and Party B, Reference Number 453816HN/453817HN.

          


           

          Paragraph
            13. Elections and Variables.

           

          
            	(a)  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                    Credit
                      Support Obligations.

                  


          

           

          
            	(i)  	
                    Delivery
                      Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Credit Support Amount for such Valuation
                      Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                      Credit Support held by the Secured Party,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Value as of such Valuation Date of all
                      Posted Credit Support held by the Secured Party exceeds (b)
                      the S&P
                      Credit Support Amount for such Valuation Date,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                      the Moody’s Second Trigger Credit Support Amount, in each case for such
                      Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                    Eligible
                      Collateral.
                      

                  


          

           

          On
            any
            date, the items set forth in Schedule I will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral to be denominated in
            USD).

           

          
            	(iii)  	
                    Other
                      Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                    Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      if (i) a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed, or (ii) a Required
                      Ratings
                      Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 50,000 with respect to Party A and Party
                      B.

                  


          

           

          
            	(D)  	
                    Rounding:
                      The Delivery Amount will be rounded up to the nearest integral
                      multiple of
                      USD 10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 10,000.

                  


          

           

          
            	(c)  	
                    Valuation
                      and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A; provided, however, that if an Event of Default
                      shall have
                      occurred with respect to which Party A is the Defaulting Party,
                      Party B
                      shall have the right to designate as Valuation Agent an independent
                      party,
                      reasonably acceptable to Party A, the cost for which shall
                      be borne by
                      Party A. All calculations by the Valuation Agent must be made
                      in
                      accordance with standard market practice, including, in the
                      event of a
                      dispute as to the Value of any Eligible Credit Support or Posted
                      Credit
                      Support, by making reference to quotations received by the
                      Valuation Agent
                      from one or more Pricing Sources.

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      each Local Business Day on which any of the S&P Credit Support Amount,
                      the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                      Trigger Credit Support Amount is greater than
                      zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date. The Valuation
                      Agent will
                      notify each party (or the other party, if the Valuation Agent
                      is a party)
                      of its calculations not later than the Notification Time on
                      the applicable
                      Valuation Date (or in the case of Paragraph 6(d), the Local
                      Business Day
                      following the day on which such relevant calculations are
                      performed).”

                  


          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    External
                      Verification. 
                      Notwithstanding anything to the contrary in the definitions
                      of Valuation
                      Agent or Valuation Date, at any time at which Party A (or,
                      to the extent
                      applicable, its Credit Support Provider) does not have a long-term
                      unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                      the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                      the S&P Value of Posted Credit Suppport on each Valuation Date based
                      on internal marks and (B) verify such calculations with external
                      marks
                      monthly by obtaining on the last Local Business Day of each
                      calendar month
                      two external marks for each Transaction to which this Annex
                      relates and
                      for all Posted Credit Suport; such verification of the Secured
                      Party’s
                      Exposure shall be based on the higher of the two external marks.
                      Each
                      external mark in respect of a Transaction shall be obtained
                      from an
                      independent Reference Market-maker that would be eligible and
                      willing to
                      enter into such Transaction in the absence of the current derivative
                      provider, provided that an external mark may not be obtained
                      from the same
                      Reference Market-maker more than four times in any 12-month
                      period. The
                      Valuation Agent shall obtain these external marks directly
                      or through an
                      independent third party, in either case at no cost to Party
                      B. The
                      Valuation Agent shall calculate on each Valuation Date (for
                      purposes of
                      this paragraph, the last Local Business Day in each calendar
                      month
                      referred to above shall be considered a Valuation Date) the
                      Secured
                      Party’s Exposure based on the greater of the Valuation Agent’s internal
                      marks and the external marks received. If the S&P Value on any such
                      Valuation Date of all Posted Credit Support then held by the
                      Secured Party
                      is less than the S&P Credit Support Amount on such Valuation Date (in
                      each case as determined pursuant to this paragraph), Party
                      A shall, within
                      three Local Business Days of such Valuation Date, Transfer
                      to the Secured
                      Party Eligible Credit Support having an S&P Value as of the date of
                      Transfer at least equal to such deficiency.


                  


          

           

          
            	(vi)  	
                    Notice
                      to S&P. 
                      At
                      any time at which Party A (or, to the extent applicable, its
                      Credit
                      Support Provider) does not have a long-term unsubordinated
                      and unsecured
                      debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                      provide to S&P not later than the Notification Time on the Local
                      Business Day following each Valuation Date its calculations
                      of the Secured
                      Party’s Exposure and the S&P Value of any Eligible Credit Support or
                      Posted Credit Support for that Valuation Date. The Valuation
                      Agent shall
                      also provide to S&P any external marks received pursuant to the
                      preceding paragraph.

                  


          

           

          
            	(d)  	
                    Conditions
                      Precedent and Secured Party’s Rights and
                      Remedies.
                      The following Termination Events will be a “Specified
                      Condition”
                      for the party specified (that party being the Affected Party
                      if the
                      Termination Event occurs with respect to that party): With
                      respect to
                      Party A: any Additional Termination Event with respect to which
                      Party A is
                      the sole Affected Party. With respect to Party B:
                      None.

                  


          

           

          
            	(e)  	
                    Substitution.

                  


          

           

          
            	(i)  	
                    “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                    Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                    Dispute
                      Resolution.

                  


          

           

          
            	(i)  	
                    “Resolution
                      Time”
                      means 1:00 p.m. New York time on the Local Business Day following
                      the date
                      on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                    Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value, on any date, of Eligible
                      Collateral other than Cash will be calculated as follows:
                      

                  


          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            sum of (A) the product of (1)(x) the bid price at the Valuation Time
            for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the bid price for such securities quoted at the
            Valuation
            Time by any principal market maker for such securities selected by the
            Valuation
            Agent, or (z) if no such bid price is listed or quoted for such date,
            the bid
            price listed or quoted (as the case may be) at the Valuation Time for
            the day
            next preceding such date on which such prices were available and (2)
            the
            applicable Valuation Percentage for such Eligible Collateral, and (B)
            the
            accrued interest on such securities (except to the extent Transferred
            to the
            Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
            price
            referred to in the immediately preceding clause (A)) as of such
            date.

           

          
            	(iii)  	
                    Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                    Holding
                      and Using Posted
                      Collateral.

                  


          

           

          
            	(i)  	
                    Eligibility
                      to Hold Posted Collateral; Custodians.  Party
                      B (or any Custodian) will be entitled to hold Posted Collateral
                      pursuant
                      to Paragraph 6(b). 

                  


          

           

          Party
            B
            may appoint as Custodian (A) the entity then serving as Securities
            Administrator
            or (B)
            any entity other than the entity then serving as Securities Administrator
            if
            such other entity (or, to the extent applicable, its parent company or
            credit
            support provider) shall then have a short-term unsecured and unsubordinated
            debt
            rating from S&P of at least “A-1.”

           

          Initially,
            the Custodian
            for
            Party B is: Securities Administrator.

           

          
            	(ii)  	
                    Use
                      of Posted Collateral. The
                      provisions of Paragraph 6(c)(i) will not apply to Party B,
                      but the
                      provisions of Paragraph 6(c)(ii) will apply to Party B.
                      

                  


          

           

          
            	(h)  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its Custodian. Posted Collateral
                      in the
                      form of Cash shall be invested in such overnight (or redeemable
                      within two
                      Local Business Days of demand) Permitted Investments rated
                      at least (x)
                      AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                      directed by Party A (unless (x) an Event of Default or an Additional
                      Termination Event has occurred with respect to which Party
                      A is the
                      defaulting or sole Affected Party or (y) an Early Termination
                      Date has
                      been designated, in which case such investment shall be held
                      uninvested).
                      Gains and losses incurred in respect of any investment of Posted
                      Collateral in the form of Cash in Permitted Investments as
                      directed by
                      Party A shall be for the account of Party
                      A.

                  


          

           

          
            	(ii)  	
                    Transfer
                      of Interest Amount.
                      The Transfer of the Interest Amount will be made on the second
                      Local
                      Business Day following the end of each calendar month and on
                      any other
                      Local Business Day on which Posted Collateral in the form of
                      Cash is
                      Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                      however,
                      that the obligation of Party B to Transfer any Interest Amount
                      to Party A
                      shall be limited to the extent that Party B has earned and
                      received such
                      funds and such funds are available to Party B.


                  


          

           

          
            	(iii)  	
                    Alternative
                      to Interest Amount.
                      The provisions of Paragraph 6(d)(ii) will
                      apply.

                  


          

           

          
            	(i)  	
                    Additional
                      Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                    Other
                      Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                    Demands
                      and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

          If
            to
            Party A, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian: 

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Attn:
            Client Manager - NHEL 2007-1

          Tel:
            410-884-2000

          Fax:
            410-715-2380

           

          
            	(l)  	
                    Address
                      for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A
            account details for holding collateral:

           

          HSBC
            Bank
            USA, National Association

          ABA
            #
            021-001-088

          For
            credit to Department 299

          A/C:
            000-04929-8

          HSBC
            Derivative Products Group

          


          Party
            B’s
            Custodian account details for holding collateral

           

          Wells
            Fargo Bank, N.A.

          ABA
            #
            121-000-248

          For
            Credit to: SAS Clearing

          A/C:
            3970771416

          FFC:
            NHEL
            2007-1, Cap Collateral Account, 50984509

          


          
            	(m)  	
                    Other
                      Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                      Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                      deleting the words “a Value” and inserting in lieu thereof “an S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                      (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      Paragraph 5 (flush language) is hereby amended by deleting
                      the word
                      “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                      Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                      language) is hereby amended by deleting the word “Value” and inserting in
                      lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                      Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                      first instance of the words “the Value” and inserting in lieu thereof “any
                      one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                      Second Trigger Value” and (2) deleting the second instance of the words
                      “the Value” and inserting in lieu thereof “such disputed S&P Value,
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                      Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                      by deleting
                      the word “Value” and inserting in lieu thereof “least of the S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      

                  


          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as published and copyrighted in 1994 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Paragraph 7 will not apply to cause any Event of Default to
                      exist with
                      respect to Party B except that Paragraph 7(i) will apply to
                      Party B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex. Notwithstanding anything to the contrary in
                      Paragraph 7,
                      any failure by Party A to comply with or perform any obligation
                      to be
                      complied with or performed by Party A under the Credit Support
                      Annex shall
                      only be an Event of Default if (A) a
                      S&P Required Ratings Downgrade Event has occurred and been continuing
                      for 30 or more Local Business Days, and (B) such failure is
                      not remedied
                      on or before the third Local Business Day after notice of such
                      failure is
                      given to Party A.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

           

          (ix)
             Additional
            Definitions.
            As used
            in this Annex:

           

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “Exposure”
            has the meaning specified in Paragraph 12, except that after the word
            “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
            Schedule is deleted)” shall be inserted. 

           

          “Local
            Business Day”
means:
            any day on which (A) commercial banks are open for business (including
            dealings
            in foreign exchange and foreign currency deposits) in New York and the
            location
            of Party A, Party B and any Custodian, and (B) in relation to a Transfer
            of
            Eligible Collateral, any day on which the clearance system agreed between
            the
            parties for the delivery of Eligible Collateral is open for acceptance
            and
            execution of settlement instructions (or in the case of a Transfer of
            Cash or
            other Eligible Collateral for which delivery is contemplated by other
            means a
            day on which commercial banks are open for business (including dealings
            in
            foreign exchange and foreign deposits) in New York and the location of
            Party A,
            Party B and any Custodian. 

           

          “Moody’s
            First Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                      and has been continuing (x) for at least 30 Local Business
                      Days or (y)
                      since this Annex was executed and (II) it is not the case that
                      a Moody’s
                      Second Trigger Event has occurred and been continuing for at
                      least 30
                      Local Business Days, an amount equal to the greater of (a)
                      zero and (b)
                      the sum of (i) the Secured Party’s Exposure for such Valuation Date and
                      (ii) the sum, for each Transaction to which this Annex relates,
                      of the
                      product of (1) the applicable Moody’s First Trigger Factor set forth in
                      Table 1 and (2) the Notional Amount for such Transaction for
                      the
                      Calculation Period which includes such Valuation Date; or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A such Valuation Date.

           

          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s, a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s of “A1”.

          


          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            Second Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Event has occurred and been continuing for at least 30 Local
                      Business
                      Days, an amount equal to the greatest of (a) zero, (b) the
                      aggregate
                      amount of the next payment due to be paid by Party A under
                      each
                      Transaction to which this Annex relates, and (c) the sum of
                      (x) the
                      Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                      Transaction to which this Annex relates, of


                  


          

           

          (1)
            if
            such Transaction is not a Transaction-Specific Hedge, the product of
            (i) the
            applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
            Notional Amount for such Transaction for the Calculation Period which
            includes
            such Valuation Date;
            or

           

          (2)
            the
            product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
            and (ii) the Notional Amount for such Transaction for the Calculation
            Period
            which includes such Valuation Date; or 

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A for such Valuation Date.

           

          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Pricing
            Sources”
            means
            the sources of financial information commonly known as Bloomberg, Bridge
            Information Services, Data Resources Inc., Interactive Data Services,
            International Securities Market Association, Merrill Lynch Securities
            Pricing
            Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
            JJ Kenny,
            S&P and Telerate.

           

          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)
                      

                  	
                    for
                      any Valuation Date on which (i) an S&P Rating Threshold Event has
                      occurred and been continuing for at least 30 days, or (ii)
                      a S&P
                      Required Ratings Downgrade Event has occurred and is continuing,
                      an amount
                      equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                      Valuation Date and (2) the sum, for each Transaction to which
                      this Annex
                      relates, of the product of (i) the Volatility Buffer for such
                      Transaction
                      and (ii) the Notional Amount of such Transaction for the Calculation
                      Period of such Transaction which includes such Valuation Date,
                      or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A for such Valuation Date.

           

          “S&P
            Rating Threshold Event”
            means,
            on any date, no Relevant Entity has credit ratings from S&P which equal or
            exceed the S&P Approved Ratings Threshold.

           

          “S&P
            Required Ratings Downgrade Event”
            means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Required Ratings Threshold.

           

          “S&P
            Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the
            product of (A) the bid price obtained by the Valuation Agent for such
            Eligible
            Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
            set forth in paragraph 13(b)(ii).

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is (i) an interest rate swap in respect of which (x)
            the
            notional amount of the interest rate swap is “balance guaranteed” or (y) the
            notional amount of the interest rate swap for any Calculation Period
            otherwise
            is not a specific dollar amount that is fixed at the inception of the
            Transaction, (ii) an interest rate cap, (iii) an interest rate floor
            or (iv) an
            interest rate swaption.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the S&P Value, Moody’s First Trigger
            Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
            or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
            Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
            such Eligible Collateral or Posted Collateral, respectively, in each
            case as set
            forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related S&P Value, the related Moody’s
            First Trigger Value, and the related Moody’s Second Trigger Value.

           

          “Volatility
            Buffer”
            means,
            for any Transaction, the related percentage set forth in the following
            table.


           

          
            	
                    The
                      higher of the S&P credit rating of (i) Party A and (ii) the Credit
                      Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 30 years

                  
	
                    “A-2”
                      or higher

                  	
                    2.75%

                  	
                    3.25%

                  	
                    4.00%

                  	
                    4.75%

                  
	
                    “A-3”

                  	
                    3.25%

                  	
                    4.00%

                  	
                    5.00%

                  	
                    6.25%

                  
	
                    “BB+”
                      or
                      lower

                  	
                    3.50%

                  	
                    4.50%

                  	
                    6.75%

                  	
                    7.50%

                  


          

          


           

          


           

          


           

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          Table
            1

           

          Moody’s
            First Trigger Factor

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.15%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    0.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    0.40%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    0.60%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    0.70%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    0.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    1.00%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    1.10%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    1.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    1.30%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    1.40%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    1.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    1.60%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    1.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    1.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    1.90%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    2.00%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    2.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    2.00%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    2.00%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    2.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    2.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    2.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    2.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    2.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    2.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    2.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    2.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    2.00%

                  
	
                    More
                      than 29

                  	
                    2.00%

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Table
            2

           

          Moody’s
            Second Trigger Factor for Interest Rate Swaps with Fixed Notional
            Amounts

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.50%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.00%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.50%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    1.90%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    2.40%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    2.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    3.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    3.60%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    4.00%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    4.40%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    4.70%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    5.00%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    5.40%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    5.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    6.00%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    6.30%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    6.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    6.90%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    7.20%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    7.50%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    7.80%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    8.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    8.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    8.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    8.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    8.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    8.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    8.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    8.00%

                  
	
                    More
                      than 29

                  	
                    8.00%

                  


          

          


           

          


           

          


           


          
            
              
                


                 

                


                 

              

              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          Table
            3

           

          Moody’s
            Second Trigger Factor for Transaction-Specific Hedges

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.65%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.90%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    2.50%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    3.10%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    3.60%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    4.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    4.70%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    5.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    5.70%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    6.10%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    6.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    7.00%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    7.40%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    7.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    8.20%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    8.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    9.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    9.40%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    9.70%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    10.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    10.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    10.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    10.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    10.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    10.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    10.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    10.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    10.00%

                  
	
                    More
                      than 29

                  	
                    10.00%

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           Schedule
            1

           

          Eligible
            Collateral

           

          
            	
                    Eligible
                      Collateral & Valuation Percentages

                    Moody’s
                      and S&P

                  
	 	 	
                    Valuation
                      Percentage

                  	
                    Valuation
                      Percentage

                  
	 	 	
                    Moody’s

                  	
                    S&P

                  
	 	
                    First
                      Trigger

                  	
                    Second
                      Trigger

                  	
                    Daily

                  
	
                    (A)

                  	
                    Cash

                  	
                    100

                  	
                    100

                  	
                    100

                  
	
                    (B)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of not more than one
                      year

                  	
                    100

                  	
                    100

                  	
                    98.5

                  
	
                    (C)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than one year but
                      not more than
                      ten years

                  	
                    100

                  	
                    94

                  	
                    89.9

                  
	
                    (D)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than ten years

                  	
                    100

                  	
                    87

                  	
                    83.9

                  
	
                    (E)

                  	
                    Agency
                      Securities:
                      negotiable debt obligations of the Federal National Mortgage
                      Association
                      (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal
                      Home Loan
                      Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee Valley
                      Authority
                      (TVA) (collectively, “Agency
                      Securities”)
                      issued after July 18, 1984 and having a remaining maturity
                      of not more
                      than 1 year.

                  	
                    100

                  	
                    99

                  	
                    98.5

                  
	
                    (F)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 1 year
                      but not more
                      than 2 years.

                  	
                    100

                  	
                    98

                  	
                    97.7

                  
	
                    (G)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 2 years
                      but not
                      more than 3 years.

                  	
                    100

                  	
                    97

                  	
                    97.3

                  
	
                    (H)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 3 years
                      but not
                      more than 5 years.

                  	
                    100

                  	
                    96

                  	
                    94.5

                  
	
                    (I)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 5 years
                      but not
                      more than 7 years.

                  	
                    100

                  	
                    94

                  	
                    93.1

                  
	
                    (J)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 7 years
                      but not
                      more than 10 years.

                  	
                    100

                  	
                    93

                  	
                    90.7

                  
	
                    (K)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 10 years
                      but not
                      more than 20 years.

                  	
                    100

                  	
                    88

                  	
                    87.7

                  
	
                    (L)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 20 years
                      but not
                      more than 30 years.

                  	
                    100

                  	
                    86

                  	
                    84.4

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

           

          
            	
                    HSBC
                      Bank USA, National Association

                  	 	
                    HSBC
                      Bank USA, National Association, not individually, but solely
                      as Trustee
                      with respect to the Nomura Home Equity Loan, Inc., Home Equity
                      Loan Trust,
                      Series 2007-1

                  
	 	 	 	 	 
	 	 	 	 	 
	
                    By:

                  	/s/
                    Sandra Nicotra 	 	
                    By:

                  	/s/
                    Elena Zheng
	
                    Name:

                  	Sandra
                    Nicotra	 	
                    Name:

                  	Elena
                    Zheng
	
                    Title:

                  	Senior
                    Vice
                    President	 	
                    Title:

                  	Assistant
                    Vice
                    President
	
                    Date:

                  	 	 	
                    Date:

                  	 


          

          


           

          


           

          


           

          


           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        

          
             
ANNEX
            A

          


          ISDA®

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          dated
            as
            of January 31, 2007 between

          HSBC
            Bank
            USA, National Association (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          HSBC
            Bank
            USA, National Association, not individually, but solely as Trustee with
            respect
            to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
            2007-1
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”).

          


          For
            the
            avoidance of doubt, and notwithstanding anything to the contrary that
            may be
            contained in the Agreement, this Credit Support Annex shall relate solely
            to the
            Transaction documented in the Confirmation dated January 31, 2007 between
            Party
            A and Party B, Reference Number 453818HN/453819HN.

          


           

          Paragraph
            13. Elections and Variables.

           

          
            	(a)  	
                    Security
                      Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                    Credit
                      Support Obligations.

                  


          

           

          
            	(i)  	
                    Delivery
                      Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Credit Support Amount for such Valuation
                      Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                      Credit Support held by the Secured Party,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Value as of such Valuation Date of all
                      Posted Credit Support held by the Secured Party exceeds (b)
                      the S&P
                      Credit Support Amount for such Valuation Date,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                      the Moody’s Second Trigger Credit Support Amount, in each case for such
                      Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                    Eligible
                      Collateral.
                      

                  


          

           

          On
            any
            date, the items set forth in Schedule I will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral to be denominated in
            USD).

           

          
            	(iii)  	
                    Other
                      Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                    Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      if (i) a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed, or (ii) a Required
                      Ratings
                      Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 50,000 with respect to Party A and Party
                      B.

                  


          

           

          
            	(D)  	
                    Rounding:
                      The Delivery Amount will be rounded up to the nearest integral
                      multiple of
                      USD 10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 10,000.

                  


          

           

          
            	(c)  	
                    Valuation
                      and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A; provided, however, that if an Event of Default
                      shall have
                      occurred with respect to which Party A is the Defaulting Party,
                      Party B
                      shall have the right to designate as Valuation Agent an independent
                      party,
                      reasonably acceptable to Party A, the cost for which shall
                      be borne by
                      Party A. All calculations by the Valuation Agent must be made
                      in
                      accordance with standard market practice, including, in the
                      event of a
                      dispute as to the Value of any Eligible Credit Support or Posted
                      Credit
                      Support, by making reference to quotations received by the
                      Valuation Agent
                      from one or more Pricing Sources.

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      each Local Business Day on which any of the S&P Credit Support Amount,
                      the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                      Trigger Credit Support Amount is greater than
                      zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date. The Valuation
                      Agent will
                      notify each party (or the other party, if the Valuation Agent
                      is a party)
                      of its calculations not later than the Notification Time on
                      the applicable
                      Valuation Date (or in the case of Paragraph 6(d), the Local
                      Business Day
                      following the day on which such relevant calculations are
                      performed).”

                  


          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    External
                      Verification. 
                      Notwithstanding anything to the contrary in the definitions
                      of Valuation
                      Agent or Valuation Date, at any time at which Party A (or,
                      to the extent
                      applicable, its Credit Support Provider) does not have a long-term
                      unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                      the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                      the S&P Value of Posted Credit Suppport on each Valuation Date based
                      on internal marks and (B) verify such calculations with external
                      marks
                      monthly by obtaining on the last Local Business Day of each
                      calendar month
                      two external marks for each Transaction to which this Annex
                      relates and
                      for all Posted Credit Suport; such verification of the Secured
                      Party’s
                      Exposure shall be based on the higher of the two external marks.
                      Each
                      external mark in respect of a Transaction shall be obtained
                      from an
                      independent Reference Market-maker that would be eligible and
                      willing to
                      enter into such Transaction in the absence of the current derivative
                      provider, provided that an external mark may not be obtained
                      from the same
                      Reference Market-maker more than four times in any 12-month
                      period. The
                      Valuation Agent shall obtain these external marks directly
                      or through an
                      independent third party, in either case at no cost to Party
                      B. The
                      Valuation Agent shall calculate on each Valuation Date (for
                      purposes of
                      this paragraph, the last Local Business Day in each calendar
                      month
                      referred to above shall be considered a Valuation Date) the
                      Secured
                      Party’s Exposure based on the greater of the Valuation Agent’s internal
                      marks and the external marks received. If the S&P Value on any such
                      Valuation Date of all Posted Credit Support then held by the
                      Secured Party
                      is less than the S&P Credit Support Amount on such Valuation Date (in
                      each case as determined pursuant to this paragraph), Party
                      A shall, within
                      three Local Business Days of such Valuation Date, Transfer
                      to the Secured
                      Party Eligible Credit Support having an S&P Value as of the date of
                      Transfer at least equal to such deficiency.


                  


          

           

          
            	(vi)  	
                    Notice
                      to S&P. 
                      At
                      any time at which Party A (or, to the extent applicable, its
                      Credit
                      Support Provider) does not have a long-term unsubordinated
                      and unsecured
                      debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                      provide to S&P not later than the Notification Time on the Local
                      Business Day following each Valuation Date its calculations
                      of the Secured
                      Party’s Exposure and the S&P Value of any Eligible Credit Support or
                      Posted Credit Support for that Valuation Date. The Valuation
                      Agent shall
                      also provide to S&P any external marks received pursuant to the
                      preceding paragraph.

                  


          

           

          
            	(d)  	
                    Conditions
                      Precedent and Secured Party’s Rights and
                      Remedies.
                      The following Termination Events will be a “Specified
                      Condition”
                      for the party specified (that party being the Affected Party
                      if the
                      Termination Event occurs with respect to that party): With
                      respect to
                      Party A: any Additional Termination Event with respect to which
                      Party A is
                      the sole Affected Party. With respect to Party B:
                      None.

                  


          

           

          
            	(e)  	
                    Substitution.

                  


          

           

          
            	(i)  	
                    “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                    Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                    Dispute
                      Resolution.

                  


          

           

          
            	(i)  	
                    “Resolution
                      Time”
                      means 1:00 p.m. New York time on the Local Business Day following
                      the date
                      on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                    Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value, on any date, of Eligible
                      Collateral other than Cash will be calculated as follows:
                      

                  


          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            sum of (A) the product of (1)(x) the bid price at the Valuation Time
            for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the bid price for such securities quoted at the
            Valuation
            Time by any principal market maker for such securities selected by the
            Valuation
            Agent, or (z) if no such bid price is listed or quoted for such date,
            the bid
            price listed or quoted (as the case may be) at the Valuation Time for
            the day
            next preceding such date on which such prices were available and (2)
            the
            applicable Valuation Percentage for such Eligible Collateral, and (B)
            the
            accrued interest on such securities (except to the extent Transferred
            to the
            Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
            price
            referred to in the immediately preceding clause (A)) as of such
            date.

           

          
            	(iii)  	
                    Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                    Holding
                      and Using Posted
                      Collateral.

                  


          

           

          
            	(i)  	
                    Eligibility
                      to Hold Posted Collateral; Custodians.  Party
                      B (or any Custodian) will be entitled to hold Posted Collateral
                      pursuant
                      to Paragraph 6(b). 

                  


          

           

          Party
            B
            may appoint as Custodian (A) the entity then serving as Securities Administrator
            or (B) any entity other than the entity then serving as Securities Administrator
            if such other entity (or, to the extent applicable, its parent company
            or credit
            support provider) shall then have a short-term unsecured and unsubordinated
            debt
            rating from S&P of at least “A-1.”

           

          Initially,
            the Custodian
            for
            Party B is: Securities Administrator.

           

          
            	(ii)  	
                    Use
                      of Posted Collateral. The
                      provisions of Paragraph 6(c)(i) will not apply to Party B,
                      but the
                      provisions of Paragraph 6(c)(ii) will apply to Party B.
                      

                  


          

           

          
            	(h)  	
                    Distributions
                      and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its Custodian. Posted Collateral
                      in the
                      form of Cash shall be invested in such overnight (or redeemable
                      within two
                      Local Business Days of demand) Permitted Investments rated
                      at least (x)
                      AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                      directed by Party A (unless (x) an Event of Default or an Additional
                      Termination Event has occurred with respect to which Party
                      A is the
                      defaulting or sole Affected Party or (y) an Early Termination
                      Date has
                      been designated, in which case such investment shall be held
                      uninvested).
                      Gains and losses incurred in respect of any investment of Posted
                      Collateral in the form of Cash in Permitted Investments as
                      directed by
                      Party A shall be for the account of Party
                      A.

                  


          

           

          
            	(ii)  	
                    Transfer
                      of Interest Amount.
                      The Transfer of the Interest Amount will be made on the second
                      Local
                      Business Day following the end of each calendar month and on
                      any other
                      Local Business Day on which Posted Collateral in the form of
                      Cash is
                      Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                      however,
                      that the obligation of Party B to Transfer any Interest Amount
                      to Party A
                      shall be limited to the extent that Party B has earned and
                      received such
                      funds and such funds are available to Party B.


                  


          

           

          
            	(iii)  	
                    Alternative
                      to Interest Amount.
                      The provisions of Paragraph 6(d)(ii) will
                      apply.

                  


          

           

          
            	(i)  	
                    Additional
                      Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                    Other
                      Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                    Demands
                      and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

          If
            to
            Party A, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian: 

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Attn:
            Client Manager - NHEL 2007-1

          Tel:
            410-884-2000

          Fax:
            410-715-2380

           

          
            	(l)  	
                    Address
                      for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A
            account details for holding collateral:

           

          HSBC
            Bank
            USA, National Association

          ABA
            #
            021-001-088

          For
            credit to Department 299

          A/C:
            000-04929-8

          HSBC
            Derivative Products Group

          


          Party
            B’s
            Custodian account details for holding collateral

           

          Wells
            Fargo Bank, N.A.

          ABA
            #
            121-000-248

          For
            Credit to: SAS Clearing

          A/C:
            3970771416

          FFC:
            NHEL
            2007-1, Cap Collateral Account, 50984509

          


          
            	(m)  	
                    Other
                      Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                      Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                      deleting the words “a Value” and inserting in lieu thereof “an S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                      (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      Paragraph 5 (flush language) is hereby amended by deleting
                      the word
                      “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                      Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                      language) is hereby amended by deleting the word “Value” and inserting in
                      lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                      Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                      first instance of the words “the Value” and inserting in lieu thereof “any
                      one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                      Second Trigger Value” and (2) deleting the second instance of the words
                      “the Value” and inserting in lieu thereof “such disputed S&P Value,
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                      Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                      by deleting
                      the word “Value” and inserting in lieu thereof “least of the S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      

                  


          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as published and copyrighted in 1994 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Paragraph 7 will not apply to cause any Event of Default to
                      exist with
                      respect to Party B except that Paragraph 7(i) will apply to
                      Party B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex. Notwithstanding anything to the contrary in
                      Paragraph 7,
                      any failure by Party A to comply with or perform any obligation
                      to be
                      complied with or performed by Party A under the Credit Support
                      Annex shall
                      only be an Event of Default if (A) a
                      S&P Required Ratings Downgrade Event has occurred and been continuing
                      for 30 or more Local Business Days, and (B) such failure is
                      not remedied
                      on or before the third Local Business Day after notice of such
                      failure is
                      given to Party A.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

           

          (ix)
             Additional
            Definitions.
            As used
            in this Annex:

           

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “Exposure”
            has the meaning specified in Paragraph 12, except that after the word
            “Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
            Schedule is deleted)” shall be inserted. 

           

          “Local
            Business Day”
means:
            any day on which (A) commercial banks are open for business (including
            dealings
            in foreign exchange and foreign currency deposits) in New York and the
            location
            of Party A, Party B and any Custodian, and (B) in relation to a Transfer
            of
            Eligible Collateral, any day on which the clearance system agreed between
            the
            parties for the delivery of Eligible Collateral is open for acceptance
            and
            execution of settlement instructions (or in the case of a Transfer of
            Cash or
            other Eligible Collateral for which delivery is contemplated by other
            means a
            day on which commercial banks are open for business (including dealings
            in
            foreign exchange and foreign deposits) in New York and the location of
            Party A,
            Party B and any Custodian. 

           

          “Moody’s
            First Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                      and has been continuing (x) for at least 30 Local Business
                      Days or (y)
                      since this Annex was executed and (II) it is not the case that
                      a Moody’s
                      Second Trigger Event has occurred and been continuing for at
                      least 30
                      Local Business Days, an amount equal to the greater of (a)
                      zero and (b)
                      the sum of (i) the Secured Party’s Exposure for such Valuation Date and
                      (ii) the sum, for each Transaction to which this Annex relates,
                      of the
                      product of (1) the applicable Moody’s First Trigger Factor set forth in
                      Table 1 and (2) the Notional Amount for such Transaction for
                      the
                      Calculation Period which includes such Valuation Date; or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A such Valuation Date.

           

          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s, a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s of “A1”.

          


          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            Second Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Event has occurred and been continuing for at least 30 Local
                      Business
                      Days, an amount equal to the greatest of (a) zero, (b) the
                      aggregate
                      amount of the next payment due to be paid by Party A under
                      each
                      Transaction to which this Annex relates, and (c) the sum of
                      (x) the
                      Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                      Transaction to which this Annex relates, of


                  


          

           

          (1)
            if
            such Transaction is not a Transaction-Specific Hedge, the product of
            (i) the
            applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
            Notional Amount for such Transaction for the Calculation Period which
            includes
            such Valuation Date;
            or

           

          (2)
            the
            product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
            and (ii) the Notional Amount for such Transaction for the Calculation
            Period
            which includes such Valuation Date; or 

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A for such Valuation Date.

           

          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Pricing
            Sources”
            means
            the sources of financial information commonly known as Bloomberg, Bridge
            Information Services, Data Resources Inc., Interactive Data Services,
            International Securities Market Association, Merrill Lynch Securities
            Pricing
            Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
            JJ Kenny,
            S&P and Telerate.

           

          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)
                      

                  	
                    for
                      any Valuation Date on which (i) an S&P Rating Threshold Event has
                      occurred and been continuing for at least 30 days, or (ii)
                      a S&P
                      Required Ratings Downgrade Event has occurred and is continuing,
                      an amount
                      equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                      Valuation Date and (2) the sum, for each Transaction to which
                      this Annex
                      relates, of the product of (i) the Volatility Buffer for such
                      Transaction
                      and (ii) the Notional Amount of such Transaction for the Calculation
                      Period of such Transaction which includes such Valuation Date,
                      or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II) the
            Threshold for Party A for such Valuation Date.

           

          “S&P
            Rating Threshold Event”
            means,
            on any date, no Relevant Entity has credit ratings from S&P which equal or
            exceed the S&P Approved Ratings Threshold.

           

          “S&P
            Required Ratings Downgrade Event”
            means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Required Ratings Threshold.

           

          “S&P
            Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the
            product of (A) the bid price obtained by the Valuation Agent for such
            Eligible
            Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
            set forth in paragraph 13(b)(ii).

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is (i) an interest rate swap in respect of which (x)
            the
            notional amount of the interest rate swap is “balance guaranteed” or (y) the
            notional amount of the interest rate swap for any Calculation Period
            otherwise
            is not a specific dollar amount that is fixed at the inception of the
            Transaction, (ii) an interest rate cap, (iii) an interest rate floor
            or (iv) an
            interest rate swaption.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the S&P Value, Moody’s First Trigger
            Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
            or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
            Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
            such Eligible Collateral or Posted Collateral, respectively, in each
            case as set
            forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related S&P Value, the related Moody’s
            First Trigger Value, and the related Moody’s Second Trigger Value.

           

          “Volatility
            Buffer”
            means,
            for any Transaction, the related percentage set forth in the following
            table.


           

          
            	
                    The
                      higher of the S&P credit rating of (i) Party A and (ii) the Credit
                      Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 30 years

                  
	
                    “A-2”
                      or higher

                  	
                    2.75%

                  	
                    3.25%

                  	
                    4.00%

                  	
                    4.75%

                  
	
                    “A-3”

                  	
                    3.25%

                  	
                    4.00%

                  	
                    5.00%

                  	
                    6.25%

                  
	
                    “BB+”
                      or
                      lower

                  	
                    3.50%

                  	
                    4.50%

                  	
                    6.75%

                  	
                    7.50%

                  


          

          


           

          


           

          


           

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            of this page intentionally left blank]

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Table
            1

           

          Moody’s
            First Trigger Factor

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.15%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    0.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    0.40%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    0.60%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    0.70%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    0.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    1.00%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    1.10%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    1.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    1.30%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    1.40%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    1.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    1.60%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    1.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    1.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    1.90%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    2.00%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    2.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    2.00%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    2.00%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    2.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    2.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    2.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    2.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    2.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    2.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    2.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    2.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    2.00%

                  
	
                    More
                      than 29

                  	
                    2.00%

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Table
            2

           

          Moody’s
            Second Trigger Factor for Interest Rate Swaps with Fixed Notional
            Amounts

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.50%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.00%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.50%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    1.90%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    2.40%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    2.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    3.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    3.60%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    4.00%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    4.40%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    4.70%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    5.00%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    5.40%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    5.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    6.00%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    6.30%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    6.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    6.90%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    7.20%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    7.50%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    7.80%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    8.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    8.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    8.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    8.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    8.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    8.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    8.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    8.00%

                  
	
                    More
                      than 29

                  	
                    8.00%

                  


          

          


           

          


           

          


           


          
            
              
                


                 

                


                 

              

              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          Table
            3

           

          Moody’s
            Second Trigger Factor for Transaction-Specific Hedges

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.65%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.90%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    2.50%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    3.10%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    3.60%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    4.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    4.70%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    5.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    5.70%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    6.10%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    6.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    7.00%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    7.40%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    7.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    8.20%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    8.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    9.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    9.40%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    9.70%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    10.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    10.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    10.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    10.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    10.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    10.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    10.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    10.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    10.00%

                  
	
                    More
                      than 29

                  	
                    10.00%

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           Schedule
            1

           

          Eligible
            Collateral

           

          
            	
                    Eligible
                      Collateral & Valuation Percentages

                    Moody’s
                      and S&P

                  
	 	 	
                    Valuation
                      Percentage

                  	
                    Valuation
                      Percentage

                  
	 	 	
                    Moody’s

                  	
                    S&P

                  
	 	
                    First
                      Trigger

                  	
                    Second
                      Trigger

                  	
                    Daily

                  
	
                    (A)

                  	
                    Cash

                  	
                    100

                  	
                    100

                  	
                    100

                  
	
                    (B)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of not more than one
                      year

                  	
                    100

                  	
                    100

                  	
                    98.5

                  
	
                    (C)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than one year but
                      not more than
                      ten years

                  	
                    100

                  	
                    94

                  	
                    89.9

                  
	
                    (D)

                  	
                    Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than ten years

                  	
                    100

                  	
                    87

                  	
                    83.9

                  
	
                    (E)

                  	
                    Agency
                      Securities:
                      negotiable debt obligations of the Federal National Mortgage
                      Association
                      (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal
                      Home Loan
                      Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee Valley
                      Authority
                      (TVA) (collectively, “Agency
                      Securities”)
                      issued after July 18, 1984 and having a remaining maturity
                      of not more
                      than 1 year.

                  	
                    100

                  	
                    99

                  	
                    98.5

                  
	
                    (F)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 1 year
                      but not more
                      than 2 years.

                  	
                    100

                  	
                    98

                  	
                    97.7

                  
	
                    (G)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 2 years
                      but not
                      more than 3 years.

                  	
                    100

                  	
                    97

                  	
                    97.3

                  
	
                    (H)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 3 years
                      but not
                      more than 5 years.

                  	
                    100

                  	
                    96

                  	
                    94.5

                  
	
                    (I)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 5 years
                      but not
                      more than 7 years.

                  	
                    100

                  	
                    94

                  	
                    93.1

                  
	
                    (J)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 7 years
                      but not
                      more than 10 years.

                  	
                    100

                  	
                    93

                  	
                    90.7

                  
	
                    (K)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 10 years
                      but not
                      more than 20 years.

                  	
                    100

                  	
                    88

                  	
                    87.7

                  
	
                    (L)

                  	
                    Agency
                      Securities having a remaining maturity of greater than 20 years
                      but not
                      more than 30 years.

                  	
                    100

                  	
                    86

                  	
                    84.4

                  


          

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

           

          


          
             

            
              	
                      HSBC
                        Bank USA, National Association

                    	 	
                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as Trustee
                        with respect to the Nomura Home Equity Loan, Inc., Home Equity
                        Loan Trust,
                        Series 2007-1

                    
	 	 	 	 	 
	 	 	 	 	 
	
                      By:

                    	/s/
                      Sandra Nicotra 	 	
                      By:

                    	/s/
                      Elena Zheng
	
                      Name:

                    	Sandra
                      Nicotra	 	
                      Name:

                    	Elena
                      Zheng
	
                      Title:

                    	Senior
                      Vice
                      President	 	
                      Title:

                    	Assistant
                      Vice
                      President
	
                      Date:

                    	 	 	
                      Date:

                    	 


            

            


          

          


           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        P

       

      INTEREST
        RATE SWAP AGREEMENTS

       

       

      

        


        

        HSBC
          Bank
          USA, National Association     

        452
          Fifth
          Avenue

        New
          York,
          NY 10018

        Fax:
          (212) 525-5517

        


        


        
          	
                  DATE:

                	
                  January
                    31, 2007

                
	 	 
	
                  TO:

                	
                  HSBC
                    Bank USA, National Association,
                    not in its individual capacity but solely in its capacity as
                    Supplemental
                    Interest Trust Trustee on behalf of the Supplemental Interest
                    Trust with
                    respect to the Nomura Home Equity Loan, Inc., Home Equity Loan
                    Trust,
                    Series 2007-1

                
	 	 
	
                  ATTENTION:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  452
                    5th
                    Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  FACSIMILE:

                	
                  212-525-1300

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	
                  ATTENTION:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-1

                
	
                  FACSIMILE:

                	
                  410-715-2380

                
	 	 
	
                  FROM:

                	
                  HSBC
                    Bank USA, National Association

                
	
                  FACSIMILE: 

                	
                  212-525-5517

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation 

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  453825HN

                


        

        


        The
          purpose of this long-form confirmation (“Confirmation”)
          is to
          confirm the terms and conditions of the current Transaction entered into
          on the
          Trade Date specified below (the “Transaction”)
          between
          HSBC Bank USA, National Association (“Party
          A”)
          and
          HSBC Bank USA, National Association, not individually, but solely as
          supplemental interest trust trustee (the “Supplemental Interest Trust Trustee”)
          on behalf of the supplemental interest trust with respect to the Nomura
          Home
          Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1 (the “Supplemental
          Interest Trust”)
          (“Party
          B”)
          created
          under the Pooling and Servicing Agreement, dated as of January 1, 2007,
          among
          Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
          Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
          Wells
          Fargo Bank, N.A., as master servicer (the “Master
          Servicer”)
          and
          securities administrator (the “Securities
          Administrator”),
          GMAC
          Mortgage, LLC as servicer (the “Servicer”)
          and
          HSBC Bank USA, National Association, not in its individual capacity, but
          solely
          as trustee (the “Trustee”) (the
          “Pooling
          and Servicing Agreement”). 
          This
          Confirmation evidences a complete and binding agreement between you and
          us to
          enter into the Transaction on the terms set forth below and replaces any
          previous agreement between us with respect to the subject matter hereof.
          This
          Confirmation constitutes a “Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 

        


        
          	1.  	
                  This
                    Confirmation shall supplement, form a part of, and be subject
                    to an
                    agreement in the form of the ISDA Master Agreement (Multicurrency
                    - Cross
                    Border) as published and copyrighted in 1992 by the International
                    Swaps
                    and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”),
                    as if Party A and Party B had executed an agreement in such form
                    on the
                    date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                    and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                    Subject
                    to New York Law Only version) as published and copyrighted in
                    1994 by the
                    International Swaps and Derivatives Association, Inc., with Paragraph
                    13
                    thereof as set forth in Annex A hereto (the “Credit
                    Support Annex”).
                    For the avoidance of doubt, the Transaction described herein
                    shall be the
                    sole Transaction governed by such ISDA Master Agreement. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof; (iii) the Credit Support
                    Annex;
                    (iv) the Definitions; and (v) the ISDA Master
                    Agreement.

                


        

        


        Each
          reference herein to a “Section” (unless specifically referencing the Pooling and
          Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
          a reference to a Section of the ISDA Master Agreement; each herein reference
          to
          a “Part” will be construed as a reference to the provisions herein deemed
          incorporated in a Schedule to the ISDA Master Agreement; each reference
          herein
          to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
          Support Annex.

        


        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period:

                
	 	 
	 	
                  The
                    Notional
                    Amount
                    as set forth in Schedule I, which
                    is attached hereto and incorporated by reference
                    into this Confirmation

                
	 	 
	
                  Trade
                    Date:

                	
                  January
                    25, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  December
                    25, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  January
                    25, 2012

                
	 	 
	
                  Additional
                    Fixed Amount:

                	
                  As
                    per side agreement

                
	 	 
	
                  Fixed
                    Amounts:

                	 
	 	 
	
                  Fixed
                    Amount Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month, commencing on January 25, 2008 and
                    ending on
                    the Termination Date, subject to adjustment in accordance with
                    the
                    Following Business Day Convention

                
	 	 
	
                  No
                    Adjustment to

                	 
	
                  Period
                    End Dates:

                	
                  Applicable

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment - One (1) Business Day preceding each Fixed Rate Payer
                    Period End
                    Date

                
	
                  Fixed
                    Rate:

                	
                  5.200000
                    %

                
	 	 
	
                  Fixed
                    Rate

                	 
	
                  Day
                    Count Fraction:

                	
                  30/360

                
	 	 
	 	 
	
                  Floating
                    Amounts:

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month, commencing on January 25, 2008 and
                    ending on
                    the Termination Date, subject to adjustment in accordance with
                    the
                    Following Business Day Convention

                
	 	 
	
                  Floating
                    Rate Payer

                	
                  Payment
                    Dates: Early Payment - One (1) Business Day preceding each Floating
                    Rate
                    Payer Period End Date

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	
                  Floating
                    Rate for Initial

                  Calculation
                    Period:\

                	
                  To
                    be determined

                
	
                  Spread:

                	
                  None

                
	
                  Floating
                    Rate Day

                  Count
                    Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days

                	
                  New
                    York

                
	 	 
	
                  Calculation
                    Agent:

                	
                  As
                    specified in the Agreement

                


        

         

        
          	
                  3.

                	
                  Provisions
                    Deemed Incorporated in a Schedule to the ISDA Master
                    Agreement:

                


        

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        For
          the
          purposes of this Agreement:-

        


        (a)         
           “Specified
          Entity”
          will not
          apply to Party A or Party B for any purpose. 

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction”
                    will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section 6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          	(i)  	
                  The
                    “Failure
                    to Pay or Deliver”
                    provisions of Section 5(a)(i) will apply to Party A and will
                    apply to
                    Party B; provided, however, that Section 5(a)(i) is hereby amended
                    by
                    replacing the word “third” with the word “first”; provided, further, that
                    notwithstanding anything to the contrary in Section 5(a)(i),
                    any failure
                    by Party A to comply with or perform any obligation to be complied
                    with or
                    performed by Party A under the Credit Support Annex shall not
                    constitute
                    an Event of Default under Section 5(a)(i) unless (A) a Required
                    Ratings
                    Downgrade Event has occurred and been continuing for 30 or more
                    Local
                    Business Days, and (B) such failure is not remedied on or before
                    the third
                    Local Business Day after notice of such failure is given to Party
                    A.

                


        

        


        
          	(ii)  	
                  The
                    “Breach
                    of Agreement”
                    provisions of Section 5(a)(ii) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(iii)  	
                  The
                    “Credit
                    Support Default”
                    provisions of Section 5(a)(iii) will apply to Party A and will
                    not apply
                    to Party B except that Section 5(a)(iii)(1) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex; provided, however, that notwithstanding anything
                    to the
                    contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                    with or
                    perform any obligation to be complied with or performed by Party
                    A under
                    the Credit Support Annex shall not constitute an Event of Default
                    under
                    Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                    has
                    occurred and been continuing for 30 or more Local Business Days,
                    and (B)
                    such failure is not remedied on or before the third Local Business
                    Day
                    after notice of such failure is given to Party
                    A.

                


        

        


        


        
          	(iv)  	
                  The
                    “Misrepresentation”
                    provisions of Section 5(a)(iv) will apply to Party A and will
                    not apply to
                    Party B. 

                


        

        


        
          	(v)  	
                  The
                    “Default
                    under Specified Transaction”
                    provisions of Section 5(a)(v) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(vi)  	
                  The
                    “Cross
                    Default”
                    provisions of Section 5(a)(vi) will apply to Party A and will
                    not apply to
                    Party B. For purposes of Section 5(a)(vi), solely with respect
                    to Party
                    A:

                


        

        


        “Specified
          Indebtedness” will have the meaning specified in Section 14 , except that such
          term shall not include obligations in respect of deposits received in the
          ordinary course of Party A’s banking business.

        


        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the Shareholders’ Equity of Party A (as set forth in Party A’s Call Report) or,
          if applicable, the Eligible Guarantor. 

        


        “Shareholders’
          Equity” means with respect to an entity, at any time, the sum (as shown in the
          most recent annual audited financial statements of such entity) of (i)
          its
          capital stock (including preferred stock) outstanding, taken at par value,
          (ii)
          its capital surplus and (iii) its retained earnings, minus (iv) treasury
          stock,
          each to be determined in accordance with generally accepted accounting
          principles.

        


        
          	(vii)  	
                  The
                    “Bankruptcy”
                    provisions of Section 5(a)(vii) will apply to Party A and will
                    apply to
                    Party B except that the provisions of Section 5(a)(vii)(2), (6)
                    (to the
                    extent that such provisions refer to any appointment contemplated
                    or
                    effected by the Pooling and Servicing Agreement or any appointment
                    to
                    which Party B has not become subject), (7) and (9) will not apply
                    to Party
                    B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                    is
                    hereby amended by adding after the words “against it” the words
                    “(excluding any proceeding or petition instituted or presented
                    by Party A
                    or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                    deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                    (4) as amended, (5), (6) as amended, or
                    (7)”.

                


        

        


        
          	(viii)  	
                  The
                    “Merger
                    Without Assumption”
                    provisions of Section 5(a)(viii) will apply to Party A and will
                    not apply
                    to Party B.

                


        

        


        (d)         
           Termination
          Events.

        


        The
          statement below that a Termination Event will apply to a specific party
          means
          that upon the occurrence of such a Termination Event, if such specific
          party is
          the Affected Party with respect to a Tax Event, the Burdened Party with
          respect
          to a Tax Event Upon Merger (except as noted below) or the non-Affected
          Party
          with respect to a Credit Event Upon Merger, as the case may be, such specific
          party shall have the right to designate an Early Termination Date in accordance
          with Section 6 of this Agreement; conversely, the statement below that
          such an
          event will not apply to a specific party means that such party shall not
          have
          such right; provided, however, with respect to “Illegality” the statement that
          such event will apply to a specific party means that upon the occurrence
          of such
          a Termination Event with respect to such party, either party shall have
          the
          right to designate an Early Termination Date in accordance with Section
          6 of
          this Agreement.

        


        (i)           
           The
          “Illegality”
          provisions of Section 5(b)(i) will apply to Party A and will apply to Party
          B.

        


        
          	 	
                  (ii)

                	
                  The
                    “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party A except that,
                    for
                    purposes of the application of Section 5(b)(ii) to Party A, Section
                    5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                    a taxing authority, or brought in a court of competent jurisdiction,
                    on or
                    after the date on which a Transaction is entered into (regardless
                    of
                    whether such action is taken or brought with respect to a party
                    to this
                    Agreement) or (y)”, and the “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party B.
                    

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    “Tax
                    Event Upon Merger”
                    provisions of Section 5(b)(iii) will apply to Party A and will
                    apply to
                    Party B, provided that Party A shall not be entitled to designate
                    an Early
                    Termination Date by reason of a Tax Event upon Merger in respect
                    of which
                    it is the Affected Party.

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    “Credit
                    Event Upon Merger”
                    provisions of Section 5(b)(iv) will not apply to Party A and
                    will not
                    apply to Party B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic
                    Early Termination”
                    provision of Section 6(a) will not apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        (f)         
            Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        
          	(i)  	
                  Market
                    Quotation will apply, provided, however, that, in the event of
                    a
                    Derivative Provider Trigger Event, the following provisions will
                    apply:

                


        

        


        
          	 	
                  (A)
                    

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the
                    following:

                


        

        


        “Market
          Quotation” means,
          with respect to one or more Terminated Transactions, a Firm Offer which
          is (1)
          made by a Reference Market-maker that is an Eligible Replacement, (2) for
          an
          amount that would be paid to Party B (expressed as a negative number) or
          by
          Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Reference Market-maker to enter into a Replacement
          Transaction, and (3) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date is to be included.
          

        


        
          	 	
                  (B)

                	
                  The
                    definition of Settlement Amount shall be deleted in its entirety
                    and
                    replaced with the following:

                


        

        


        “Settlement
          Amount”
          means,
          with respect to any Early Termination Date, an amount (as determined by
          Party B)
          equal to: 

        


        
          	 	
                  (a)

                	
                  If
                    a Market Quotation for the relevant Terminated Transaction or
                    group of
                    Terminated Transactions is accepted by Party B so as to become
                    legally
                    binding on or before the day falling ten Local Business Days
                    after the day
                    on which the Early Termination Date is designated, or such later
                    day as
                    Party B may specify in writing to Party A, but in either case
                    no later
                    than one Local Business Day prior to the Early Termination Date
                    (such day,
                    the “Latest Settlement Amount Determination Day”), the Termination
                    Currency Equivalent of the amount (whether positive or negative)
                    of such
                    Market Quotation; 

                


        

        


        
          	 	
                  (b)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    has been accepted by Party B so as to become legally binding
                    and one or
                    more Market Quotations from
                    Approved Replacements have
                    been made and remain capable of becoming legally binding upon
                    acceptance,
                    the Settlement Amount shall equal the Termination Currency Equivalent
                    of
                    the amount (whether positive or negative) of the lowest of such
                    Market
                    Quotations (for the avoidance of doubt, the lowest of such Market
                    Quotations shall be the lowest Market Quotation of
                    such Market Quotations
                    expressed as a positive number or, if any of such Market Quotations
                    is
                    expressed as a negative number, the Market Quotation expressed
                    as a
                    negative number with the largest absolute value);
                    or

                


        

        


        
          	 	
                  (c)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    is
                    accepted by Party B so as to become legally binding and no Market
                    Quotation from an Approved Replacement remains capable of becoming
                    legally
                    binding upon acceptance, the Settlement Amount shall equal Party
                    B’s Loss
                    (whether positive or negative and without reference to any Unpaid
                    Amounts)
                    for the relevant Terminated Transaction or group of Terminated
                    Transactions.

                


        

        


        
          	 	
                  (C)

                	
                  If
                    Party B requests Party A in writing to obtain Market Quotations,
                    Party A
                    shall use its reasonable efforts to do so before the Latest Settlement
                    Amount Determination Day.

                


        

        


        
          	 	
                  (D)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second
          Method and Market Quotation.
          If the
          Second Method and Market Quotation apply, (I) Party B shall pay to Party
          A an
          amount equal to the absolute value of the Settlement Amount in respect
          of the
          Terminated Transactions, (II) Party B shall pay to Party A the Termination
          Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
          A
          shall pay to Party B the Termination Currency Equivalent of the Unpaid
          Amounts
          owing to Party B; provided, however, that (x) the amounts payable under
          the
          immediately preceding clauses (II) and (III) shall be subject to netting
          in
          accordance with Section 2(c) of this Agreement and (y) notwithstanding
          any other
          provision of this Agreement, any amount payable by Party A under the immediately
          preceding clause (III) shall not be netted-off against any amount payable
          by
          Party B under the immediately preceding clause (I).”

         

        
          	 	
                  (E)

                	
                  At
                    any time on or before the Latest Settlement Amount Determination
                    Day at
                    which two or more Market Quotations from Approved Replacements
                    remain
                    capable of becoming legally binding upon acceptance, Party B
                    shall be
                    entitled to accept only the lowest of such Market Quotations
                    (for the
                    avoidance of doubt, the lowest of such Market Quotations shall
                    be the
                    lowest Market Quotation of such Market Quotations expressed as
                    a positive
                    number or, if any of such Market Quotations is expressed as a
                    negative
                    number, the Market Quotation expressed as a negative number with
                    the
                    largest absolute value).

                


        

        


        
          	(ii)  	
                  The
                    Second Method will apply.

                


        

        


        (g)        
           “Termination
          Currency”
          means
          USD.

        


        (h)           Additional
          Termination Events.
          Additional Termination Events will apply as provided in Part 5(c). 

        


        Part
          2.  Tax
          Matters.

        


        (a)          
           Tax
          Representations. 

        


        
          	 	
                  (i)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(e) of this Agreement:
                    

                


        

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        It
          is not
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, of any Relevant Jurisdiction to make any
          deduction or withholding for or on account of any Tax from any payment
          (other
          than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
          be made
          by it to the other party under this Agreement. In making this representation,
          it
          may rely on: (i) the accuracy of any representations made by the other
          party
          pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
          agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
          the
          accuracy and effectiveness of any document provided by the other party
          pursuant
          to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
          of
          the agreement of the other party contained in Section 4(d) of this Agreement,
          provided that it shall not be a breach of this representation where reliance
          is
          placed on clause (ii) and the other party does not deliver a form or document
          under Section 4(a)(iii) by reason of material prejudice to its legal or
          commercial position.

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None.

        


        (ii)        
            Payee
          Representations.
          For the
          purpose of Section 3(f) of this Agreement: 

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        Party
          A
          is a national banking association organized under the federal laws of the
          United
          States and its U.S. taxpayer identification number is 20-1177241. 

        
          	 	 	 


        

        (B)         
           Party
          B
          makes the following representation(s):

        


        None. 

        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Gross
                    Up.
                    Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                    2(d)(ii)
                    shall not apply to Party B as Y, in each case such that Party
                    B shall not
                    be required to pay any additional amounts referred to
                    therein.

                


        

        


        
          	 	
                  (ii)

                	
                  Indemnifiable
                    Tax.
                    The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                    entirety and replaced with the
                    following:

                


        

        


        “Indemnifiable
          Tax”
          means,
          in relation to payments by Party A, any Tax and, in relation to payments
          by
          Party B, no Tax. 

        


         Part
          3.  Agreement
          to Deliver Documents.  

        


        (a) For
          the
          purpose of Section 4(a)(i), tax forms, documents, or certificates to be
          delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                
	
                  Party
                    A

                	
                  A
                    correct, complete and duly executed U.S. Internal Revenue Service
                    Form W-9
                    or other applicable form (or successor thereto), together with
                    appropriate
                    attachments, that eliminates U.S. federal withholding and backup
                    withholding Tax on payments to Party A under this
                    Agreement.

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party B, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered form
                    becoming inaccurate or incorrect

                
	 	 	 	 
	
                  Party
                    B

                	
                  Party
                    B will deliver at closing a correct, complete and duly executed
                    U.S.
                    Internal Revenue Service Form W-9 or other applicable form (or
                    successor
                    thereto), together with appropriate attachments, and may deliver
                    other
                    tax forms
                    relating to the beneficial owner of payments to Party B under
                    this
                    Agreement from time to time 

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party A, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered form
                    becoming inaccurate or incorrect

                


        

        


        


        (b) For
          the
          purpose of Section 4(a)(ii), other documents to be delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Financial Statements as set forth in Party A’s Call Report containing
                    consolidated financial statements certified by independent certified
                    public accountants and prepared in accordance with generally
                    accepted
                    accounting principles in the country in which Party A is
                    organized

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Quarterly
                    Financial Statements as set forth in Party A’s Call Report containing
                    unaudited, consolidated financial statements of Party A’s fiscal quarter
                    prepared in accordance with generally accepted accounting principles
                    in
                    the country in which Party A is organized

                	 	
                  Promptly
                    upon request made by Party B

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  An
                    opinion of counsel to Party A satisfactory in form and substance
                    to Party
                    B

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                


        

        


        Part
          4. Miscellaneous. 

        


        
          	
                  (a)

                	
                  Address
                    for Notices:
                    For the purposes of Section 12(a) of this
                    Agreement:

                


        

        


        Address
          for notices or communications to Party A:

        


        
          	
                  Address:
                    

                	
                  452
                    Fifth Avenue, New York, NY 10018

                
	
                  Attention:

                	
                  Christian
                    McGreevy

                
	
                  Facsimile:

                	
                  212-525-8710

                
	
                  Telephone:
                    

                	
                  212-525-5517

                


        

        


         

        Please
          direct all settlement inquiries to:

         

        


        HSBC
          Bank USA, National Association

        Derivative
          Settlements

        
          	
                  Attention:

                	
                  Jeffrey
                    Lombino

                
	
                  Telephone:

                	
                  (212)
                    525-5393

                
	
                  Fax:

                	
                  (212)
                    525-6903

                


        

        


        (For
          all
          purposes)

        


        Address
          for notices or communications to Party B:

        


        
          	
                  Attention:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  452
                    5th
                    Ave.

                
	 	
                  New
                    York, NY 10018

                
	
                  Facsimile:

                	
                  212-525-1300

                
	 	 
	
                  with
                    a copy to:

                	 
	 	 
	
                  Attention:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  9062
                    Old Annapolis Road

                
	 	
                  Columbia,
                    MD 21045

                
	 	
                  Attn:
                    Client Manager, NHEL 2007-1

                
	
                  Facsimile:

                	
                  410-715-2380

                
	 	 
	 	 
	
                  (For
                    all purposes)

                


        

        


        (b)         
           Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Not applicable.

        


        Party
          B
          appoints as its Process Agent: Not applicable.

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this Agreement;
                    neither
                    Party A nor Party B has any Offices other than as set forth in
                    the Notices
                    Section and Party A agrees that, for purposes of Section 6(b)
                    of this
                    Agreement, it shall not in the future have any Office other than
                    one in
                    the United States.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A
          is not a Multibranch Party.

        


        
          	 	
                  Party
                    B is not a Multibranch Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A; provided, however, that if
                    an Event of
                    Default shall have occurred with respect to Party A, Party B
                    shall have
                    the right to appoint as Calculation Agent a third party, reasonably
                    acceptable to Party A, the cost for which shall be borne by Party
                    A.

                


        

         

        (f) Credit
          Support Document. 

         

        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex, solely in respect of Party B’s obligations under
                    Paragraph 3(b) of the Credit Support
                    Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.
                    The parties to this Agreement hereby agree that the law of the
                    State of
                    New York shall govern their rights and duties in whole, without
                    regard to
                    the conflict of law provisions thereof other than New York General
                    Obligations Law Sections 5-1401 and 5-1402.


                


        

        


        
          	
                  (i)

                	
                  Netting
                    of Payments.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

        


        
          	
                  (j)

                	
                  Affiliate.“Affiliate”
                    shall have the meaning assigned thereto in Section 14; provided,
                    however,
                    that Party A and Party B shall be deemed to have no Affiliates
                    for
                    purposes of this Agreement, including for purposes of Section
                    6(b)(ii).

                


        

        Part
          5.  Others
          Provisions.

        


        
          	
                  (a)

                	
                  Definitions.
                    Unless
                    otherwise specified in a Confirmation, this Agreement and each
                    Transaction
                    under this Agreement are subject to the 2000 ISDA Definitions
                    as published
                    and copyrighted in 2000 by the International Swaps and Derivatives
                    Association, Inc. (the “Definitions”),
                    and will be governed in all relevant respects by the provisions
                    set forth
                    in the Definitions, without regard to any amendment to the Definitions
                    subsequent to the date hereof. The provisions of the Definitions
                    are
                    hereby incorporated by reference in and shall be deemed a part
                    of this
                    Agreement, except that (i) references in the Definitions to a
“Swap
                    Transaction” shall be deemed references to a “Transaction” for purposes of
                    this Agreement, and (ii) references to a “Transaction” in this Agreement
                    shall be deemed references to a “Swap Transaction” for purposes of the
                    Definitions. Each term
                    capitalized but not defined in this Agreement shall have the
                    meaning
                    assigned thereto in the Pooling and Servicing
                    Agreement.

                


        

         

        (b)         
           Amendments
          to ISDA Master Agreement.

        


        
          	 	
                  (i)

                	
                  Single
                    Agreement.
                    Section 1(c) is hereby amended by the adding the words “including, for the
                    avoidance of doubt, the Credit Support Annex” after the words “Master
                    Agreement”. 

                


        

        


        (ii)         
           Conditions
          Precedent. Section
          2(a)(iii) is hereby amended by adding the following at the end thereof:
          

        


        Notwithstanding
          anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
          with
          respect to Party B or Potential Event of Default with respect to Party
          B has
          occurred and been continuing for more than 30 Local Business Days and no
          Early
          Termination Date in respect of the Affected Transactions has occurred or
          been
          effectively designated by Party A, the obligations of Party A under Section
          2(a)(i) shall cease to be subject to the condition precedent set forth
          in
          Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
          of
          Default or such Potential Event of Default (the “Specific
          Event”);
          provided, however, for the avoidance of doubt, the obligations of Party
          A under
          Section 2(a)(i) shall be subject to the condition precedent set forth in
          Section
          2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
          occurrence of the same Event of Default with respect to Party B or Potential
          Event of Default with respect to Party B after the Specific Event has ceased
          to
          be continuing and with respect to any occurrence of any other Event of
          Default
          with respect to Party B or Potential Event of Default with respect to Party
          B
          that occurs subsequent to the Specific Event. 

        


        
          	 	
                  (iii)

                	
                  Change
                    of Account.
                    Section 2(b) is hereby amended by the addition of the following
                    after the
                    word “delivery” in the first line
                    thereof:

                


        

         

        “to
          another account in the same legal and tax jurisdiction as the original
          account”.

        


        
          	 	
                  (iv)

                	
                  Representations.
                    Section 3 is hereby amended by adding at the end thereof the
                    following
                    subsection (g): 

                


        

         

        
          	 	
                  “(g)

                	
                  Relationship
                    Between Parties. 

                


        

        


        
          	 	
                  (1)

                	
                  Nonreliance.
                    (i) It is not relying on any statement or representation of the
                    other
                    party regarding the Transaction (whether written or oral), other
                    than the
                    representations expressly made in this Agreement or the Confirmation
                    in
                    respect of that Transaction and (ii) it has consulted with its
                    own legal,
                    regulatory, tax, business, investment, financial and accounting
                    advisors
                    to the extent it has deemed necessary, and it has made its own
                    investment,
                    hedging and trading decisions based upon its own judgment and
                    upon any
                    advice from such advisors as it has deemed necessary and not
                    upon any view
                    expressed by the other party.

                


        

         

        
          	 	
                  (2)

                	
                  Evaluation
                    and Understanding. (i) It has the capacity to evaluate (internally
                    or
                    through independent professional advice) the Transaction and
                    has made its
                    own decision to enter into the Transaction and (ii) It understands
                    the
                    terms, conditions and risks of the Transaction and is willing
                    and able to
                    accept those terms and conditions and to assume those risks,
                    financially
                    and otherwise. 

                


        

        


        
          	 	
                  (3)

                	
                  Purpose.
                    It is entering into the Transaction for the purposes of managing
                    its
                    borrowings or investments, hedging its underlying assets or liabilities
                    or
                    in connection with a line of business.


                


        

        


        
          	 	
                  (4)

                	
                  Status
                    of Parties. The other party is not acting as an agent, fiduciary
                    or
                    advisor for it in respect of the Transaction.


                


        

        


        
          	 	
                  (5)

                	
                  Eligible
                    Contract Participant. It is an “eligible swap participant” as such term is
                    defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
                    35)
                    promulgated under, and an “eligible contract participant” as defined in
                    Section 1(a)(12) of the Commodity Exchange Act, as
                    amended.”

                


        

        


        
          	 	
                  (v)

                	
                  Transfer
                    to Avoid Termination Event.
                    Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                    Event Upon Merger occurs and the Burdened Party is the Affected
                    Party,”
                    and (ii) by deleting the words “to transfer” and inserting the words “to
                    effect a Permitted Transfer” in lieu
                    thereof.

                


        

        


        
          	 	
                  (vi)

                	
                  Jurisdiction.
                    Section
                    13(b) is hereby amended by: (i) deleting in the second line of
                    subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                    end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                    deleting the final paragraph
                    thereof.

                


        

        


        
          	 	
                  (vii)

                	
                  Local
                    Business Day.
                    The definition of Local Business Day in Section 14 is hereby
                    amended by
                    the addition of the words “or any Credit Support Document” after “Section
                    2(a)(i)” and the addition of the words “or Credit Support Document” after
                    “Confirmation”. 

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.
                    The following Additional Termination Events will
                    apply:

                


        

        


        
          	(i)          
                   	
                  First
                    Rating Trigger Collateral.
                    If
                    (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    Party
                    A has failed to comply with or perform any obligation to be complied
                    with
                    or performed by Party A in accordance with the Credit Support
                    Annex, then
                    an Additional Termination Event shall have occurred with respect
                    to Party
                    A and Party A shall be the sole Affected Party with respect to
                    such
                    Additional Termination Event. 

                


        

        


        
          	(ii)        
                    	
                  Second
                    Rating Trigger Replacement.
                    If
                    (A) a Required Ratings Downgrade Event has occurred and been
                    continuing
                    for 30 or more Local Business Days and (B) (i) at least one Eligible
                    Replacement has made a Firm Offer to be the transferee of all
                    of Party A’s
                    rights and obligations under this Agreement (and such Firm Offer
                    remains
                    an offer that will become legally binding upon such Eligible
                    Replacement
                    upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                    has made
                    a Firm Offer to provide an Eligible Guarantee (and such Firm
                    Offer remains
                    an offer that will become legally binding upon such Eligible
                    Guarantor
                    immediately upon acceptance by the offeree), then an Additional
                    Termination Event shall have occurred with respect to Party A
                    and Party A
                    shall be the sole Affected Party with respect to such Additional
                    Termination Event. 

                


        

        


        
          	 	
                  (iii)

                	
                  Optional
                    Termination of Securitization.
                    An
                    Additional Termination Event shall occur upon the notice to
                    Certificateholders of an Optional Termination becoming unrescindable
                    in
                    accordance with Article X of the Pooling and Servicing Agreement
                    (such
                    notice, the “Optional
                    Termination Notice”).
                    With respect to such Additional Termination Event: (A) Party
                    B shall be
                    the sole Affected Party; (B) notwithstanding anything to the
                    contrary in
                    Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                    specified
                    in the Optional Termination Notice is hereby designated as the
                    Early
                    Termination Date for this Additional Termination Event in respect
                    of all
                    Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
                    applicable to
                    any Affected Transaction in
                    connection with the Early Termination Date resulting from this
                    Additional
                    Termination Event; notwithstanding anything to the contrary in
                    Section
                    6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                    2(e) in
                    respect of the Terminated Transactions resulting from this Additional
                    Termination Event will be required to be made through and including
                    the
                    Early Termination Date designated
                    as a result of this Additional Termination Event; provided, for
                    the
                    avoidance of doubt, that any such payments or deliveries that
                    are made on
                    or prior to such Early Termination Date will not be treated as
                    Unpaid
                    Amounts in determining the amount payable in respect of such
                    Early
                    Termination Date; (D) notwithstanding anything to the contrary
                    in Section
                    6(d)(i), (I) if, on the day that is four Business Days prior
                    to the final
                    Distribution Date specified in the Optional Termination Notice,
                    no later
                    than 4:00 pm New York City time the Trustee requests the amount
                    of the
                    Estimated Swap Termination Payment, Party A shall provide to
                    the Trustee
                    in writing (which may be done in electronic format) the amount
                    of the
                    Estimated Swap Termination Payment no later than 2:00 pm New
                    York City
                    time on the following Business Day and (II) if the Trustee provides
                    written notice (which may be done in electronic format) to Party
                    A no
                    later than two Business Days prior to the final Distribution
                    Date
                    specified in the Optional Termination Notice that all requirements
                    of the
                    Optional Termination have been met, then Party A shall, no later
                    than one
                    Business Day prior to the final Distribution Date specified in
                    the
                    Optional Termination Notice, make the calculations contemplated
                    by Section
                    6(e) of the ISDA Master Agreement (as amended herein) and provide
                    to the
                    Trustee in writing (which may be done in electronic format) the
                    amount
                    payable by either Party B or Party A in respect of the related
                    Early
                    Termination Date in
                    connection with this Additional Termination Event; provided,
                    however, that
                    the amount payable by Party B, if any, in respect of the related
                    Early
                    Termination Date shall be the lesser of (x) the amount calculated
                    to be
                    due by Party B pursuant to Section 6(e) and (y) the Estimated
                    Swap
                    Termination Payment; and (E) notwithstanding anything to the
                    contrary in
                    this Agreement, any amount due from Party B to Party A in respect
                    of this
                    Additional Termination Event will be payable on the final Distribution
                    Date specified in the Optional Termination Notice and any amount
                    due from
                    Party A to Party B in respect of this Additional Termination
                    Event will be
                    payable one Business Day prior to the final Distribution Date
                    specified in
                    the Optional Termination Notice. 

                


        

        


        The
          Trustee shall be an express third party beneficiary of this Agreement as
          if a
          party hereto to the extent of the Trustee’s rights specified herein.


        


        
          	 	
                  (iv)

                	
                  Amendment
                    of Pooling and Servicing Agreement.
                    If, without the prior written consent of Party A where such consent
                    is
                    required under the Pooling and Servicing Agreement (such consent
                    not to be
                    unreasonably withheld), an amendment is made to the Pooling and
                    Servicing
                    Agreement (excluding, for the avoidance of doubt, any amendment
                    to the
                    Pooling and Servicing Agreement that is entered into solely for
                    the
                    purpose of appointing a successor servicer, master servicer,
                    securities
                    administrator, trustee or other service provider), an Additional
                    Termination Event shall have occurred with respect to Party B
                    and Party B
                    shall be the sole Affected Party with respect to such Additional
                    Termination Event. 

                


        

        


        
          	 	
                  (v)

                	
                  Information
                    Required by Regulation AB. If
                    Party A fails to comply with the provisions of Part 5(e) upon
                    the
                    occurrence of a Swap Disclosure Event, then an Additional Termination
                    Event shall have occurred with respect to Party A and Party A
                    shall be the
                    sole Affected Party with respect to such Additional Termination
                    Event.

                


        

        


        


        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event.
                    In
                    the event that no Relevant Entity has credit ratings at least
                    equal to the
                    Required Ratings Threshold (such event, a “Required
                    Ratings Downgrade Event”),
                    then Party A shall, as soon as reasonably practicable and so
                    long as a
                    Required Ratings Downgrade Event is in effect, at its own expense,
                    using
                    commercially reasonable efforts, procure either (A) a Permitted
                    Transfer
                    or (B) an Eligible Guarantee. 

                


        

        


        
          	
                  (e)
                    

                	
                  Compliance
                    with Regulation AB. (i)
                    For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
                    Securities
                    (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                    under the Securities Act of 1933, as amended, and the Securities
                    Exchange
                    Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                    by the Securities and Exchange Commission and its staff, if the
                    Depositor
                    or Party B makes a determination, acting reasonably and in good
                    faith,
                    that (x) the applicable “significance percentage” with respect to this
                    Agreement has been reached, and (y) it has a reporting obligation
                    under
                    the Exchange Act (a “Swap Disclosure Event”), then Party A shall (or shall
                    cause its Credit Support Provider to), within ten (10) calendar
                    days after
                    notice to that effect, at its sole expense, take one of the following
                    actions (each subject to satisfaction of the Rating Agency Condition):
                    (1)
                    provide (including, if permitted by Regulation AB, provision
                    by reference
                    to reports filed pursuant to the Exchange Act or otherwise publicly
                    available information): (A) the financial data required by Item
                    301 of
                    Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B)
                    financial statements meeting the requirements of Regulation S-X
                    (17 C.F.R.
                    §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                    and
                    Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
                    210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial
                    information as may at the time be required or permitted to be
                    provided in
                    satisfaction of the requirements of Item 1115(b), together with
                    accountants consents and/or a procedure letter relating thereto;
                    or (2)
                    secure an Approved Replacement that is able to comply with the
                    requirements of Item 1115(b) of Regulation AB to replace Party
                    A as party
                    to this Agreement, on substantially similar terms, the debt rating
                    of
                    which entity (or credit support provider therefor) meets or exceeds
                    the
                    applicable requirements of the applicable Rating
                    Agencies.

                


        

        


        (ii)
          For
          so long as the aggregate significance percentage is 10% or more, Party
          A shall
          (or shall cause its Credit Support Provider to) provide any updates to
          the
          information provided pursuant to clause (i)(1) above to the Depositor within
          five (5) Business Days following availability thereof (but in no event more
          than
          45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
          for any half-year update, and in no event more than 90 days after the end
          of
          each of Party A’s Credit Support Provider’s fiscal year for any annual
          update).

        


        (iii)
          All
          information provided pursuant to clauses (i)(1) and (ii) above (all such
          information, “Swap Financial Disclosure”) shall be in a form suitable for
          conversion to the format required for filing by the Depositor with the
          Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
          In
          addition, any such information, if audited, shall be accompanied by any
          necessary auditor’s consents or, if such information is unaudited, shall be
          accompanied by an appropriate agreed-upon procedures letter from Party
          A’s
          accountants. If permitted by Regulation AB, any such information may be
          provided
          by reference to or incorporation by reference from reports filed pursuant
          to the
          Exchange Act.

        


        (iv)
          Party A agrees that, in the event that Party A provides Swap Financial
          Disclosure to Depositor in accordance with paragraph (iii) above or causes
          its
          Credit Support Provider to provide Swap Financial Disclosure to Depositor
          in
          accordance with paragraph (iii) above, it will indemnify and hold harmless
          Depositor, its respective directors or officers and any person controlling
          Depositor, from and against any and all losses, claims, damages and liabilities
          (any “Damage”) caused by any untrue statement or alleged untrue statement of a
          material fact contained in such Swap Financial Disclosure or caused by
          any
          omission or alleged omission to state in such Swap Financial Disclosure
          a
          material fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading; provided, however that the foregoing shall not apply to any
          Damage
          caused by the negligence or any willful action of Depositor or any other
          party
          (other than Party A or any of its affiliates or any of their respective
          agents),
          including without limitation any failure to calculate the Significance
          Percentage according to the terms of this Agreement or to make any filing
          as and
          when required under Regulation AB.

        


        (v)
          Third
          Party Beneficiary. The Depositor shall be an express third party beneficiary
          of
          this Agreement as if a party hereto to the extent of the Depositor’s rights
          explicitly specified in this Part 5(e).

        


         

        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)           
           Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          or the succeeding sentence, neither Party A nor Party B is permitted to
          assign,
          novate or transfer (whether by way of security or otherwise) as a whole
          or in
          part any of its rights, obligations or interests under the Agreement or
          any
          Transaction unless (a) the prior written consent of the other party is
          obtained,
          and (b) the Rating Agency Condition has been satisfied with respect to
          S&P.
          At any time at which no Relevant Entity has credit ratings at least equal
          to the
          Approved Ratings Threshold, Party A may make a Permitted Transfer.”


         

        
          	 	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, take any reasonable steps
                    required to be taken by Party B to effect such transfer.
                    

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.
                    Party A acknowledges and agree that, notwithstanding any provision
                    in this
                    Agreement to the contrary, the obligations of Party B hereunder
                    are
                    limited recourse obligations of Party B, payable solely , in
                    accordance
                    with the priority of payments and other terms of the Pooling
                    and Servicing
                    Agreement and that Party A will not have any recourse to any
                    of the
                    directors, officers, employees, shareholders or affiliates of
                    the Party B
                    with respect to any claims, losses, damages, liabilities, indemnities
                    or
                    other obligations in connection with any transactions contemplated
                    hereby.
                    This provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  Timing
                    of Payments
                    by Party B upon Early Termination.
                    Notwithstanding anything to the contrary in Section 6(d)(ii),
                    to the
                    extent that all or a portion (in either case, the “Unfunded Amount”) of
                    any amount that is calculated as being due in respect of any
                    Early
                    Termination Date under Section 6(e) from Party B to Party A will
                    be paid
                    by Party B from amounts other than any upfront payment paid to
                    Party B by
                    an Eligible Replacement that has entered a Replacement Transaction
                    with
                    Party B, then such Unfunded Amount shall be due on the Distribution
                    Date
                    immediately following the date on which the payment would have
                    been
                    payable as determined in accordance with Section 6(d)(ii), and
                    on any
                    subsequent Distribution Dates until paid in full (or if such
                    Early
                    Termination Date is the final Distribution Date, on such final
                    Distribution Date); provided, however, that if the date on which
                    the
                    payment would have been payable as determined in accordance with
                    Section
                    6(d)(ii) is a Distribution Date, such payment will be payable
                    on such
                    Distribution Date.

                


        

        


        
          	
                  (i)

                	
                  Rating
                    Agency Notifications. Notwithstanding
                    any other provision of this Agreement, no Early Termination Date
                    shall be
                    effectively designated hereunder by Party B and no transfer of
                    any rights
                    or obligations under this Agreement shall be made by either party
                    unless
                    each Swap Rating Agency has been given prior written notice of
                    such
                    designation or transfer. 

                


        

        


        
          	
                  (j)

                	
                  No
                    Set-off.
                    Except as expressly provided for in Section 2(c), Section 6 or
                    Part
                    1(f)(i)(D) hereof, and notwithstanding any other provision of
                    this
                    Agreement or any other existing or future agreement, each party
                    irrevocably waives any and all rights it may have to set off,
                    net, recoup
                    or otherwise withhold or suspend or condition payment or performance
                    of
                    any obligation between it and the other party hereunder against
                    any
                    obligation between it and the other party under any other agreements.
                    Section 6(e) shall be amended by deleting the following sentence:
“The
                    amount, if any, payable in respect of an Early Termination Date
                    and
                    determined pursuant to this Section will be subject to any
                    Set-off.”

                


        

         

        
          	
                  (k)

                	
                  Amendment.
                    Notwithstanding any provision to the contrary in this Agreement,
                    no
                    amendment of either this Agreement or any Transaction under this
                    Agreement
                    shall be permitted by either party unless each of the Cap Agencies
                    has
                    been provided prior written notice of the same and such amendment
                    satisfies the Rating Agency Condition with respect to
                    S&P.

                


        

        


        
          	
                  (l)

                	
                  Notice
                    of Certain Events or Circumstances.
                    Each Party agrees, upon learning of the occurrence or existence
                    of any
                    event or condition that constitutes (or that with the giving
                    of notice or
                    passage of time or both would constitute) an Event of Default
                    or
                    Termination Event with respect to such party, promptly to give
                    the other
                    Party and to each Cap Rating Agency notice of such event or condition;
                    provided that failure to provide notice of such event or condition
                    pursuant to this Part 5(l) shall not constitute an Event of Default
                    or a
                    Termination Event.

                


        

         

        (m)        
           Proceedings.
          No
          Relevant Entity shall institute against, or cause any other person to institute
          against, or join any other person in instituting against Party B, the
          Supplemental Interest Trust, or the trust formed pursuant to the Pooling
          and
          Servicing Agreement, any bankruptcy, reorganization, arrangement, insolvency
          or
          liquidation proceedings or other proceedings under any federal or state
          bankruptcy or similar law for a period of one year (or, if longer, the
          applicable preference period) and one day following payment in full of
          the
          Certificates and any Notes. This provision will survive the termination
          of this
          Agreement. 

        


        
          	
                  (n)

                	
                  Supplemental
                    Interest Trust Trustee Limitation of Liability. It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed and delivered by HSBC Bank USA, National
                    Association, not individually or personally but solely as the
                    Supplemental
                    Interest Trust Trustee, in the exercise of the powers and authority
                    conferred and vested in it under the Pooling and Servicing Agreement,
                    (b)
                    the representations, warranties, covenants, undertakings and
                    agreements
                    herein made on the part of the Supplemental Interest Trust are
                    made and
                    intended not as personal representations, undertakings and agreements
                    by
                    HSBC Bank USA, National Association but are made and intended
                    for the
                    purpose of binding only the Supplemental Interest Trust, (c)
                    nothing
                    herein contained shall be construed as creating any liability
                    on HSBC Bank
                    USA, National Association, individually or personally, to perform
                    any
                    covenant either expressed or implied contained herein, all such
                    liability,
                    if any, being expressly waived by the parties who are signatories
                    to this
                    Agreement and by any person claiming by, through or under such
                    parties and
                    (d) under no circumstances shall HSBC Bank USA, National Association
                    be
                    personally liable for the payment of any indemnity, indebtedness,
                    fees or
                    expenses of the Supplemental Interest Trust or be liable for
                    the breach or
                    failure of any obligation, representation, warranty or covenant
                    made or
                    undertaken by the Supplemental Interest Trust under this
                    Agreement.

                


        

        


        
          	
                  (o)

                	
                  Severability.
                    If
                    any term, provision, covenant, or condition of this Agreement,
                    or the
                    application thereof to any party or circumstance, shall be held
                    to be
                    invalid or unenforceable (in whole or in part) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable. 

                


        

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition. 

        


        
          	
                  (p)

                	
                  Party
                    A acknowledges that the Supplemental Interest Trust Trustee and
                    the
                    Securities Administrator have been appointed as agents under
                    the Pooling
                    and Servicing Agreement to carry out certain functions on behalf
                    of Party
                    B, and that the Supplemental Interest Trust Trustee and the Securities
                    Administrator shall be entitled to give notices and to perform
                    and satisfy
                    the obligations of Party B hereunder on behalf of Party
                    B.

                


        

         

        
          	
                  (q)

                	
                  Escrow
                    Payments.
                    If
                    (whether by reason of the time difference between the cities
                    in which
                    payments are to be made or otherwise) it is not possible for
                    simultaneous
                    payments to be made on any date on which both parties are required
                    to make
                    payments hereunder, either Party may at its option and in its
                    sole
                    discretion notify the other Party that payments on that date
                    are to be
                    made in escrow. In this case deposit of the payment due earlier
                    on that
                    date shall be made by 2:00 pm (local time at the place for the
                    earlier
                    payment) on that date with an escrow agent selected by the notifying
                    party, accompanied by irrevocable payment instructions (i) to
                    release the
                    deposited payment to the intended recipient upon receipt by the
                    escrow
                    agent of the required deposit of any corresponding payment payable
                    by the
                    other party on the same date accompanied by irrevocable payment
                    instructions to the same effect or (ii) if the required deposit
                    of the
                    corresponding payment is not made on that same date, to return
                    the payment
                    deposited to the party that paid it into escrow. The party that
                    elects to
                    have payments made in escrow shall pay all costs of the escrow
                    arrangements.

                


        

         

        
          	
                  (r)

                	
                  Consent
                    to Recording.
                    Each party hereto consents to the monitoring or recording, at
                    any time and
                    from time to time, by the other party of any and all communications
                    between trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

        


        
          	
                  (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any in respect of any suit, action or proceeding relating to
                    this
                    Agreement or any Credit Support Document.


                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency -
                    Crossborder) as published and copyrighted in 1992 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.
                    Party A hereby agrees that, unless notified in writing by Party
                    B of other
                    payment instructions, any and all amounts payable by Party A
                    to Party B
                    under this Agreement shall be paid to the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  Additional
                    representations.

                


        

        


        
          	 	
                  (i)

                	
                  Representations
                    of Party A.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    each Transaction that:--

                


        

         

        
          	 	
                  (1)

                	
                  Party
                    A’s obligations under this Agreement rank pari passu with all of
                    Party A’s
                    other unsecured, unsubordinated obligations except those obligations
                    preferred by operation of law.

                


        

        


        
          	 	
                  (2)

                	
                  Party
                    A is a bank subject to the requirements of 12 U.S.C. § 1823(e), its
                    execution, delivery and performance of this Agreement (including
                    the
                    Credit Support Annex and each Confirmation) have been approved
                    by its
                    board of directors or its loan committee, such approval is reflected
                    in
                    the minutes of said board of directors or loan committee, and
                    this
                    Agreement (including the Credit Support Annex and each Confirmation)
                    will
                    be maintained as one of its official records continuously from
                    the time of
                    its execution (or in the case of any Confirmation, continuously
                    until such
                    time as the relevant Transaction matures and the obligations
                    therefor are
                    satisfied in full).

                


        

        


        
          	 	
                  (ii)

                	
                  Capacity.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    this Agreement that it is entering into the Agreement and the
                    Transaction
                    as principal and not as agent of any person. Party B represents
                    to Party A
                    on the date on which Party B enters into this Agreement that
                    it is
                    entering into the Agreement and the Transaction in its capacity
                    as
                    Supplemental Interest Trust
                    Trustee.

                


        

         

        
          	
                  (w)

                	
                  Acknowledgements.

                


        

        


        
          	 	
                  (ii)

                	
                  Bankruptcy
                    Code.
                    Subject to Part 5(m), without limiting the applicability if any,
                    of any
                    other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                    Code”) (including without limitation Sections 362, 546, 556, and 560
                    thereof and the applicable definitions in Section 101 thereof),
                    the
                    parties acknowledge and agree that all Transactions entered into
                    hereunder
                    will constitute “forward contracts” or “swap agreements” as defined in
                    Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                    Section 761 of the Bankruptcy Code, that the rights of the parties
                    under
                    Section 6 of this Agreement will constitute contractual rights
                    to
                    liquidate Transactions, that any margin or collateral provided
                    under any
                    margin, collateral, security, pledge, or similar agreement related
                    hereto
                    will constitute a “margin payment” as defined in Section 101 of the
                    Bankruptcy Code, and that the parties are entities entitled to
                    the rights
                    under, and protections afforded by, Sections 362, 546, 556, and
                    560 of the
                    Bankruptcy Code.

                


        

         

        
          	
                  (x)

                	
                  [Reserved]

                


        

         

        (y)         
           Third
          Party Beneficiary.
          Wells
          Fargo Bank, N.A. is a third party beneficiary of this agreement and is
          entitled
          to the rights and benefits hereunder and may enforce the provisions hereof
          as if
          were a party hereto.

         

        (z)          
           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
          Ratings Threshold.

        


        “Approved
          Replacement” means,
          with respect to a Market Quotation, an entity making such Market Quotation,
          which entity would satisfy conditions (a), (b), (c) and (d) of the definition
          of
          Permitted Transfer (as determined by Party B in its sole discretion, acting
          in a
          commercially reasonable manner) if such entity were a Transferee, as defined
          in
          the definition of Permitted Transfer.

        


        “Derivative
          Provider Trigger Event”
          means
          (i) an Event of Default with respect to which Party A is a Defaulting Party,
          (ii) a Termination Event with respect to which Party A is the sole Affected
          Party or (iii) an Additional Termination Event with respect to which Party
          A is
          the sole Affected Party.

        


        “Eligible
          Guarantee”
          means an
          unconditional and irrevocable guarantee of all present and future obligations
          (for the avoidance of doubt, not limited to payment obligations) of Party
          A or
          an Eligible Replacement to Party B under this Agreement that is provided
          by an
          Eligible Guarantor as principal debtor rather than surety and that is directly
          enforceable by Party B, the form and substance of which guarantee are subject
          to
          the Rating Agency Condition with respect to S&P, and either (A) a law firm
          has given a legal opinion confirming that none of the guarantor’s payments to
          Party B under such guarantee will be subject to Tax
          collected by withholding or
          (B)
          such guarantee provides that, in the event that any of such guarantor’s payments
          to Party B are subject to Tax collected by withholding, such guarantor
          is
          required to pay such additional amount as is necessary to ensure that the
          net
          amount actually received by Party B (free and clear of any Tax collected
          by
          withholding) will equal the full amount Party B would have received had
          no such
          withholding been required.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings at least equal to the S&P Approved
          Ratings Threshold and (B) has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold, provided, for the avoidance of doubt,
          that an Eligible Guarantee of an Eligible Guarantor with credit ratings
          below
          the Moody’s First Trigger Ratings Threshold will not cause a Collateral Event
          (as defined in the Credit Support Annex) not to occur or continue with
          respect
          to Moody’s. 

        


        “Eligible
          Replacement”
          means an
          entity (i) (a) that has credit ratings from S&P at least equal to the
          S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
          least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
          avoidance of doubt, that an Eligible Replacement with credit ratings below
          the
          Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
          defined in the Credit Support Annex) not to occur or continue with respect
          to
          Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
          not limited to payment obligations) of which entity to Party B under this
          Agreement are guaranteed pursuant to an Eligible Guarantee.

         

        


        “Firm
          Offer”
          means
          (A) with respect to an Eligible Replacement, a quotation from such Eligible
          Replacement (i) in an amount equal to the actual amount payable by or to
          Party B
          in consideration of an agreement between Party B and such Eligible Replacement
          to replace Party A as the counterparty to this Agreement by way of novation
          or,
          if such novation is not possible, an agreement between Party B and such
          Eligible
          Replacement to enter into a Replacement Transaction (assuming that all
          Transactions hereunder become Terminated Transactions), and (ii) that
          constitutes an offer by such Eligible Replacement to replace Party A as
          the
          counterparty to this Agreement or enter a Replacement Transaction that
          will
          become legally binding upon such Eligible Replacement upon acceptance by
          Party
          B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
          Guarantor to provide an Eligible Guarantee that will become legally binding
          upon
          such Eligible Guarantor upon acceptance by the offeree.

        


        “Moody’s”
          means
          Moody’s Investors Service, Inc., or any successor thereto. 

        


        “Moody’s
          First Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or
          counterparty rating from
          Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
          Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
          unsecured and unsubordinated debt rating or counterparty rating from Moody’s, a
          long-term unsecured and unsubordinated debt rating or counterparty rating
          from
          Moody’s of “A1”.

        


        “Moody’s
          Second Trigger Ratings Event”
          means
          that no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold. 

        


        “Moody’s
          Second Trigger Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating
          or counterparty
          rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
          rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
          short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
          unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.

        


        “Permitted
          Transfer” means
          a
          transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
          or the
          second sentence of Section 7 (as amended herein) to a transferee (the
“Transferee”)
          of all,
          but not less than all, of Party A’s rights, liabilities, duties and obligations
          under this Agreement, with
          respect to which transfer each of the following conditions is
          satisfied:
          (a) the
          Transferee is an Eligible Replacement; (b) Party A and the Transferee are
          both
“dealers in notional principal contracts” within the meaning of Treasury
          regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
          would not be required to withhold or deduct on account of Tax from any
          payments
          under this Agreement or would be required to gross up for such Tax under
          Section
          2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
          as a
          result of such transfer; (e) pursuant to a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in
          its sole discretion, acting in a commercially reasonable manner, that such
          Transfer Agreement is effective to transfer to the Transferee all, but
          not less
          than all, of Party A’s rights and obligations under the Agreement and all
          relevant Transactions; (g) Party A will be responsible for any costs or
          expenses
          incurred in connection with such transfer (including any replacement cost
          of
          entering into a replacement transaction); (h) either (A) Moody’s has been given
          prior written notice of such transfer and the Rating Agency Condition is
          satisfied with respect to S&P or (B) each Swap Rating Agency has been given
          prior written notice of such transfer and such transfer is in connection
          with
          the assignment and assumption of this Agreement without modification of
          its
          terms, other than party names, dates relevant to the effective date of
          such
          transfer, tax representations (provided that the representations in Part
          2(a)(i)
          are not modified) and any other representations regarding the status of
          the
          substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
          or Part 5(v)(ii), notice information and account details and such transfer
          otherwise complies with the terms of the Pooling and Servicing
          Agreement.

         

        “Rating
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder
          and
          each Cap Rating Agency specified in connection with such proposed act or
          omission, that the party acting or failing to act must consult with each
          of the
          specified Cap Rating Agencies and receive from each such Cap Rating Agency
          a
          prior written confirmation that the proposed action or inaction would not
          cause
          a downgrade or withdrawal of the then-current rating of any Certificates
          or
          Notes.

        


        “Relevant
          Entity” means
          Party A and, to the extent applicable, a guarantor under an Eligible
          Guarantee.

        


        “Replacement
          Transaction”
          means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that (i) would have the effect of
          preserving for Party B the economic equivalent of any payment or delivery
          (whether the underlying obligation was absolute or contingent and assuming
          the
          satisfaction of each applicable condition precedent) by the parties under
          Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
          Transactions that would, but for the occurrence of the relevant Early
          Termination Date, have been required after that Date, and (ii) has terms
          which
          are substantially the same as this Agreement, including, without limitation,
          rating triggers, Regulation AB compliance, and credit support documentation,
          save for the exclusion of provisions relating to Transactions that are
          not
          Terminated Transaction, as determined by Party B in its sole discretion,
          acting
          in a commercially reasonable manner.

        


        “Required
          Ratings Downgrade Event”
          shall
          have the meaning assigned thereto in Part 5(d).

        


        “Required
          Ratings Threshold” means
          each of the S&P Required Ratings Threshold, and the Moody’s Second Trigger
          Ratings Threshold.

        


        “S&P”
          means
          Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto. 

        


        “S&P
          Approved Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a short-term unsecured and unsubordinated debt rating
          from
          S&P of “A-1”, or, if such entity does not have a short-term unsecured and
          unsubordinated debt rating from S&P, a long-term unsecured and
          unsubordinated debt rating from S&P of “A+”.

        


        “S&P
          Required Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          S&P of “BBB+”.

        


        “Swap
          Rating Agencies”
          means,
          with respect to any date of determination, each of Moody’s and
          S&P,
          to the
          extent that each such rating agency is then providing a rating for any
          of the
Nomura
          Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-2 (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

        


        


        [Remainder
          of this page intentionally left blank.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        4. Account
          Details and Settlement Information:  

         

        


        
          	
                  Payments
                    to Party A:

                	
                  HSBC
                    Bank USA, National Association

                
	 	
                  ABA
                    # 021-001-088

                
	 	
                  For
                    credit to Department 299

                
	 	
                  A/C:
                    000-04929-8

                
	 	
                  HSBC
                    Derivative Products Group

                
	 	 
	
                  Payments
                    to Party B:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  ABA
                    # 121-000-248

                
	 	
                  For
                    Credit to: SAS Clearing

                
	 	
                  A/C:
                    3970771416

                
	 	
                  FFC:
                    NHEL 2007-1 50984502 Supplemental Interest
                    Trust

                


        

        


        


        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        We
          are
          very pleased to have executed this Transaction with you and we look forward
          to
          completing other transactions with you in the near future.

        


        Very
          truly yours,

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION

        


        


        


        
          	
                  By:

                	/s/
                  Antonia Landgraf
	
                  Name:

                	Antonia
                  Landgraf    
	
                  Title:

                	Assistant
                  Vice
                  President


        

         

        
          


          
            	
                    By:

                  	/s/ 
Kristina
                    Cruz
	
                    Name:

                  	Kristina
                    Cruz
	
                    Title:

                  	Assistant
                    Vice
                    President


          

          



        

        


        Party
          B,
          acting through its duly authorized signatory, hereby agrees to, accepts
          and
          confirms the terms of the foregoing as of the date hereof.

        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL
          INTEREST
          TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
          TO THE
          NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES
          2007-1

        


        


        


        
          	
                  By:

                	/s/
                  Elena Zheng
	
                  Name:

                	Elena
                  Zheng
	
                  Title:

                	Assistant
                  Vice
                  President


        

        


        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        All
          such
          dates subject to No Adjustment with respect to Fixed Rate Payer Period
          End Dates
          and adjustment in accordance with the Following Business Day Convention
          with
          respect to Floating Rate Payer Period End Dates

        


        


        
          	
                  For
                    the Calculation Periods

                	
                  Notional
                    Amount

                
	
                  From
                    and including:

                	
                  To
                    but excluding the

                	
                  in
                    USD:

                
	
                  The
                    Effective Date

                	
                  January
                    25, 2008

                	
                  111,610,000.00

                
	
                  January
                    25, 2008

                	
                  February
                    25, 2008

                	
                  111,610,000.00

                
	
                  February
                    25, 2008

                	
                  March
                    25, 2008

                	
                  111,610,000.00

                
	
                  March
                    25, 2008

                	
                  April
                    25, 2008

                	
                  111,610,000.00

                
	
                  April
                    25, 2008

                	
                  May
                    25, 2008

                	
                  111,610,000.00

                
	
                  May
                    25, 2008

                	
                  June
                    25, 2008

                	
                  111,610,000.00

                
	
                  June
                    25, 2008

                	
                  July
                    25, 2008

                	
                  111,610,000.00

                
	
                  July
                    25, 2008

                	
                  August
                    25, 2008

                	
                  111,610,000.00

                
	
                  August
                    25, 2008

                	
                  September
                    25, 2008

                	
                  111,610,000.00

                
	
                  September
                    25, 2008

                	
                  October
                    25, 2008

                	
                  111,610,000.00

                
	
                  October
                    25, 2008

                	
                  November
                    25, 2008

                	
                  111,610,000.00

                
	
                  November
                    25, 2008

                	
                  December
                    25, 2008

                	
                  111,610,000.00

                
	
                  December
                    25, 2008

                	
                  January
                    25, 2009

                	
                  111,610,000.00

                
	
                  January
                    25, 2009

                	
                  February
                    25, 2009

                	
                  111,610,000.00

                
	
                  February
                    25, 2009

                	
                  March
                    25, 2009

                	
                  111,610,000.00

                
	
                  March
                    25, 2009

                	
                  April
                    25, 2009

                	
                  111,610,000.00

                
	
                  April
                    25, 2009

                	
                  May
                    25, 2009

                	
                  111,610,000.00

                
	
                  May
                    25, 2009

                	
                  June
                    25, 2009

                	
                  111,610,000.00

                
	
                  June
                    25, 2009

                	
                  July
                    25, 2009

                	
                  107,142,982.34

                
	
                  July
                    25, 2009

                	
                  August
                    25, 2009

                	
                  101,560,843.94

                
	
                  August
                    25, 2009

                	
                  September
                    25, 2009

                	
                  96,195,436.03

                
	
                  September
                    25, 2009

                	
                  October
                    25, 2009

                	
                  91,038,358.93

                
	
                  October
                    25, 2009

                	
                  November
                    25, 2009

                	
                  86,081,538.02

                
	
                  November
                    25, 2009

                	
                  December
                    25, 2009

                	
                  81,317,211.18

                
	
                  December
                    25, 2009

                	
                  January
                    25, 2010

                	
                  76,737,916.72

                
	
                  January
                    25, 2010

                	
                  February
                    25, 2010

                	
                  72,336,481.72

                
	
                  February
                    25, 2010

                	
                  March
                    25, 2010

                	
                  72,336,481.72

                
	
                  March
                    25, 2010

                	
                  April
                    25, 2010

                	
                  72,336,481.72

                
	
                  April
                    25, 2010

                	
                  May
                    25, 2010

                	
                  72,336,481.72

                
	
                  May
                    25, 2010

                	
                  June
                    25, 2010

                	
                  72,336,481.72

                
	
                  June
                    25, 2010

                	
                  July
                    25, 2010

                	
                  72,336,481.72

                
	
                  July
                    25, 2010

                	
                  August
                    25, 2010

                	
                  70,888,663.99

                
	
                  August
                    25, 2010

                	
                  September
                    25, 2010

                	
                  68,127,082.20

                
	
                  September
                    25, 2010

                	
                  October
                    25, 2010

                	
                  65,472,825.89

                
	
                  October
                    25, 2010

                	
                  November
                    25, 2010

                	
                  62,921,732.16

                
	
                  November
                    25, 2010

                	
                  December
                    25, 2010

                	
                  60,469,799.31

                
	
                  December
                    25, 2010

                	
                  January
                    25, 2011

                	
                  58,113,180.62

                
	
                  January
                    25, 2011

                	
                  February
                    25, 2011

                	
                  55,848,178.35

                
	
                  February
                    25, 2011

                	
                  March
                    25, 2011

                	
                  53,671,237.97

                
	
                  March
                    25, 2011

                	
                  April
                    25, 2011

                	
                  51,578,942.65

                
	
                  April
                    25, 2011

                	
                  May
                    25, 2011

                	
                  49,568,007.90

                
	
                  May
                    25, 2011

                	
                  June
                    25, 2011

                	
                  47,635,276.46

                
	
                  June
                    25, 2011

                	
                  July
                    25, 2011

                	
                  45,777,713.38

                
	
                  July
                    25, 2011

                	
                  August
                    25, 2011

                	
                  43,992,401.30

                
	
                  August
                    25, 2011

                	
                  September
                    25, 2011

                	
                  42,276,535.88

                
	
                  September
                    25, 2011

                	
                  October
                    25, 2011

                	
                  40,626,970.97

                
	
                  October
                    25, 2011

                	
                  November
                    25, 2011

                	
                  39,041,114.10

                
	
                  November
                    25, 2011

                	
                  December
                    25, 2011

                	
                  37,516,990.46

                
	
                  December
                    25, 2011

                	
                  The
                    Termination Date

                	
                  36,052,202.35

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        
          
             
ANNEX
            A

          


          ISDA®

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          dated
            as
            of January 31, 2007 between

          HSBC
            Bank
            USA, National Association (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          HSBC
            Bank
            USA, National Association, not individually, but solely as Supplemental
            Interest
            Trust Trustee on behalf of the Supplemental Interest Trust with respect
            to the
            Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”).

          


          For
            the
            avoidance of doubt, and notwithstanding anything to the contrary that
            may be
            contained in the Agreement, this Credit Support Annex shall relate solely
            to the
            Transaction documented in the Confirmation dated January 31, 2007 between
            Party
            A and Party B, Reference Number 4523825HN.

          


           

          Paragraph
            13. Elections and Variables.

           

          
            	(a)  	
                           
                      Security Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                            
                      Credit Support Obligations.

                  


          

           

          
            	(i)  	
                           
                      Delivery Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Credit Support Amount for such Valuation
                      Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                      Credit Support held by the Secured Party,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Value as of such Valuation Date of all
                      Posted Credit Support held by the Secured Party exceeds (b)
                      the S&P
                      Credit Support Amount for such Valuation Date,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                      the Moody’s Second Trigger Credit Support Amount, in each case for such
                      Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                     
                           Eligible Collateral.
                      

                  


          

           

          On
            any
            date, the items set forth in Schedule I will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral to be denominated in
            USD).

           

          
            	(iii)  	
                      
                          Other Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                           
                      Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      if (i) a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed, or (ii) a Required
                      Ratings
                      Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 50,000 with respect to Party A and Party
                      B.

                  


          

           

          
            	(D)  	
                    Rounding:
                      The Delivery Amount will be rounded up to the nearest integral
                      multiple of
                      USD 10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 10,000.

                  


          

           

          
            	(c)  	
                             
                      Valuation and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A; provided, however, that if an Event of Default
                      shall have
                      occurred with respect to which Party A is the Defaulting Party,
                      Party B
                      shall have the right to designate as Valuation Agent an independent
                      party,
                      reasonably acceptable to Party A, the cost for which shall
                      be borne by
                      Party A. All calculations by the Valuation Agent must be made
                      in
                      accordance with standard market practice, including, in the
                      event of a
                      dispute as to the Value of any Eligible Credit Support or Posted
                      Credit
                      Support, by making reference to quotations received by the
                      Valuation Agent
                      from one or more Pricing Sources.

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      each Local Business Day on which any of the S&P Credit Support Amount,
                      the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                      Trigger Credit Support Amount is greater than
                      zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date. The Valuation
                      Agent will
                      notify each party (or the other party, if the Valuation Agent
                      is a party)
                      of its calculations not later than the Notification Time on
                      the applicable
                      Valuation Date (or in the case of Paragraph 6(d), the Local
                      Business Day
                      following the day on which such relevant calculations are
                      performed).”

                  


          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    External
                      Verification. 
                      Notwithstanding anything to the contrary in the definitions
                      of Valuation
                      Agent or Valuation Date, at any time at which Party A (or,
                      to the extent
                      applicable, its Credit Support Provider) does not have a long-term
                      unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                      the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                      the S&P Value of Posted Credit Suppport on each Valuation Date based
                      on internal marks and (B) verify such calculations with external
                      marks
                      monthly by obtaining on the last Local Business Day of each
                      calendar month
                      two external marks for each Transaction to which this Annex
                      relates and
                      for all Posted Credit Suport; such verification of the Secured
                      Party’s
                      Exposure shall be based on the higher of the two external marks.
                      Each
                      external mark in respect of a Transaction shall be obtained
                      from an
                      independent Reference Market-maker that would be eligible and
                      willing to
                      enter into such Transaction in the absence of the current derivative
                      provider, provided that an external mark may not be obtained
                      from the same
                      Reference Market-maker more than four times in any 12-month
                      period. The
                      Valuation Agent shall obtain these external marks directly
                      or through an
                      independent third party, in either case at no cost to Party
                      B. The
                      Valuation Agent shall calculate on each Valuation Date (for
                      purposes of
                      this paragraph, the last Local Business Day in each calendar
                      month
                      referred to above shall be considered a Valuation Date) the
                      Secured
                      Party’s Exposure based on the greater of the Valuation Agent’s internal
                      marks and the external marks received. If the S&P Value on any such
                      Valuation Date of all Posted Credit Support then held by the
                      Secured Party
                      is less than the S&P Credit Support Amount on such Valuation Date (in
                      each case as determined pursuant to this paragraph), Party
                      A shall, within
                      three Local Business Days of such Valuation Date, Transfer
                      to the Secured
                      Party Eligible Credit Support having an S&P Value as of the date of
                      Transfer at least equal to such deficiency.


                  


          

           

          
            	(vi)  	
                    Notice
                      to S&P. 
                      At
                      any time at which Party A (or, to the extent applicable, its
                      Credit
                      Support Provider) does not have a long-term unsubordinated
                      and unsecured
                      debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                      provide to S&P not later than the Notification Time on the Local
                      Business Day following each Valuation Date its calculations
                      of the Secured
                      Party’s Exposure and the S&P Value of any Eligible Credit Support or
                      Posted Credit Support for that Valuation Date. The Valuation
                      Agent shall
                      also provide to S&P any external marks received pursuant to the
                      preceding paragraph.

                  


          

           

          
            	(d)  	
                           
                      Conditions Precedent and Secured Party’s Rights and
                      Remedies.
                      The following Termination Events will be a “Specified
                      Condition”
                      for the party specified (that party being the Affected Party
                      if the
                      Termination Event occurs with respect to that party): With
                      respect to
                      Party A: any Additional Termination Event with respect to which
                      Party A is
                      the sole Affected Party. With respect to Party B:
                      None.

                  


          

           

          
            	(e)  	
                           
                      Substitution.

                  


          

           

          
            	(i)  	
                    “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                    Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                            
                      Dispute Resolution.

                  


          

           

          
            	(i)  	
                    “Resolution
                      Time”
                      means 1:00 p.m. New York time on the Local Business Day following
                      the date
                      on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                    Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value, on any date, of Eligible
                      Collateral other than Cash will be calculated as follows:
                      

                  


          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            sum of (A) the product of (1)(x) the bid price at the Valuation Time
            for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the bid price for such securities quoted at the
            Valuation
            Time by any principal market maker for such securities selected by the
            Valuation
            Agent, or (z) if no such bid price is listed or quoted for such date,
            the bid
            price listed or quoted (as the case may be) at the Valuation Time for
            the day
            next preceding such date on which such prices were available and (2)
            the
            applicable Valuation Percentage for such Eligible Collateral, and (B)
            the
            accrued interest on such securities (except to the extent Transferred
            to the
            Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
            price
            referred to in the immediately preceding clause (A)) as of such
            date.

           

          
            	(iii)  	
                    Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                           
                      Holding and Using Posted
                      Collateral.

                  


          

           

          
            	(i)  	
                    Eligibility
                      to Hold Posted Collateral; Custodians.  Party
                      B (or any Custodian) will be entitled to hold Posted Collateral
                      pursuant
                      to Paragraph 6(b). 

                  


          

           

          Party
            B
            may appoint as Custodian (A) the entity then serving as Securities
            Administrator
            or (B)
            any entity other than the entity then serving as Securities Administrator
            if
            such other entity (or, to the extent applicable, its parent company or
            credit
            support provider) shall then have a short-term unsecured and unsubordinated
            debt
            rating from S&P of at least “A-1.”

           

          Initially,
            the Custodian
            for
            Party B is: Securities Administrator.

           

          
            	(ii)  	
                    Use
                      of Posted Collateral. The
                      provisions of Paragraph 6(c)(i) will not apply to Party B,
                      but the
                      provisions of Paragraph 6(c)(ii) will apply to Party B.
                      

                  


          

           

          
            	(h)  	
                            
                      Distributions and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its Custodian. Posted Collateral
                      in the
                      form of Cash shall be invested in such overnight (or redeemable
                      within two
                      Local Business Days of demand) Permitted Investments rated
                      at least (x)
                      AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                      directed by Party A (unless (x) an Event of Default or an Additional
                      Termination Event has occurred with respect to which Party
                      A is the
                      defaulting or sole Affected Party or (y) an Early Termination
                      Date has
                      been designated, in which case such investment shall be held
                      uninvested).
                      Gains and losses incurred in respect of any investment of Posted
                      Collateral in the form of Cash in Permitted Investments as
                      directed by
                      Party A shall be for the account of Party
                      A.

                  


          

           

          
            	(ii)  	
                    Transfer
                      of Interest Amount.
                      The Transfer of the Interest Amount will be made on the second
                      Local
                      Business Day following the end of each calendar month and on
                      any other
                      Local Business Day on which Posted Collateral in the form of
                      Cash is
                      Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                      however,
                      that the obligation of Party B to Transfer any Interest Amount
                      to Party A
                      shall be limited to the extent that Party B has earned and
                      received such
                      funds and such funds are available to Party B.


                  


          

           

          
            	(iii)  	
                    Alternative
                      to Interest Amount.
                      The provisions of Paragraph 6(d)(ii) will
                      apply.

                  


          

           

          
            	(i)  	
                            
                      Additional Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                           
                      Other Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                           
                      Demands and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

          If
            to
            Party A, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian: 

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Attn:
            Client Manager - NHEL 2007-1

          Tel:
            410-884-2000

          Fax:
            410-715-2380

           

          
            	(l)  	
                            
                      Address for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A
            account details for holding collateral:

           

          HSBC
            Bank
            USA, National Association

          ABA
            #
            021-001-088

          For
            credit to Department 299

          A/C:
            000-04929-8

          HSBC
            Derivative Products Group

          


          Party
            B’s
            Custodian account details for holding collateral

           

          Wells
            Fargo Bank, N.A.

          ABA
            #
            121-000-248

          For
            Credit to: SAS Clearing

          A/C:
            3970771416

          FFC:
            NHEL
            2007-1, Group I Swap Collateral Account, 50984507

          


          
            	(m)  	
                          
                      Other Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                      Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                      deleting the words “a Value” and inserting in lieu thereof “an S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                      (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      Paragraph 5 (flush language) is hereby amended by deleting
                      the word
                      “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                      Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                      language) is hereby amended by deleting the word “Value” and inserting in
                      lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                      Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                      first instance of the words “the Value” and inserting in lieu thereof “any
                      one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                      Second Trigger Value” and (2) deleting the second instance of the words
                      “the Value” and inserting in lieu thereof “such disputed S&P Value,
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                      Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                      by deleting
                      the word “Value” and inserting in lieu thereof “least of the S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      

                  


          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as published and copyrighted in 1994 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Paragraph 7 will not apply to cause any Event of Default to
                      exist with
                      respect to Party B except that Paragraph 7(i) will apply to
                      Party B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex. Notwithstanding anything to the contrary in
                      Paragraph 7,
                      any failure by Party A to comply with or perform any obligation
                      to be
                      complied with or performed by Party A under the Credit Support
                      Annex shall
                      only be an Event of Default if (A) a
                      S&P Required Ratings Downgrade Event has occurred and been continuing
                      for 30 or more Local Business Days, and (B) such failure is
                      not remedied
                      on or before the third Local Business Day after notice of such
                      failure is
                      given to Party A.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

           

          
            	(ix)  
                    	
                    Additional
                      Definitions.
                      As used in this Annex:

                  


          

           

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “Exposure”
            has the
            meaning specified in Paragraph 12, except that after the word “Agreement” the
            words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
            deleted)” shall be inserted. 

           

          “Local
            Business Day”
means:
            any day on which (A) commercial banks are open for business (including
            dealings
            in foreign exchange and foreign currency deposits) in New York and the
            location
            of Party A, Party B and any Custodian, and (B) in relation to a Transfer
            of
            Eligible Collateral, any day on which the clearance system agreed between
            the
            parties for the delivery of Eligible Collateral is open for acceptance
            and
            execution of settlement instructions (or in the case of a Transfer of
            Cash or
            other Eligible Collateral for which delivery is contemplated by other
            means a
            day on which commercial banks are open for business (including dealings
            in
            foreign exchange and foreign deposits) in New York and the location of
            Party A,
            Party B and any Custodian. 

           

          “Moody’s
            First Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Event has occurred
                      and has been continuing (x) for at least 30 Local Business
                      Days or (y)
                      since this Annex was executed and (II) it is not the case that
                      a Moody’s
                      Second Trigger Event has occurred and been continuing for at
                      least 30
                      Local Business Days, an amount equal to the greater of (a)
                      zero and (b)
                      the sum of (i) the Secured Party’s Exposure for such Valuation Date and
                      (ii) the sum, for each Transaction to which this Annex relates,
                      of the
                      product of (1) the applicable Moody’s First Trigger Factor set forth in
                      Table 1 and (2) the Notional Amount for such Transaction for
                      the
                      Calculation Period which includes such Valuation Date; or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)         
            the
            Threshold for Party A such Valuation Date.

           

          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity does not have a short-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s, a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s of “A1”.

          


          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            Second Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s Second Trigger Ratings Threshold.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Event has occurred and been continuing for at least 30 Local
                      Business
                      Days, an amount equal to the greatest of (a) zero, (b) the
                      aggregate
                      amount of the next payment due to be paid by Party A under
                      each
                      Transaction to which this Annex relates, and (c) the sum of
                      (x) the
                      Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                      Transaction to which this Annex relates, of


                  


          

           

          (1)
            if
            such Transaction is not a Transaction-Specific Hedge, the product of
            (i) the
            applicable Moody’s Second Trigger Factor set forth in Table 2 and (ii) the
            Notional Amount for such Transaction for the Calculation Period which
            includes
            such Valuation Date;
            or

           

          (2)
            the
            product of (i) the applicable Moody’s Second Trigger Factor set forth in Table 3
            and (ii) the Notional Amount for such Transaction for the Calculation
            Period
            which includes such Valuation Date; or 

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)        
             the
            Threshold for Party A for such Valuation Date.

           

          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has a short-term unsecured and
            unsubordinated debt rating from Moody’s, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity does not have a short-term unsecured and unsubordinated
            debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
            or counterparty rating from Moody’s of “A3”.

          


          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Pricing
            Sources”
            means
            the sources of financial information commonly known as Bloomberg, Bridge
            Information Services, Data Resources Inc., Interactive Data Services,
            International Securities Market Association, Merrill Lynch Securities
            Pricing
            Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
            JJ Kenny,
            S&P and Telerate.

           

          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating from S&P of “A+”.

          


          “S&P
            Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)
                      

                  	
                    for
                      any Valuation Date on which (i) an S&P Rating Threshold Event has
                      occurred and been continuing for at least 30 days, or (ii)
                      a S&P
                      Required Ratings Downgrade Event has occurred and is continuing,
                      an amount
                      equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                      Valuation Date and (2) the sum, for each Transaction to which
                      this Annex
                      relates, of the product of (i) the Volatility Buffer for such
                      Transaction
                      and (ii) the Notional Amount of such Transaction for the Calculation
                      Period of such Transaction which includes such Valuation Date,
                      or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)         
            the
            Threshold for Party A for such Valuation Date.

           

          “S&P
            Rating Threshold Event”
            means,
            on any date, no Relevant Entity has credit ratings from S&P which equal or
            exceed the S&P Approved Ratings Threshold.

           

          “S&P
            Required Ratings Downgrade Event”
            means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Required Ratings Threshold.

           

          “S&P
            Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the
            product of (A) the bid price obtained by the Valuation Agent for such
            Eligible
            Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
            set forth in paragraph 13(b)(ii).

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is (i) an interest rate swap in respect of which (x)
            the
            notional amount of the interest rate swap is “balance guaranteed” or (y) the
            notional amount of the interest rate swap for any Calculation Period
            otherwise
            is not a specific dollar amount that is fixed at the inception of the
            Transaction, (ii) an interest rate cap, (iii) an interest rate floor
            or (iv) an
            interest rate swaption.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the S&P Value, Moody’s First Trigger
            Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
            or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
            Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
            such Eligible Collateral or Posted Collateral, respectively, in each
            case as set
            forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related S&P Value, the related Moody’s
            First Trigger Value, and the related Moody’s Second Trigger Value.

           

          “Volatility
            Buffer”
            means,
            for any Transaction, the related percentage set forth in the following
            table.


           

          
            	
                    The
                      higher of the S&P credit rating of (i) Party A and (ii) the Credit
                      Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 30 years

                  
	
                    “A-2”
                      or higher

                  	
                    2.75%

                  	
                    3.25%

                  	
                    4.00%

                  	
                    4.75%

                  
	
                    “A-3”

                  	
                    3.25%

                  	
                    4.00%

                  	
                    5.00%

                  	
                    6.25%

                  
	
                    “BB+”
                      or
                      lower

                  	
                    3.50%

                  	
                    4.50%

                  	
                    6.75%

                  	
                    7.50%

                  


          

          


           

          [Remainder
            of this page intentionally left blank]

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Table
            1

           

          Moody’s
            First Trigger Factor

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.15%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    0.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    0.40%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    0.60%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    0.70%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    0.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    1.00%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    1.10%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    1.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    1.30%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    1.40%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    1.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    1.60%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    1.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    1.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    1.90%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    2.00%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    2.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    2.00%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    2.00%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    2.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    2.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    2.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    2.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    2.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    2.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    2.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    2.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    2.00%

                  
	
                    More
                      than 29

                  	
                    2.00%

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Table
            2

           

          Moody’s
            Second Trigger Factor for Interest Rate Swaps with Fixed Notional
            Amounts

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.50%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.00%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.50%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    1.90%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    2.40%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    2.80%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    3.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    3.60%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    4.00%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    4.40%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    4.70%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    5.00%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    5.40%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    5.70%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    6.00%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    6.30%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    6.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    6.90%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    7.20%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    7.50%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    7.80%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    8.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    8.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    8.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    8.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    8.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    8.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    8.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    8.00%

                  
	
                    More
                      than 29

                  	
                    8.00%

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

              
              

            

          



          Table
            3

           

          Moody’s
            Second Trigger Factor for Transaction-Specific Hedges

           

          
            	
                    Remaining

                    Weighted
                      Average Life 

                    of
                      Hedge in Years

                  	
                    Daily

                    Collateral

                    Posting

                  
	
                    1
                      or less

                  	
                    0.65%

                  
	
                    More
                      than 1 but not more than 2

                  	
                    1.30%

                  
	
                    More
                      than 2 but not more than 3

                  	
                    1.90%

                  
	
                    More
                      than 3 but not more than 4

                  	
                    2.50%

                  
	
                    More
                      than 4 but not more than 5

                  	
                    3.10%

                  
	
                    More
                      than 5 but not more than 6

                  	
                    3.60%

                  
	
                    More
                      than 6 but not more than 7

                  	
                    4.20%

                  
	
                    More
                      than 7 but not more than 8

                  	
                    4.70%

                  
	
                    More
                      than 8 but not more than 9

                  	
                    5.20%

                  
	
                    More
                      than 9 but not more than 10

                  	
                    5.70%

                  
	
                    More
                      than 10 but not more than 11

                  	
                    6.10%

                  
	
                    More
                      than 11 but not more than 12

                  	
                    6.50%

                  
	
                    More
                      than 12 but not more than 13

                  	
                    7.00%

                  
	
                    More
                      than 13 but not more than 14

                  	
                    7.40%

                  
	
                    More
                      than 14 but not more than 15

                  	
                    7.80%

                  
	
                    More
                      than 15 but not more than 16

                  	
                    8.20%

                  
	
                    More
                      than 16 but not more than 17

                  	
                    8.60%

                  
	
                    More
                      than 17 but not more than 18

                  	
                    9.00%

                  
	
                    More
                      than 18 but not more than 19

                  	
                    9.40%

                  
	
                    More
                      than 19 but not more than 20

                  	
                    9.70%

                  
	
                    More
                      than 20 but not more than 21

                  	
                    10.00%

                  
	
                    More
                      than 21 but not more than 22

                  	
                    10.00%

                  
	
                    More
                      than 22 but not more than 23

                  	
                    10.00%

                  
	
                    More
                      than 23 but not more than 24

                  	
                    10.00%

                  
	
                    More
                      than 24 but not more than 25

                  	
                    10.00%

                  
	
                    More
                      than 25 but not more than 26

                  	
                    10.00%

                  
	
                    More
                      than 26 but not more than 27

                  	
                    10.00%

                  
	
                    More
                      than 27 but not more than 28

                  	
                    10.00%

                  
	
                    More
                      than 28 but not more than 29

                  	
                    10.00%

                  
	
                    More
                      than 29

                  	
                    10.00%

                  


          

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           Schedule
            1

           

          Eligible
            Collateral

          

            
              	
                      Eligible
                        Collateral & Valuation Percentages

                      Moody’s
                        and S&P

                    
	 	 	
                      Valuation
                        Percentage

                    	
                      Valuation
                        Percentage

                    
	 	 	
                      Moody’s

                    	
                      S&P

                    
	 	 	
                      First
                        Trigger

                    	
                      Second
                        Trigger

                    	
                      Daily

                    
	
                      (A)

                    	
                      Cash

                    	
                      100

                    	
                      100

                    	
                      100

                    
	
                      (B)

                    	
                      Fixed-rate
                        negotiable debt obligations issued by the U.S. Treasury Department
                        having
                        a remaining maturity on such date of not more than one
                        year

                    	
                      100

                    	
                      100

                    	
                      98.5

                    
	
                      (C)

                    	
                      Fixed-rate
                        negotiable debt obligations issued by the U.S. Treasury Department
                        having
                        a remaining maturity on such date of more than one year but
                        not more than
                        ten years

                    	
                      100

                    	
                      94

                    	
                      89.9

                    
	
                      (D)

                    	
                      Fixed-rate
                        negotiable debt obligations issued by the U.S. Treasury Department
                        having
                        a remaining maturity on such date of more than ten years

                    	
                      100

                    	
                      87

                    	
                      83.9

                    
	
                      (E)

                    	
                      Agency
                        Securities:
                        negotiable debt obligations of the Federal National Mortgage
                        Association
                        (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal
                        Home Loan
                        Banks (FHLB), Federal Farm Credit Banks (FFCB), Tennessee
                        Valley Authority
                        (TVA) (collectively, “Agency
                        Securities”)
                        issued after July 18, 1984 and having a remaining maturity
                        of not more
                        than 1 year.

                    	
                      100

                    	
                      99

                    	
                      98.5

                    
	
                      (F)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 1
                        year but not more
                        than 2 years.

                    	
                      100

                    	
                      98

                    	
                      97.7

                    
	
                      (G)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 2
                        years but not
                        more than 3 years.

                    	
                      100

                    	
                      97

                    	
                      97.3

                    
	
                      (H)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 3
                        years but not
                        more than 5 years.

                    	
                      100

                    	
                      96

                    	
                      94.5

                    
	
                      (I)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 5
                        years but not
                        more than 7 years.

                    	
                      100

                    	
                      94

                    	
                      93.1

                    
	
                      (J)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 7
                        years but not
                        more than 10 years.

                    	
                      100

                    	
                      93

                    	
                      90.7

                    
	
                      (K)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 10
                        years but not
                        more than 20 years.

                    	
                      100

                    	
                      88

                    	
                      87.7

                    
	
                      (L)

                    	
                      Agency
                        Securities having a remaining maturity of greater than 20
                        years but not
                        more than 30 years.

                    	
                      100

                    	
                      86

                    	
                      84.4

                    


            

          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

          
 

          
            	
                    HSBC
                      Bank USA, National Association

                  	 	 	
                    HSBC
                      Bank USA, National Association, not individually, but solely
                      as
                      Supplemental Interest Trust Trustee on behalf of the Supplemental
                      Interest
                      Trust with respect to the Nomura Home Equity Loan, Inc., Home
                      Equity Loan
                      Trust, Series 2007-1

                  
	By: 
/s/
                    Sandra Nicotra	 	 	By: 
/s/
                    Elena Zheng
	
                    
                      

                    

                    Name:
                      Sandra Nicotra

                  	 	 	
                    
                      

                    

                    Name:
                      Elena Zheng

                  
	
                    Title:
                      Senior Vice President

                    Date:

                  	 	 	
                    Title:
                      Assistant Vice President

                    Date:
                      

                  


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        
          

            
              	
                      DATE:

                    	 	
                      January
                        31, 2007

                    
	 	 	 
	
                      TO:

                    	 	
                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as
                        Supplemental Interest Trust Trustee on behalf of the Supplemental
                        Interest
                        Trust with respect to the Nomura Home Equity Loan, Inc.,
                        Home Equity Loan
                        Trust, Series 2007-1

                    
	 	 	 
	
                      ATTENTION:

                    	 	
                      HSBC
                        BANK USA, National Association

                    
	
                    	 	
                      452
                        Fifth Ave.

                    
	
                    	 	
                      New
                        York, NY 10018

                    
	
                      FACSIMILE:

                    	 	
                      212-525-1300

                    
	 	 	 
	
                      With
                        copy to:

                    	 	 
	 	 	 
	
                      ATTENTION:

                    	 	
                      Wells
                        Fargo Bank, N.A.

                    
	
                    	 	
                      9062
                        Old Annapolis Road

                    
	
                    	 	
                      Columbia,
                        MD 21045

                    
	
                    	 	
                      Attention:
                        Client Manager, NHEL 2007-1

                    
	
                      FACSIMILE:

                    	 	
                      (410)
                        715-2380

                    
	 	 	 
	
                      FROM:

                    	 	
                      ABN
                        AMRO Bank N.V.

                    
	
                      TELEPHONE:

                    	 	
                      312-904-5214

                    
	
                      FACSIMILE:
                        

                    	 	
                      312-904-0392

                    
	 	 	 
	
                      SUBJECT:

                    	 	
                      Fixed
                        Income Derivatives Confirmation 

                    
	 	 	 
	
                      REFERENCE
                        NUMBER:

                    	 	
                      4940505

                    


            

The
            purpose of this long-form confirmation (“Confirmation”)
            is to
            confirm the terms and conditions of the current Transaction entered into
            on the
            Trade Date specified below (the “Transaction”)
            between
ABN
            AMRO
            Bank N.V.
            (“Party
            A”) and
            HSBC
            Bank USA, National Association, not individually, but solely as supplemental
            interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
            the supplemental interest trust with respect to the Nomura Home Equity
            Loan,
            Inc., Home Equity Loan Trust, Series 2007-1 (the “Supplemental
            Interest Trust”)
            (“Party
            B”)
            created
            under the Pooling and Servicing Agreement, dated as of January 1, 2007,
            among
            Nomura Home Equity Loan, Inc., as depositor (the “Depositor”),
            Nomura Credit & Capital, Inc., as sponsor (the “Sponsor”),
            Wells
            Fargo Bank, N.A., as master servicer (the “Master
            Servicer”)
            and
            securities administrator (the “Securities
            Administrator”),
            GMAC
            Mortgage, LLC, as servicer (the “Servicer”)
            and
            HSBC Bank USA, National Association, not in its individual capacity,
            but solely
            as trustee (the “Trustee”) (the
            “Pooling
            and Servicing Agreement”).
            This
            Confirmation evidences a complete and binding agreement between you and
            us to
            enter into the Transaction on the terms set forth below and replaces
            any
            previous agreement between us with respect to the subject matter hereof.
            This
            Confirmation constitutes a “Confirmation”
            and also
            constitutes a “Schedule”
            as
            referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
            Support
            Annex to the Schedule. 

          


          
            	1.          
                     	
                    This
                      Confirmation shall supplement, form a part of, and be subject
                      to an
                      agreement in the form of the ISDA Master Agreement (Multicurrency
                      - Cross
                      Border) as published and copyrighted in 1992 by the International
                      Swaps
                      and Derivatives Association, Inc. (the “ISDA
                      Master Agreement”),
                      as if Party A and Party B had executed an agreement in such
                      form on the
                      date hereof, with a Schedule as set forth in Item 3 of this
                      Confirmation,
                      and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                      Subject
                      to New York Law Only version) as published and copyrighted
                      in 1994 by the
                      International Swaps and Derivatives Association, Inc., with
                      Paragraph 13
                      thereof as set forth in Annex A hereto (the “Credit
                      Support Annex”).
                      For the avoidance of doubt, the Transaction described herein
                      shall be the
                      sole Transaction governed by such ISDA Master Agreement. In
                      the event of
                      any inconsistency among any of the following documents, the
                      relevant
                      document first listed shall govern: (i) this Confirmation,
                      exclusive of
                      the provisions set forth in Item 3 hereof and Annex A hereto;
                      (ii) the
                      provisions set forth in Item 3 hereof, which are incorporated
                      by reference
                      into the Schedule; (iii) the Credit Support Annex; (iv) the
                      Definitions;
                      and (v) the ISDA Master Agreement.

                  


          

          


          Each
            reference herein to a “Section” (unless specifically referencing the Pooling and
            Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
            a reference to a Section of the ISDA Master Agreement; each herein reference
            to
            a “Part” will be construed as a reference to the provisions herein deemed
            incorporated in a Schedule to the ISDA Master Agreement; each reference
            herein
            to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
            Support Annex.

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              	
                      2.

                    	
                      The
                        terms of the particular Transaction to which this Confirmation
                        relates are
                        as follows:

                    
	 	 	 	 	 
	 	
                      Type
                        of Transaction:

                    	 	
                      Interest
                        Rate Swap

                    
	 	 	 	 	 
	 	
                      Notional
                        Amount:

                    	 	
                      With
                        respect to any Calculation Period, the amount set forth for
                        such period on
                        Schedule I attached hereto.

                    
	 	 	 	 	 
	 	
                      Trade
                        Date:

                    	 	
                      January
                        24, 2006

                    
	 	 	 	 	 
	 	
                      Effective
                        Date:

                    	 	
                      January
                        31, 2007

                    
	 	 	 	 	 
	 	
                      Termination
                        Date:

                    	 	
                      January
                        25, 2012

                    
	 	 	 	 	 
	 	
                      Fixed
                        Amounts:

                    	 	 
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer:

                    	 	
                      Party
                        B

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer

                    	 	 
	 	 	
                      Period
                        End Dates:

                    	 	
                      The
                        25th calendar day of each month during the Term of this Transaction,
                        commencing February 25, 2007, and ending on the Termination
                        Date, subject
                        to No Adjustment.

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Payer

                    	 	 
	 	 	
                      Payment
                        Dates:

                    	 	
                      Early
                        payment shall be applicable. The Fixed Rate Payer Payment
                        Date shall be
                        one Business Day prior to each Fixed Rate Payer Period End
                        Date.

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate:

                    	 	
                      With
                        respect to any Calculation Period, the rate set forth for
                        such period on
                        Schedule I attached hereto.

                    
	 	 	 	 	 
	 	 	
                      Fixed
                        Rate Day 

                    	 	 
	 	 	
                      Count
                        Fraction:

                    	 	
                      30/360

                    
	 	 	 	 	 
	 	
                      Floating
                        Amounts:

                    	 	 
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer:

                    	 	
                      Party
                        A

                    
	 	 	 	 	 
	 	 	
                      Upfront
                        Floating Rate 

                    	 	 
	 	 	
                      Payer
                        Amount: 

                    	 	
                      The
                        amount referenced in the side letter dated as of January
                        31, 2007 between
                        Party A and Nomura Credit & Capital, Inc.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer 

                    	 	 
	 	 	
                      Period
                        End Dates:

                    	 	
                      The
                        25th calendar day of each month during the Term of this Transaction,
                        commencing February 25, 2007, and ending on the Termination
                        Date, subject
                        to adjustment in accordance with the Business Day
                        Convention.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer 

                    	 	 
	 	 	
                      Payment
                        Dates:

                    	 	
                      Each
                        Payment shall be applicable. The Floating Rate payer Payment
                        Date shall be
                        one Business Day prior to such Floating Rate Payer period
                        End
                        Date.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Option:

                    	 	
                      USD-LIBOR-BBA

                    
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	 	
                      One
                        month

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Day 

                    	 	 
	 	 	
                      Count
                        Fraction:

                    	 	
                      Actual/360

                    
	 	 	 	 	 
	 	 	
                       

                    	 	 
	 	 	
                      Reset
                        Dates:

                    	 	
                      The
                        first day of each Calculation Period.

                    
	 	 	 	 	 
	 	 	
                      Compounding:

                    	 	
                      Inapplicable

                    
	 	 	 	 	 
	 	 	
                      Business
                        Days:

                    	 	
                      New
                        York

                    
	 	 	 	 	 
	 	 	
                      Business
                        Day Convention:

                    	 	
                      Following

                    
	 	 	 	 	 
	 	 	
                      Calculation
                        Agent:

                    	 	
                      Party
                        A

                    
	 	 	 	 	 
	 	 	
                      Offices:
                        The Office of Party A for this Transaction is
                        London

                    


            

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
            	
                    3.

                  	
                    Provisions
                      Deemed Incorporated in a Schedule to the ISDA Master
                      Agreement:

                  


          

          


          
            	
                    Part
                      1.

                  	
                    Termination
                      Provisions.

                  


          

          


          For
            the
            purposes of this Agreement:-

          


          (a)          
             “Specified
            Entity”
            will not
            apply to Party A or Party B for any purpose. 

          


          
            	
                    (b)

                  	
                    “Specified
                      Transaction”
                      will have the meaning specified in Section
                      14.

                  


          

          


          
            	
                    (c)

                  	
                    Events
                      of Default.

                  


          

          


          The
            statement below that an Event of Default will apply to a specific party
            means
            that upon the occurrence of such an Event of Default with respect to
            such party,
            the other party shall have the rights of a Non-defaulting Party under
            Section 6
            of this Agreement; conversely, the statement below that such event will
            not
            apply to a specific party means that the other party shall not have such
            rights.

          


          
            	(i)  	
                    The
                      “Failure
                      to Pay or Deliver”
                      provisions of Section 5(a)(i) will apply to Party A and will
                      apply to
                      Party B; provided, however, that Section 5(a)(i) is hereby
                      amended by
                      replacing the word “third” with the word “first”; provided, further, that
                      notwithstanding anything to the contrary in Section 5(a)(i),
                      any failure
                      by Party A to comply with or perform any obligation to be complied
                      with or
                      performed by Party A under the Credit Support Annex shall not
                      constitute
                      an Event of Default under Section 5(a)(i) unless (A) either
                      (i) a Moody’s
                      Second Trigger Ratings Event has occurred and been continuing
                      for 30 or
                      more Local Business Days, or (ii) a S&P Required Ratings Downgrade
                      Event has occurred and been continuing for 30 or more Local
                      Business Days,
                      and (B) such failure is not remedied on or before the third
                      Local Business
                      Day after notice of such failure is given to Party
                      A.

                  


          

          


          
            	(ii)  	
                    The
                      “Breach
                      of Agreement”
                      provisions of Section 5(a)(ii) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	(iii)  	
                    The
                      “Credit
                      Support Default”
                      provisions of Section 5(a)(iii) will apply to Party A and will
                      not apply
                      to Party B except that Section 5(a)(iii)(1) will apply to Party
                      B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex; provided, however, that notwithstanding anything
                      to the
                      contrary in Section 5(a)(iii)(1), any failure by Party A to
                      comply with or
                      perform any obligation to be complied with or performed by
                      Party A under
                      the Credit Support Annex shall not constitute an Event of Default
                      under
                      Section 5(a)(iii) unless (A) either (i) a Moody’s Second Trigger Ratings
                      Event has occurred and been continuing for 30 or more Local
                      Business Days,
                      or (ii) a S&P Required Ratings Downgrade Event has occurred and been
                      continuing for
                      30 or more Local Business Days,
                      and (B) such failure is not remedied on or before the third
                      Local Business
                      Day after notice of such failure is given to Party
                      A.

                  


          

          


          
            	(iv)  	
                    The
                      “Misrepresentation”
                      provisions of Section 5(a)(iv) will apply to Party A and will
                      not apply to
                      Party B. 

                  


          

          


          
            	(v)  	
                    The
                      “Default
                      under Specified Transaction”
                      provisions of Section 5(a)(v) will apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          
            	(vi)  	
                    The
                      “Cross
                      Default”
                      provisions of Section 5(a)(vi) will apply to Party A and will
                      not apply to
                      Party B. For purposes of Section 5(a)(vi), solely with respect
                      to Party
                      A:

                  


          

          


          “Specified
            Indebtedness” will have the meaning specified in Section 14 ,except that such
            term shall not include obligations in respect of deposits received in
            the
            ordinary course of Party A’s banking business.

          


          "Threshold
            Amount" means with respect to Party A, an amount equal to three percent
            (3%) of
            its total shareholders equity as specified from time to time in the most
            recent
            Annual Report of ABN AMRO Holding N.V. containing consolidated financial
            statements, prepared in accordance with accounting principles that are
            generally
            accepted for institutions of its type in the jurisdiction of its organization
            and certified by independent public accountants, or its equivalent in
            any other
            currency.

          


          
            	(vii)  	
                    The
                      “Bankruptcy”
                      provisions of Section 5(a)(vii) will apply to Party A and will
                      apply to
                      Party B except that the provisions of Section 5(a)(vii)(2),
                      (6) (to the
                      extent that such provisions refer to any appointment contemplated
                      or
                      effected by the Pooling and Servicing Agreement or any appointment
                      to
                      which Party B has not become subject), (7) and (9) will not
                      apply to Party
                      B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                      is
                      hereby amended by adding after the words “against it” the words
                      “(excluding any proceeding or petition instituted or presented
                      by Party A
                      or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                      deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                      (4) as amended, (5), (6) as amended, or
                      (7)”.

                  


          

          


          
            	(viii)  	
                    The
                      “Merger
                      Without Assumption”
                      provisions of Section 5(a)(viii) will apply to Party A and
                      will apply to
                      Party B.

                  


          

          


          (d)         
             Termination
            Events.

          


          The
            statement below that a Termination Event will apply to a specific party
            means
            that upon the occurrence of such a Termination Event, if such specific
            party is
            the Affected Party with respect to a Tax Event, the Burdened Party with
            respect
            to a Tax Event Upon Merger (except as noted below) or the non-Affected
            Party
            with respect to a Credit Event Upon Merger, as the case may be, such
            specific
            party shall have the right to designate an Early Termination Date in
            accordance
            with Section 6 of this Agreement; conversely, the statement below that
            such an
            event will not apply to a specific party means that such party shall
            not have
            such right; provided, however, with respect to “Illegality” the statement that
            such event will apply to a specific party means that upon the occurrence
            of such
            a Termination Event with respect to such party, either party shall have
            the
            right to designate an Early Termination Date in accordance with Section
            6 of
            this Agreement.

          


          (i)          
             The
            “Illegality”
            provisions of Section 5(b)(i) will apply to Party A and will apply to
            Party
            B.

          


          
            	 	
                    (ii)

                  	
                    The
                      “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party A except
                      that, for
                      purposes of the application of Section 5(b)(ii) to Party A,
                      Section
                      5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                      a taxing authority, or brought in a court of competent jurisdiction,
                      on or
                      after the date on which a Transaction is entered into (regardless
                      of
                      whether such action is taken or brought with respect to a party
                      to this
                      Agreement) or (y)”, and the “Tax
                      Event”
                      provisions of Section 5(b)(ii) will apply to Party B.
                      

                  


          

          


          
            	 	
                    (iii)

                  	
                    The
                      “Tax
                      Event Upon Merger”
                      provisions of Section 5(b)(iii) will apply to Party A and will
                      apply to
                      Party B, provided that Party A shall not be entitled to designate
                      an Early
                      Termination Date by reason of a Tax Event upon Merger in respect
                      of which
                      it is the Affected Party.

                  


          

          


          
            	 	
                    (iv)

                  	
                    The
                      “Credit
                      Event Upon Merger”
                      provisions of Section 5(b)(iv) will not apply to Party A and
                      will not
                      apply to Party B.

                  


          

          


          
            	
                    (e)

                  	
                    The
                      “Automatic
                      Early Termination”
                      provision of Section 6(a) will not apply to Party A and will
                      not apply to
                      Party B.

                  


          

          


          (f)        
              Payments
            on Early Termination.
            For the
            purpose of Section 6(e) of this Agreement:

          


          
            	(i)  	
                    Market
                      Quotation will apply, provided, however, that, in the event
                      of a
                      Derivative Provider Trigger Event, the following provisions
                      will
                      apply:

                  


          

          


          
            	 	
                    (A)
                      

                  	
                    The
                      definition of Market Quotation in Section 14 shall be deleted
                      in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Market
            Quotation” means,
            with respect to one or more Terminated Transactions, a Firm Offer which
            is (1)
            made by a Reference Market-maker that is an Eligible Replacement, (2)
            for an
            amount that would be paid to Party B (expressed as a negative number)
            or by
            Party B (expressed as a positive number) in consideration of an agreement
            between Party B and such Reference Market-maker to enter into a Replacement
            Transaction, and (3) made on the basis that Unpaid Amounts in respect
            of the
            Terminated Transaction or group of Transactions are to be excluded but,
            without
            limitation, any payment or delivery that would, but for the relevant
            Early
            Termination Date, have been required (assuming satisfaction of each applicable
            condition precedent) after that Early Termination Date is to be
            included.

          


          
            	 	
                    (B)

                  	
                    The
                      definition of Settlement Amount shall be deleted in its entirety
                      and
                      replaced with the following:

                  


          

          


          “Settlement
            Amount”
            means,
            with respect to any Early Termination Date, an amount (as determined
            by Party B)
            equal to: 

          


          
            	 	
                    (a)

                  	
                    If
                      a Market Quotation for the relevant Terminated Transaction
                      or group of
                      Terminated Transactions is accepted by Party B so as to become
                      legally
                      binding on or before the day falling ten Local Business Days
                      after the day
                      on which the Early Termination Date is designated, or such
                      later day as
                      Party B may specify in writing to Party A, but in either case
                      no later
                      than one Local Business Day prior to the Early Termination
                      Date (such day,
                      the “Latest Settlement Amount Determination Day”), the Termination
                      Currency Equivalent of the amount (whether positive or negative)
                      of such
                      Market Quotation; 

                  


          

          


          
            	 	
                    (b)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions
                      has been accepted by Party B so as to become legally binding
                      and one or
                      more Market Quotations from
                      Approved Replacements have
                      been made and remain capable of becoming legally binding upon
                      acceptance,
                      the Settlement Amount shall equal the Termination Currency
                      Equivalent of
                      the amount (whether positive or negative) of the lowest of
                      such Market
                      Quotations (for the avoidance of doubt, the lowest of such
                      Market
                      Quotations shall be the lowest Market Quotation of
                      such Market Quotations
                      expressed as a positive number or, if any of such Market Quotations
                      is
                      expressed as a negative number, the Market Quotation expressed
                      as a
                      negative number with the largest absolute value);
                      or

                  


          

          


          
            	 	
                    (c)

                  	
                    If,
                      on the Latest Settlement Amount Determination Day, no Market
                      Quotation for
                      the relevant Terminated Transaction or group of Terminated
                      Transactions is
                      accepted by Party B so as to become legally binding and no
                      Market
                      Quotation from an Approved Replacement remains capable of becoming
                      legally
                      binding upon acceptance, the Settlement Amount shall equal
                      Party B’s Loss
                      (whether positive or negative and without reference to any
                      Unpaid Amounts)
                      for the relevant Terminated Transaction or group of Terminated
                      Transactions.

                  


          

          


          
            	 	
                    (C)

                  	
                    If
                      Party B requests Party A in writing to obtain Market Quotations,
                      Party A
                      shall use its reasonable efforts to do so before the Latest
                      Settlement
                      Amount Determination Day.

                  


          

          


          
            	 	
                    (D)

                  	
                    If
                      the Settlement Amount is a negative number, Section 6(e)(i)(3)
                      shall be
                      deleted in its entirety and replaced with the
                      following:

                  


          

          


          “(3)
            Second
            Method and Market Quotation.
            If the
            Second Method and Market Quotation apply, (I) Party B shall pay to Party
            A an
            amount equal to the absolute value of the Settlement Amount in respect
            of the
            Terminated Transactions, (II) Party B shall pay to Party A the Termination
            Currency Equivalent of the Unpaid Amounts owing to Party A and (III)
            Party A
            shall pay to Party B the Termination Currency Equivalent of the Unpaid
            Amounts
            owing to Party B; provided, however, that (x) the amounts payable under
            the
            immediately preceding clauses (II) and (III) shall be subject to netting
            in
            accordance with Section 2(c) of this Agreement and (y) notwithstanding
            any other
            provision of this Agreement, any amount payable by Party A under the
            immediately
            preceding clause (III) shall not be netted-off against any amount payable
            by
            Party B under the immediately preceding clause (I).”

           

          
            	 	
                    (E)

                  	
                    At
                      any time on or before the Latest Settlement Amount Determination
                      Day at
                      which two or more Market Quotations from Approved Replacements
                      remain
                      capable of becoming legally binding upon acceptance, Party
                      B shall be
                      entitled to accept only the lowest of such Market Quotations
                      (for the
                      avoidance of doubt, the lowest of such Market Quotations shall
                      be the
                      lowest Market Quotation of such Market Quotations expressed
                      as a positive
                      number or, if any of such Market Quotations is expressed as
                      a negative
                      number, the Market Quotation expressed as a negative number
                      with the
                      largest absolute value).

                  


          

          


          
            	(ii)  	
                    The
                      Second Method will apply.

                  


          

          


          (g)          “Termination
            Currency”
            means
            USD.

          


          (h)           Additional
            Termination Events.
            Additional Termination Events will apply as provided in Part 5(c).



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Part
            2.  Tax
            Matters.

          


          (a)          Tax
            Representations. 

          


          
            	 	
                    (i)

                  	
                    Payer
                      Representations.
                      For the purpose of Section 3(e) of this Agreement:
                      

                  


          

           

          (A)          Party
            A
            makes the following representation(s):

          


          It
            is not
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, of any Relevant Jurisdiction to make
            any
            deduction or withholding for or on account of any Tax from any payment
            (other
            than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
            to be made
            by it to the other party under this Agreement. In making this representation,
            it
            may rely on: the accuracy of any representations made by the other party
            pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of
            the
            agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement
            and the
            accuracy and effectiveness of any document provided by the other party
            pursuant
            to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
            of
            the agreement of the other party contained in Section 4(d) of this Agreement,
            provided that it shall not be a breach of this representation where reliance
            is
            placed on clause (ii) and the other party does not deliver a form or
            document
            under Section 4(a)(iii) by reason of material prejudice to its legal
            or
            commercial position.

          
            	 	 	 


          

          (B)          Party
            B
            makes the following representation(s):

          


          None.

          


          (ii)           Payee
            Representations.
            For the
            purpose of Section 3(f) of this Agreement: 

           

          (A)          Party
            A
            makes the following representation(s):

          


          (1)
            It is
            a resident of The Netherlands for the purpose of the application of the
            existing
            tax treaties between The Netherlands and those countries where offices
            of Party
            B are located.

          


          (2)
            With
            respect  to
            its
            non-U.S. branches, it is fully eligible for the benefits of the “Business
            Profits” or “Industrial and Commercial Profits” provision, as the case may be,
            the “Interest” provision or the “Other Income” provision (if any) of the
            Specified Treaty with respect to any payment described in such provisions
            and
            received or to be received by it in connection with this Agreement and
            no such
            payment is attributable to a trade or business carried on by it through
            a
            permanent establishment in the Specified Jurisdiction. With respect to
            Party A,
            Specified Treaty means the income tax treaty between the United States
            and The
            Netherlands; Specified Jurisdiction means the United States. 

          


          (3)
            With
            respect to its U.S. branches, each payment received or to be received
            by it in
            connection with this Agreement will be effectively connected with its
            conduct of
            a trade or business in the United States. 

           

          (B)          Party
            B
            makes the following representation(s):

          


          None. 

          


          
            	
                    (b)

                  	
                    Tax
                      Provisions.

                  


          

          


          
            	 	
                    (i)

                  	
                    Gross
                      Up.
                      Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                      2(d)(ii)
                      shall not apply to Party B as Y, in each case such that Party
                      B shall not
                      be required to pay any additional amounts referred to
                      therein.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Indemnifiable
                      Tax.
                      The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                      entirety and replaced with the
                      following:

                  


          

          


          “Indemnifiable
            Tax”
            means,
            in relation to payments by Party A, any Tax and, in relation to payments
            by
            Party B, no Tax. 

          


           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Part
            3.  Agreement
            to Deliver Documents.  

          


          (a)          For
            the
            purpose of Section 4(a)(i), tax forms, documents, or certificates to
            be
            delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  
	 	 	 
	
                    Party
                      A

                  	
                    A
                      correct, complete and duly executed U.S. Internal Revenue Service
                      Form
                      W-8BEN (or successor thereto), together with appropriate attachments,
                      that
                      eliminates U.S. federal withholding and backup withholding
                      Tax on payments
                      to Party A under this Agreement.

                  	
                    (i)
                      before the first Payment Date under this Agreement, (ii) promptly
                      upon
                      reasonable demand by Party B, and (ii) promptly upon learning
                      that any
                      such form previously provided has become obsolete or
                      incorrect.

                  
	 	 	 
	
                    Party
                      B

                  	
                    At
                      closing, a United States Internal Revenue Service Form W-9,
                      or any
                      successor form, and thereafter, the appropriate tax certification
                      form
                      (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI,
                      as
                      applicable (or any successor form thereto)) with respect to
                      any payments
                      received or to be received by the beneficial owner of payments
                      to Party B
                      under this Agreement from time to time.

                  	
                    (i)
                      before the first Payment Date under this Agreement, (ii) promptly
                      upon
                      reasonable demand by Party A, and (ii) promptly upon learning
                      that any
                      such form previously provided has become obsolete or
                      incorrect.

                  


          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          (b)          For
            the
            purpose of Section 4(a)(ii), other documents to be delivered are:

          


          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/

                    Certificate

                  	
                    Date
                      by which to

                    be
                      delivered

                  	
                    Covered
                      by Section 3(d) Representation

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    Any
                      documents required by the receiving party to evidence the authority
                      of the
                      delivering party or its Credit Support Provider, if any, for
                      it to execute
                      and deliver the Agreement, this Confirmation, and any Credit
                      Support
                      Documents to which it is a party, and to evidence the authority
                      of the
                      delivering party or its Credit Support Provider to perform
                      its obligations
                      under the Agreement, this Confirmation and any Credit Support
                      Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and

                    Party
                      B

                  	
                    A
                      certificate of an authorized officer of the party, as to the
                      incumbency
                      and authority of the respective officers of the party signing
                      the
                      Agreement, this Confirmation, and any relevant Credit Support Document, as
                      the case may be

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A

                  	
                    Annual
                      Report of ABN Amro Holding N.V. containing consolidated financial
                      statements certified by independent certified public accountants
                      and
                      prepared in accordance with generally accepted accounting principles
                      in
                      the country in which Party A is organized

                  	
                    Promptly
                      upon becoming publicly available

                  	
                    Yes

                  
	 	 	 	 
	
                    Party
                      A and Party B

                  	
                    An
                      opinion of counsel to such party reasonably satisfactory in
                      form and
                      substance to the other party, and, in the case of Party B,
                      opinions of
                      counsel relating to the Pooling and Servicing Agreement and
                      other deal
                      documents reasonably satisfactory in form and substance to
                      Party
                      A.

                  	
                    Upon
                      the execution and delivery of this Agreement

                  	
                    No

                  
	 	 	 	 
	
                    Party
                      B

                  	
                    An
                      executed copy of the Pooling and Servicing Agreement and other
                      deal
                      documents related to this Transaction.

                  	
                    Promptly
                      upon receipt by Party B

                  	
                    No

                  


          

          


          Part
            4. Miscellaneous. 

          


          
            	
                    (a)

                  	
                    Address
                      for Notices:
                      For the purposes of Section 12(a) of this
                      Agreement:

                  


          

          


          Address
            for notices or communications to Party A:

          


          (1)
            For
            the purposes of Sections 5, 6 and 7 under this Agreement:

          


          ABN
            AMRO
            Bank N.V., Chicago Branch

          Global
            Documentation Unit

          540
            W.
            Madison Street, 22nd Floor

          Chicago,
            IL 60661

          


          Attention:
            Treasury Documentation

          


          Telephone:
             312-904-5214

          Fax:
             312-904-0392

          


          (2)
            For
            all other purposes to the Office through which Party A
            is
            acting for the purposes of the relevant Transactions:

          


          ABN
            AMRO
            Bank N.V., Amsterdam Head Office

          P.O.
            Box
            283

          1000
            AE
            Amsterdam

          The
            Netherlands

          


          Attention:
            Operations Derivatives Markets

          


          Forex
            Options

          Telephone:
            31-20-6292654

          Telefax:
             31-20-6284832

          


          Swaps

          Telephone:
            31-20-6284448

          Telefax:
             31-20-6281679

          


          Interest
            Related Products

          Telephone:
             31-20-3831226

          Telefax:
             31-20-6282462

          


          Credit
            Derivatives

          Telephone:
            31-20-3831230

          Telefax:
             31-20-3832299

          


          Telex:
            16021 Answerback: ABAM NL

          Electronic
            Messaging System Details: Swift ABNA NL 2A

          


          ABN
            AMRO
            Bank, N.V., Chicago Branch

          540
            West
            Madison Avenue, Suite 2132

          Chicago,
            IL 60661

          


          Attention:
            Treasury Operations

          


          Telephone:
             312-992-5816

          Telefax:
             312-855-5852

          Electronic
            Messaging System Details: ABNA US 33a XXX

          


          ABN
            AMRO
            Bank N.V., London Branch

          199
            Bishopsgate,

          London
            EC2M 3XW,

          United
            Kingdom

          


          Attention:
            Fixed Income Derivatives Documentation

          


          Telex:
            887366 Answerback: ABNALN G

          Telephone:
            44 20 7678 3311

          Telefax:
            44 20 7857 9428

          Electronic
            Messaging System Details: Swift ABNA GB 2L

          


          (For
            all
            purposes)

          


          Address
            for notices or communications to Party B:

          


          Attention:                            
             HSBC
            BANK
            USA, National Association

          452
            Fifth
            Ave.

          New
            York,
            NY 10018

          Facsimile:                            
             212-525-1300

          


          With
            copy
            to:

          


          Attention:             
              Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            MD 21045

          Attention:
            Client Manager, NHEL 2007-1

          Facsimile:              
              (410)
            715-2380

          


          (For
            all
            purposes)

          


          (b)         
             Process
            Agent.
            For the
            purpose of Section 13(c):

          


          Party
            A
            appoints as its Process Agent: Not applicable.

          


          Party
            B
            appoints as its Process Agent: Not applicable.

          


          
            	
                    (c)

                  	
                    Offices.
                      The provisions of Section 10(a) will apply to this
                      Agreement.

                  


          

          


          
            	
                    (d)

                  	
                    Multibranch
                      Party.
                      For the purpose of Section 10(c) of this
                      Agreement:

                  


          

          


          Party
            A
            is a Multibranch Party and may act through its London, Amsterdam and
            Chicago
            offices.

          


          
            	 	
                    Party
                      B is not a Multibranch Party.

                  


          

          


          
            	
                    (e)

                  	
                    Calculation
                      Agent.
                      The Calculation Agent is Party A; provided, however, that if
                      an Event of
                      Default shall have occurred with respect to Party A, Party
                      B shall have
                      the right to appoint as Calculation Agent a third party, reasonably
                      acceptable to Party A, the cost for which shall be borne by
                      Party
                      A.

                  


          

          


          (f)         
             Credit
            Support Document. 

           

          
            	 	
                    Party
                      A:

                  	
                    The
                      Credit Support Annex, and any guarantee in support of Party
                      A’s
                      obligations under this Agreement.

                  


          

          


          Party
            B: The
            Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
            3(b) of the Credit Support Annex.

          


          
            	
                    (g)

                  	
                    Credit
                      Support Provider.

                  


          

          


          Party
            A: The
            guarantor under any guarantee in support of Party A’s obligations under this
            Agreement.

          


          Party
            B: None.

          


          
            	
                    (h)

                  	
                    Governing
                      Law.
                      The parties to this Agreement hereby agree that the law of
                      the State of
                      New York shall govern their rights and duties in whole, without
                      regard to
                      the conflict of law provisions thereof other than New York
                      General
                      Obligations Law Sections 5-1401 and 5-1402.


                  


          

          


          
            	
                    (i)

                  	
                    Netting
                      of Payments.
                      The parties agree that subparagraph (ii) of Section 2(c) will
                      apply to
                      each Transaction hereunder. 

                  


          

          


          
            	
                    (j)

                  	
                    Affiliate.“Affiliate”
                      shall have the meaning assigned thereto in Section 14; provided,
                      however,
                      that Party B shall be deemed to have no Affiliates for purposes
                      of this
                      Agreement, including for purposes of Section
                      6(b)(ii).

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Part
            5.  Others
            Provisions.

          


          
            	
                    (a)

                  	
                    Definitions.
                      Unless
                      otherwise specified in a Confirmation, this Agreement and each
                      Transaction
                      under this Agreement are subject to the 2000 ISDA Definitions
                      as published
                      and copyrighted in 2000 by the International Swaps and Derivatives
                      Association, Inc. (the “Definitions”),
                      and will be governed in all relevant respects by the provisions
                      set forth
                      in the Definitions, without regard to any amendment to the
                      Definitions
                      subsequent to the date hereof. The provisions of the Definitions
                      are
                      hereby incorporated by reference in and shall be deemed a part
                      of this
                      Agreement, except that (i) references in the Definitions to
                      a “Swap
                      Transaction” shall be deemed references to a “Transaction” for purposes of
                      this Agreement, and (ii) references to a “Transaction” in this Agreement
                      shall be deemed references to a “Swap Transaction” for purposes of the
                      Definitions. Each term capitalized but not defined in this
                      Agreement shall
                      have the meaning assigned thereto in the Pooling and Servicing
                      Agreement.

                  


          

           

          (b)          Amendments
            to ISDA Master Agreement.

          


          
            	 	
                    (i)

                  	
                    Single
                      Agreement.
                      Section 1(c) is hereby amended by the adding the words “including, for the
                      avoidance of doubt, the Credit Support Annex” after the words “Master
                      Agreement”. 

                  


          

          


          
            	 	
                    (ii)

                  	
                    [Reserved]

                  


          

          


          
            	 	
                    (iii)

                  	
                    Change
                      of Account.
                      Section 2(b) is hereby amended by the addition of the following
                      after the
                      word “delivery” in the first line
                      thereof:

                  


          

           

          “to
            another account in the same legal and tax jurisdiction as the original
            account”.

          


          
            	 	
                    (iv)

                  	
                    Representations.
                      Section 3 is hereby amended by adding at the end thereof the
                      following
                      subsection (g): 

                  


          

          


          
            	 	
                    “(g)

                  	
                    Relationship
                      Between Parties. 

                  


          

          


          
            	 	
                    (1)

                  	
                    Nonreliance.
                      (i) It is not relying on any statement or representation of
                      the other
                      party regarding the Transaction (whether written or oral),
                      other than the
                      representations expressly made in this Agreement or the Confirmation
                      in
                      respect of that Transaction and (ii) it has consulted with
                      its own legal,
                      regulatory, tax, business, investment, financial and accounting
                      advisors
                      to the extent it has deemed necessary, and it has made its
                      own investment,
                      hedging and trading decisions based upon its own judgment and
                      upon any
                      advice from such advisors as it has deemed necessary and not
                      upon any view
                      expressed by the other party.

                  


          

           

          
            	 	
                    (2)

                  	
                    Evaluation
                      and Understanding. (i) It has the capacity to evaluate (internally
                      or
                      through independent professional advice) the Transaction and
                      has made its
                      own decision to enter into the Transaction and (ii) It understands
                      the
                      terms, conditions and risks of the Transaction and is willing
                      and able to
                      accept those terms and conditions and to assume those risks,
                      financially
                      and otherwise. 

                  


          

          


          
            	 	
                    (3)

                  	
                    Purpose.
                      It is entering into the Transaction for the purposes of managing
                      its
                      borrowings or investments, hedging its underlying assets or
                      liabilities or
                      in connection with a line of business.


                  


          

          


          
            	 	
                    (4)

                  	
                    Status
                      of Parties. The other party is not acting as an agent, fiduciary
                      or
                      advisor for it in respect of the Transaction.


                  


          

          


          
            	 	
                    (5)

                  	
                    Eligible
                      Contract Participant. It is an “eligible swap participant” as such term is
                      defined in, Section 35.1(b)(2) of the regulations (17 C.F.R.
                      35)
                      promulgated under, and an “eligible contract participant” as defined in
                      Section 1(a)(12) of the Commodity Exchange Act, as
                      amended.”

                  


          

          


          
            	 	
                    (v)

                  	
                    Transfer
                      to Avoid Termination Event.
                      Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                      Event Upon Merger occurs and the Burdened Party is the Affected
                      Party,”
                      and (ii) by deleting the words “to transfer” and inserting the words “to
                      effect a Permitted Transfer” in lieu
                      thereof.

                  


          

          


          
            	 	
                    (vi)

                  	
                    Jurisdiction.
                      Section
                      13(b) is hereby amended by: (i) deleting in the second line
                      of
                      subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                      end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                      deleting the final paragraph
                      thereof.

                  


          

          


          
            	 	
                    (vii)

                  	
                    Local
                      Business Day.
                      The definition of Local Business Day in Section 14 is hereby
                      amended by
                      the addition of the words “or any Credit Support Document” after “Section
                      2(a)(i)” and the addition of the words “or Credit Support Document” after
                      “Confirmation”. 

                  


          

          


          
            	
                    (c)

                  	
                    Additional
                      Termination Events.
                      The following Additional Termination Events will
                      apply:

                  


          

           

          
            
              	 	
                      (i)

                    	
                      
                        First
                          Rating Trigger Collateral.
                          If
                          (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                          occurred and been continuing for 30 or more Local Business
                          Days and (B)
                          Party
                          A has failed to comply with or perform any obligation to
                          be complied with
                          or performed by Party A in accordance with the Credit Support
                          Annex, then
                          an Additional Termination Event shall have occurred with
                          respect to Party
                          A and Party A shall be the sole Affected Party with respect
                          to such
                          Additional Termination Event.


                      

                    


            

            
               

              
                
                  	 	
                          (ii)

                        	
                          
                            
                              Second
                                Rating Trigger Replacement.
                                If
                                (A) a Required Ratings Downgrade Event has occurred
                                and been continuing
                                for 30 or more Local Business Days and (B) (i) at
                                least one Eligible
                                Replacement has made a Firm Offer to be the transferee
                                of all of Party A’s
                                rights and obligations under this Agreement (and
                                such Firm Offer remains
                                an offer that will become legally binding upon such
                                Eligible Replacement
                                upon acceptance by the offeree) and/or (ii) an Eligible
                                Guarantor has made
                                a Firm Offer to provide an Eligible Guarantee (and
                                such Firm Offer remains
                                an offer that will become legally binding upon such
                                Eligible Guarantor
                                immediately upon acceptance by the offeree), then
                                an Additional
                                Termination Event shall have occurred with respect
                                to Party A and Party A
                                shall be the sole Affected Party with respect to
                                such Additional
                                Termination Event. 

                            

                          

                        


                

                 

              

            

          

          
            	 	
                    (iii)

                  	
                    Amendment
                      of Pooling and Servicing Agreement.
                      If, without the prior written consent of Party A where such
                      consent is
                      required under the Pooling and Servicing Agreement (such consent
                      not to be
                      unreasonably withheld), an amendment is made to the Pooling
                      and Servicing
                      Agreement (excluding, for the avoidance of doubt, any amendment
                      to the
                      Pooling and Servicing Agreement that is entered into solely
                      for the
                      purpose of appointing a successor servicer, master servicer,
                      securities
                      administrator, trustee or other service provider), an Additional
                      Termination Event shall have occurred with respect to Party
                      B and Party B
                      shall be the sole Affected Party with respect to such Additional
                      Termination Event. 

                  


          

          


          
            	 	
                    (iv)

                  	
                    Trust
                      Termination.
                      If the Trust is terminated pursuant to the Pooling and Servicing
                      Agreement
                      other than in an Optional Termination, an Additional Termination
                      Event
                      shall have occurred with respect to Party B and Party B shall
                      be the sole
                      Affected Party with respect to such Additional Termination
                      Event.
                      Notwithstanding anything in Section 6 to the contrary, any
                      amounts due as
                      a result of the occurrence of an Additional Termination Event
                      described in
                      this paragraph (iv) may be calculated prior to the related
                      Early
                      Termination Date and shall be payable on the final Distribution
                      Date in
                      connection with the termination of the
                      trust.

                  


          

          


          
            	 	
                    (v)

                  	
                    Optional
                      Termination of Securitization.
                      An
                      Additional Termination Event shall occur upon the notice to
                      Certificateholders of an Optional Termination becoming unrescindable
                      in
                      accordance with Article IX of the Pooling and Servicing Agreement
                      (such
                      notice, the “Optional
                      Termination Notice”).
                      With respect to such Additional Termination Event: (A) Party
                      B shall be
                      the sole Affected Party; (B) notwithstanding anything to the
                      contrary in
                      Section 6(b)(iv) or Section 6(c)(i), the final Distribution
                      Date specified
                      in the Optional Termination Notice is hereby designated as
                      the Early
                      Termination Date for this Additional Termination Event in respect
                      of all
                      Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
                      applicable to
                      any Affected Transaction in
                      connection with the Early Termination Date resulting from this
                      Additional
                      Termination Event; notwithstanding anything to the contrary
                      in Section
                      6(c)(ii), payments and deliveries under Section 2(a)(i) or
                      Section 2(e) in
                      respect of the Terminated Transactions resulting from this
                      Additional
                      Termination Event will be required to be made through and including
                      the
                      Early Termination Date designated
                      as a result of this Additional Termination Event; provided,
                      for the
                      avoidance of doubt, that any such payments or deliveries that
                      are made on
                      or prior to such Early Termination Date will not be treated
                      as Unpaid
                      Amounts in determining the amount payable in respect of such
                      Early
                      Termination Date; (D) notwithstanding anything to the contrary
                      in Section
                      6(d)(i), (I) if, on the day that is four Business Days prior
                      to the final
                      Distribution Date specified in the Optional Termination Notice,
                      no later
                      than 4:00 pm New York City time the Trustee requests the amount
                      of the
                      Estimated Swap Termination Payment, Party A shall provide to
                      the Trustee
                      in writing (which may be done in electronic format) the amount
                      of the
                      Estimated Swap Termination Payment no later than 2:00 pm New
                      York City
                      time on the following Business Day and (II) if the Trustee
                      provides
                      written notice (which may be done in electronic format) to
                      Party A no
                      later than two Business Days prior to the final Distribution
                      Date
                      specified in the Optional Termination Notice that all requirements
                      of the
                      Optional Termination have been met, then Party A shall, no
                      later than one
                      Business Day prior to the final Distribution Date specified
                      in the
                      Optional Termination Notice, make the calculations contemplated
                      by Section
                      6(e) of the ISDA Master Agreement (as amended herein) and provide
                      to the
                      Trustee in writing (which may be done in electronic format)
                      the amount
                      payable by either Party B or Party A in respect of the related
                      Early
                      Termination Date in
                      connection with this Additional Termination Event; provided,
                      however, that
                      the amount payable by Party B, if any, in respect of the related
                      Early
                      Termination Date shall be the lesser of (x) the amount calculated
                      to be
                      due by Party B pursuant to Section 6(e) and (y) the Estimated
                      Swap
                      Termination Payment; and (E) notwithstanding anything to the
                      contrary in
                      this Agreement, any amount due from Party B to Party A in respect
                      of this
                      Additional Termination Event will be payable on the final Distribution
                      Date specified in the Optional Termination Notice and any amount
                      due from
                      Party A to Party B in respect of this Additional Termination
                      Event will be
                      payable one Business Day prior to the final Distribution Date
                      specified in
                      the Optional Termination Notice. 

                  


          

          


          The
            Trustee shall be an express third party beneficiary of this Agreement
            as if a
            party hereto to the extent of the Trustee’s rights specified herein.


          


          
            	 	
                    (vi)

                  	
                    Information
                      Required by Regulation AB. If
                      Party A fails to comply with the provisions of Part 5(e) upon
                      the
                      occurrence of a Swap Disclosure Event, then an Additional Termination
                      Event shall have occurred with respect to Party A and Party
                      A shall be the
                      sole Affected Party with respect to such Additional Termination
                      Event.
                      

                  


          

          


          
            	
                    (d)

                  	
                    Rating
                      Agency Downgrade. 

                  


          

          


          
            	 	
                    (i)

                  	
                    S&P
                      Downgrade. 

                  


          

          


          
            	 	
                    (1)

                  	
                    In
                      the event that a S&P Approved Ratings Downgrade Event occurs and is
                      continuing, then within 30 days after such rating downgrade,
                      Party A
                      shall, subject to the Rating Agency Condition with respect
                      to S&P, at
                      its own expense, either (A) procure a Permitted Transfer, (B)
                      procure an
                      Eligible Guarantee or (C) post collateral in accordance with
                      the Credit
                      Support Annex.

                  


          

          


          
            	 	
                    (2)

                  	
                    In
                      the event that a S&P Required Ratings Downgrade Event occurs and is
                      continuing, then, within 30 Local Business Days after such
                      withdrawal or
                      downgrade, Party A shall, subject to the Rating Agency Condition,
                      at its
                      own expense, procure either (A) a Permitted Transfer or (B)
                      an Eligible
                      Guarantee.

                  


          

          


          
            	 	
                    (ii)

                  	
                    Moody’s
                      Downgrade Event. 

                  


          

          


          
            	 	
                    (1)

                  	
                    In
                      the event that no Relevant Entity has credit ratings from Moody’s at least
                      equal to the Moody’s Second Trigger Ratings Threshold, then Party A shall,
                      as soon as reasonably practicable and so long as a Moody’s Second Trigger
                      Ratings Event is in effect, at its own expense, using commercially
                      reasonable efforts, procure either (A) a Permitted Transfer
                      or (B) an
                      Eligible Guarantee. 

                  


          

          


          
            	
                    (e)
                      

                  	
                    Compliance
                      with Regulation AB. (i)
                      For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
                      Securities
                      (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                      under the Securities Act of 1933, as amended, and the Securities
                      Exchange
                      Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                      by the Securities and Exchange Commission and its staff, if
                      the Depositor
                      or Party B makes a determination, acting reasonably and in
                      good faith,
                      that the applicable “significance percentage” with respect to this
                      Agreement has reached
                      (x) 8% or more (but less than 18%) or (y) 18% or more, (a
                      “Swap Disclosure Event”), then Party A shall (or shall cause its Credit
                      Support Provider to), within ten (10) business days after receipt
                      of
                      notice to that effect from the Depositor, at its sole expense,
                      take one of
                      the following actions (each subject to satisfaction of the
                      Rating Agency
                      Condition): (1) provide (including, if permitted by Regulation
                      AB,
                      provision by reference to reports filed pursuant to the Exchange
                      Act or
                      otherwise publicly available information): (A) the financial
                      data required
                      by Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item
                      1115(b)(1); (B) financial statements meeting the requirements
                      of
                      Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but excluding 17
                      C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R.
                      ss. ss.
                      210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2);
                      or (C) such
                      other financial information as may at the time be required
                      or permitted to
                      be provided in satisfaction of the requirements of Item 1115(b),
                      together
                      with accountants consents and/or a procedure letter relating
                      thereto; or
                      (2) secure an Approved Replacement that is able to comply with
                      the
                      requirements of Item 1115(b) of Regulation AB to replace Party
                      A as party
                      to this Agreement, on substantially similar terms, the debt
                      rating of
                      which entity (or credit support provider therefor) meets or
                      exceeds the
                      applicable requirements of the applicable Rating Agencies,
                      or (3)
                      post collateral in an amount sufficient to reduce the “significance
                      percentage” with respect to this Agreement (1) to 7% if the Depositor has
                      notified Party A that the “significance percentage” is 8% or more (but
                      less than 18%) or (2) to 17% if the Depositor has notified
                      the Derivative
                      Provider that the “significance percentage” is 18% or more.

                  


          

          


          (ii)
            For
            so long as the aggregate significance percentage is 10% or more, Party
            A shall
            (or shall cause its Credit Support Provider to) provide any updates to
            the
            information provided pursuant to clause (i)(1) above to the Depositor
            within
            five (5) Business Days following availability thereof (but in no event
            more than
            45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
            for any half-year update, and in no event more than 90 days after the
            end of
            each of Party A’s Credit Support Provider’s fiscal year for any annual
            update).

          


          (iii)
            All
            information provided pursuant to clauses (i)(1) and (ii) above (all such
            information, “Swap Financial Disclosure”) shall be in a form suitable for
            conversion to the format required for filing by the Depositor with the
            Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
            In
            addition, any such information, if audited, shall be accompanied by any
            necessary auditor’s consents or, if such information is unaudited, shall be
            accompanied by an appropriate agreed-upon procedures letter from Party
            A’s
            accountants. If permitted by Regulation AB, any such information may
            be provided
            by reference to or incorporation by reference from reports filed pursuant
            to the
            Exchange Act.

          


          (iv)
            Party A agrees that, in the event that Party A provides Swap Financial
            Disclosure to Depositor in accordance with paragraph (iii) above or causes
            its
            Credit Support Provider to provide Swap Financial Disclosure to Depositor
            in
            accordance with paragraph (iii) above, it will indemnify and hold harmless
            Depositor, its respective directors or officers and any person controlling
            Depositor, from and against any and all losses, claims, damages and liabilities
            (any “Damage”) caused by any untrue statement or alleged untrue statement of a
            material fact contained in such Swap Financial Disclosure (as of the
            date of
            such Swap Financial Disclosure) or caused by any omission or alleged
            omission to
            state in such Swap Financial Disclosure a material fact required to be
            stated
            therein or necessary to make the statements therein, in light of the
            circumstances under which they were made, not misleading (as of the date
            of such
            Swap Financial Disclosure); provided, however that the foregoing shall
            not apply
            to any Damage caused by the negligence or any willful action of Depositor
            or any
            other party (other than Party A or any of its affiliates or any of their
            respective agents), including without limitation any failure to calculate
            the
            Significance Percentage according to the terms of this Agreement or to
            make any
            filing as and when required under Regulation AB.

          


          (v)
            Third
            Party Beneficiary. The Depositor shall be an express third party beneficiary
            of
            this Agreement as if a party hereto to the extent of the Depositor’s rights
            explicitly specified in this Part 5(e).

          


          
            	
                    (f)

                  	
                    Transfers. 

                  


          

           

          (i)             Section
            7
            is hereby amended to read in its entirety as follows:

           

          “Subject
            to any Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d), the
            Item 1115
            Agreement or the succeeding sentence, neither Party A nor Party B is
            permitted
            to assign, novate or transfer (whether by way of security or otherwise)
            as a
            whole or in part any of its rights, obligations or interests under the
            Agreement
            or any Transaction unless (a) the prior written consent of the other
            party is
            obtained, and (b) the Rating Agency Condition has been satisfied with
            respect to
            S&P. At any time at which no Relevant Entity has credit ratings at least
            equal to the Approved Ratings Threshold, Party A may make a Permitted
            Transfer.”


           

          
            	 	
                    (ii)

                  	
                    If
                      an Eligible Replacement has made a Firm Offer (which remains
                      an offer that
                      will become legally binding upon acceptance by Party B) to
                      be the
                      transferee pursuant to a Permitted Transfer, Party B shall,
                      at Party A’s
                      written request and at Party A’s expense, execute such documentation
                      provided to it as reasonably deemed necessary by Party
                      A.

                  


          

           

          
            	
                    (g)

                  	
                    Non-Recourse.
                      Party A acknowledges and agree that, notwithstanding any provision
                      in this
                      Agreement to the contrary, the obligations of Party B hereunder
                      are
                      limited recourse obligations of Party B, payable solely from
                      the
                      Supplemental Interest Trust and the proceeds thereof, in accordance
                      with
                      the priority of payments and other terms of the Pooling and
                      Servicing
                      Agreement and that Party A will not have any recourse to any
                      of the
                      directors, officers, agents, employees, shareholders or affiliates
                      of the
                      Party B with respect to any claims, losses, damages, liabilities,
                      indemnities or other obligations in connection with any transactions
                      contemplated hereby. In the event that the Supplemental Interest
                      Trust and
                      the proceeds thereof, should be insufficient to satisfy all
                      claims
                      outstanding and following the realization of the account held
                      by the
                      Supplemental Interest Trust and the proceeds thereof, any claims
                      against
                      or obligations of Party B under the ISDA Master Agreement or
                      any other
                      confirmation thereunder still outstanding shall be extinguished
                      and
                      thereafter not revive. The Supplemental Interest Trust Trustee
                      shall not
                      have liability for any failure or delay in making a payment
                      hereunder to
                      Party A due to any failure or delay in receiving amounts in
                      the account
                      held by the Supplemental Interest Trust from the Trust created
                      pursuant to
                      the Pooling and Servicing Agreement. For the avoidance of doubt,
                      nothing
                      in this Part 5(g) shall preclude Party A from declaring an
                      Event of
                      Default or from exercising any other right or remedy as set
                      forth in this
                      Agreement or the Pooling and Servicing Agreement. This provision
                      will
                      survive the termination of this
                      Agreement.

                  


          

          


          
            	
                    (h)

                  	
                    Timing
                      of Payments
                      by Party B upon Early Termination.
                      Notwithstanding anything to the contrary in Section 6(d)(ii),
                      to the
                      extent that all or a portion (in either case, the “Unfunded Amount”) of
                      any amount that is calculated as being due in respect of any
                      Early
                      Termination Date under Section 6(e) from Party B to Party A
                      will be paid
                      by Party B from amounts other than any upfront payment paid
                      to Party B by
                      an Eligible Replacement that has entered a Replacement Transaction
                      with
                      Party B, then such Unfunded Amount shall be due on the Distribution
                      Date
                      immediately following the date on which the payment would have
                      been
                      payable as determined in accordance with Section 6(d)(ii),
                      and on any
                      subsequent Distribution Dates until paid in full (or if such
                      Early
                      Termination Date is the final Distribution Date, on such final
                      Distribution Date); provided, however, that if the date on
                      which the
                      payment would have been payable as determined in accordance
                      with Section
                      6(d)(ii) is a Distribution Date, such payment will be payable
                      on such
                      Distribution Date.

                  


          

          


          
            	
                    (i)

                  	
                    Rating
                      Agency Notifications. Notwithstanding
                      any other provision of this Agreement, no Early Termination
                      Date shall be
                      effectively designated hereunder by Party B and no transfer
                      of any rights
                      or obligations under this Agreement shall be made by either
                      party unless
                      each Swap Rating Agency has been given prior written notice
                      of such
                      designation or transfer. 

                  


          

          


          
            	
                    (j)

                  	
                    No
                      Set-off.
                      Except as expressly provided for in Section 2(c), Section 6
                      or Part
                      1(f)(i)(D) hereof, and notwithstanding any other provision
                      of this
                      Agreement or any other existing or future agreement, each party
                      irrevocably waives any and all rights it may have to set off,
                      net, recoup
                      or otherwise withhold or suspend or condition payment or performance
                      of
                      any obligation between it and the other party hereunder against
                      any
                      obligation between it and the other party under any other agreements.
                      Section 6(e) shall be amended by deleting the following sentence:
“The
                      amount, if any, payable in respect of an Early Termination
                      Date and
                      determined pursuant to this Section will be subject to any
                      Set-off.”.

                  


          

           

          
            	
                    (k)

                  	
                    Amendment.
                      Notwithstanding any provision to the contrary in this Agreement,
                      no
                      amendment of either this Agreement or any Transaction under
                      this Agreement
                      shall be permitted by either party unless each of the Swap
                      Rating Agencies
                      has been provided prior written notice of the same and such
                      amendment
                      satisfies the Rating Agency Condition with respect to S&P.
                      

                  


          

          


          
            	
                    (l)

                  	
                    Notice
                      of Certain Events or Circumstances.
                      Each Party agrees, upon learning of the occurrence or existence
                      of any
                      event or condition that constitutes (or that with the giving
                      of notice or
                      passage of time or both would constitute) an Event of Default
                      or
                      Termination Event with respect to such party, promptly to give
                      the other
                      Party and to each Swap Rating Agency notice of such event or
                      condition;
                      provided that failure to provide notice of such event or condition
                      pursuant to this Part 5(l) shall not constitute an Event of
                      Default or a
                      Termination Event.

                  


          

           

          (m)        
             Proceedings.
            No
            Relevant Entity shall institute against, or cause any other person to
            institute
            against, or join any other person in instituting against Party B, the
            Supplemental Interest Trust, or the trust formed pursuant to the Pooling
            and
            Servicing Agreement, in any bankruptcy, reorganization, arrangement,
            insolvency
            or liquidation proceedings or other proceedings under any federal or
            state
            bankruptcy or similar law for a period of one year (or, if longer, the
            applicable preference period) and one day following payment in full of
            the
            Certificates and any Notes; provided however, that this provision shall
            not
            preclude, or be deemed to stop, a Relevant Entity or an Affiliate of
            a Relevant
            Entity (i) from taking any action prior to the expiration of the aforementioned
            one year and one day period, or if longer the applicable preference period
            then
            in effect, in (A) any case or proceeding voluntarily filed or commenced
            by Party
            B or (B) any involuntary insolvency proceeding filed or commenced by
            a Person
            other than a Relevant Entity or an Affiliate of a Relevant Entity, or
            (ii) from
            commencing against Party B or any of the Mortgage Loans any legal action
            which
            is not a bankruptcy, reorganization, arrangement, insolvency, moratorium,
            liquidation or similar proceeding. This provision will survive the termination
            of this Agreement. 

          


          
            	
                    (n)

                  	
                    Supplemental
                      Interest Trust Trustee Limitation of Liability. It
                      is expressly understood and agreed by the parties hereto that
                      (a) this
                      Agreement is executed and delivered by HSBC Bank USA, National
                      Association, not individually or personally but solely as the
                      Supplemental
                      Interest Trust Trustee, in the exercise of the powers and authority
                      conferred and vested in it under the Pooling and Servicing
                      Agreement, (b)
                      the representations, warranties, covenants, undertakings and
                      agreements
                      herein made on the part of the Supplemental Interest Trust
                      are made and
                      intended not as personal representations, undertakings and
                      agreements by
                      HSBC Bank USA, National Association but are made and intended
                      for the
                      purpose of binding only the Supplemental Interest Trust, (c)
                      nothing
                      herein contained shall be construed as creating any liability
                      on HSBC Bank
                      USA, National Association, individually or personally, to perform
                      any
                      covenant either expressed or implied contained herein, all
                      such liability,
                      if any, being expressly waived by the parties who are signatories
                      to this
                      Agreement and by any person claiming by, through or under such
                      parties and
                      (d) under no circumstances shall HSBC Bank USA, National Association
                      be
                      personally liable for the payment of any indemnity, indebtedness,
                      fees or
                      expenses of the Supplemental Interest Trust or be liable for
                      the breach or
                      failure of any obligation, representation, warranty or covenant
                      made or
                      undertaken by the Supplemental Interest Trust under this
                      Agreement.

                  


          

          


          
            	
                    (o)

                  	
                    Severability.
                      If
                      any term, provision, covenant, or condition of this Agreement,
                      or the
                      application thereof to any party or circumstance, shall be
                      held to be
                      invalid or unenforceable (in whole or in part) in any respect,
                      the
                      remaining terms, provisions, covenants, and conditions hereof
                      shall
                      continue in full force and effect as if this Agreement had
                      been executed
                      with the invalid or unenforceable portion eliminated, so long
                      as this
                      Agreement as so modified continues to express, without material
                      change,
                      the original intentions of the parties as to the subject matter
                      of this
                      Agreement and the deletion of such portion of this Agreement
                      will not
                      substantially impair the respective benefits or expectations
                      of the
                      parties; provided, however, that this severability provision
                      shall not be
                      applicable if any provision of Section 2, 5, 6, or 13 (or any
                      definition
                      or provision in Section 14 to the extent it relates to, or
                      is used in or
                      in connection with any such Section) shall be so held to be
                      invalid or
                      unenforceable. 

                  


          

          


          The
            parties shall endeavor to engage in good faith negotiations to replace
            any
            invalid or unenforceable term, provision, covenant or condition with
            a valid or
            enforceable term, provision, covenant or condition, the economic effect
            of which
            comes as close as possible to that of the invalid or unenforceable term,
            provision, covenant or condition. 

          


          
            	
                    (p)

                  	
                    Agent
                      for Party B. Party
                      A acknowledges that the Supplemental Interest Trust Trustee
                      has been
                      appointed as agent under the Pooling and Servicing Agreement
                      to carry out
                      certain functions on behalf of Party B, and that the Supplemental
                      Interest
                      Trust Trustee shall be entitled to give notices and to perform
                      and satisfy
                         the obligations of Party B hereunder on behalf of Party
                      B.

                  


          

           

          
            	
                    (q)

                  	
                    Escrow
                      Payments.
                      If
                      (whether by reason of the time difference between the cities
                      in which
                      payments are to be made or otherwise) it is not possible for
                      simultaneous
                      payments to be made on any date on which both parties are required
                      to make
                      payments hereunder, either Party may at its option and in its
                      sole
                      discretion notify the other Party that payments on that date
                      are to be
                      made in escrow. In this case deposit of the payment due earlier
                      on that
                      date shall be made by 2:00 pm (local time at the place for
                      the earlier
                      payment) on that date with an escrow agent selected by the
                      notifying
                      party, accompanied by irrevocable payment instructions (i)
                      to release the
                      deposited payment to the intended recipient upon receipt by
                      the escrow
                      agent of the required deposit of any corresponding payment
                      payable by the
                      other party on the same date accompanied by irrevocable payment
                      instructions to the same effect or (ii) if the required deposit
                      of the
                      corresponding payment is not made on that same date, to return
                      the payment
                      deposited to the party that paid it into escrow. The party
                      that elects to
                      have payments made in escrow shall pay all costs of the escrow
                      arrangements.

                  


          

           

          
            	
                    (r)

                  	
                    Consent
                      to Recording.
                      Each party hereto consents to the monitoring or recording,
                      at any time and
                      from time to time, by the other party of any and all communications
                      between trading, marketing, and operations personnel of the
                      parties and
                      their Affiliates, waives any further notice of such monitoring
                      or
                      recording, and agrees to notify such personnel of such monitoring
                      or
                      recording. 

                  


          

          


          
            	
                    (s)

                  	
                    Waiver
                      of Jury Trial.
                      Each party waives any right it may have to a trial by jury
                      in respect of
                      any in respect of any suit, action or proceeding relating to
                      this
                      Agreement or any Credit Support Document.


                  


          

          


          
            	
                    (t)

                  	
                    Form
                      of ISDA Master Agreement. Party
                      A and Party B hereby agree that the text of the body of the
                      ISDA Master
                      Agreement is intended to be the printed form of the ISDA Master
                      Agreement
                      (Multicurrency -
                      Crossborder) as published and copyrighted in 1992 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

          


          
            	
                    (u)

                  	
                    Payment
                      Instructions.
                      Party A hereby agrees that, unless notified in writing by Party
                      B of other
                      payment instructions, any and all amounts payable by Party
                      A to Party B
                      under this Agreement shall be paid to the account specified
                      in Item 4 of
                      this Confirmation, below. 

                  


          

          


          
            	
                    (v)

                  	
                    Additional
                      representations.

                  


          

          


          
            	 	
                    (i)

                  	
                    Representations
                      of Party A.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      each Transaction that:--

                  


          

           

          Party
            A’s
            obligations under this Agreement rank pari passu with all of Party A’s other
            unsecured, unsubordinated obligations except those obligations preferred
            by
            operation of law.

          


          
            	 	
                    (ii)

                  	
                    Representations
                      of Party B.
                      Party B represents to Party A on the date on which Party B
                      enters into
                      each Transaction that:--

                  


          

           

          In
            its
            capacity as Supplemental Interest Trust Trustee of the Supplemental Interest
            Trust, the Supplemental Interest Trust Trustee has been authorized under
            the
            Pooling and Servicing Agreement to execute this Agreement, to deliver
            this
            Agreement, to perform the obligations (on behalf of the Supplemental
            Interest
            Trust) under this Agreement and any obligations (on behalf of the Supplemental
            Interest Trust) under any Credit Support Document to which the Supplemental
            Interest Trust Trustee on behalf of the Supplemental Interest Trust is
            party and
            has taken all necessary action to authorize such execution, delivery
            and
            performance.

           

          
            	 	
                    (iii)

                  	
                    Capacity.
                      Party A represents to Party B on the date on which Party A
                      enters into
                      this Agreement that it is entering into the Agreement and the
                      Transaction
                      as principal and not as agent of any person. The Supplemental
                      Interest
                      Trust Trustee represents to Party A on the date on which the
                      Supplemental
                      Interest Trust Trustee executes this Agreement that it is executing
                      the
                      Agreement and the Transaction in its capacity as Supplemental
                      Interest
                      Trust Trustee on behalf of the Supplemental Interest
                      Trust.

                  


          

           

          
            	
                    (w)

                  	
                    Acknowledgements.

                  


          

          


          
            	 	
                    (i)

                  	
                    Substantial
                      financial transactions.
                      Each party hereto is hereby advised and acknowledges as of
                      the date hereof
                      that the other party has engaged in (or refrained from engaging
                      in)
                      substantial financial transactions and has taken (or refrained
                      from
                      taking) other material actions in reliance upon the entry by
                      the parties
                      into the Transaction being entered into on the terms and conditions
                      set
                      forth herein and in the Pooling and Servicing Agreement relating
                      to such
                      Transaction, as applicable. This paragraph shall be deemed
                      repeated on the
                      trade date of each Transaction.

                  


          

           

          
            	 	
                    (ii)

                  	
                    Bankruptcy
                      Code.
                      Subject to Part 5(m), without limiting the applicability if
                      any, of any
                      other provision of the U.S. Bankruptcy Code as amended (the
“Bankruptcy
                      Code”) (including without limitation Sections 362, 546, 556, and
                      560
                      thereof and the applicable definitions in Section 101 thereof),
                      the
                      parties acknowledge and agree that all Transactions entered
                      into hereunder
                      will constitute “forward contracts” or “swap agreements” as defined in
                      Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                      Section 761 of the Bankruptcy Code, that the rights of the
                      parties under
                      Section 6 of this Agreement will constitute contractual rights
                      to
                      liquidate Transactions, that any margin or collateral provided
                      under any
                      margin, collateral, security, pledge, or similar agreement
                      related hereto
                      will constitute a “margin payment” as defined in Section 101 of the
                      Bankruptcy Code, and that the parties are entities entitled
                      to the rights
                      under, and protections afforded by, Sections 362, 546, 556,
                      and 560 of the
                      Bankruptcy Code.

                  


          

           

          
            	 	
                    (iii)

                  	
                    Regarding
                      Party A.
                      Party B acknowledges and agrees that Party A has had and will
                      have no
                      involvement in and, accordingly Party A accepts no responsibility
                      for: (i)
                      the establishment, structure, or choice of assets of Party
                      B; (ii) the
                      selection of any person performing services for or acting on
                      behalf of
                      Party B; (iii) the selection of Party A as the swap counterparty;
                      (iv) the
                      terms of the Certificates; (v) the preparation of or passing
                      on the
                      disclosure and other information contained in any offering
                      circular for
                      the Certificates, the Pooling and Servicing Agreement, or any
                      other
                      agreements or documents used by Party B or any other party
                      in connection
                      with the marketing and sale of the Certificates (other than
                      information
                      provided by Party A for purposes of the disclosure document
                      relating to
                      the Group II Offered Certificates, (vi) the ongoing operations
                      and
                      administration of Party B, including the furnishing of any
                      information to
                      Party B which is not specifically required under this Agreement;
                      or (vii)
                      any other aspect of Party B's
                      existence.

                  


          

           

          
            	
                    (x)

                  	
                    [Reserved]

                  


          

           

          
            	
                    (y)

                  	
                    [Reserved]

                  


          

           

          (z)         
             Additional
            Definitions. 

           

          As
            used
            in this Agreement, the following terms shall have the meanings set forth
            below,
            unless the context clearly requires otherwise: 

           

          “Approved
            Ratings Threshold”
            means
            each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
            Ratings Threshold.

          


          “Approved
            Replacement” means,
            with respect to a Market Quotation, an entity making such Market Quotation,
            which entity would satisfy conditions (a), (b), (c) and (d) of the definition
            of
            Permitted Transfer (as determined by Party B in its sole discretion,
            acting in a
            commercially reasonable manner) if such entity were a Transferee, as
            defined in
            the definition of Permitted Transfer.

          


          “Derivative
            Provider Trigger Event”
            means
            (i) an Event of Default with respect to which Party A is a Defaulting
            Party,
            (ii) a Termination Event with respect to which Party A is the sole Affected
            Party or (iii) an Additional Termination Event with respect to which
            Party A is
            the sole Affected Party.

          


          “Eligible
            Guarantee”
            means an
            unconditional and irrevocable guarantee of all present and future obligations
            (for the avoidance of doubt, not limited to payment obligations) of Party
            A or
            an Eligible Replacement to Party B under this Agreement that is provided
            by an
            Eligible Guarantor as principal debtor rather than surety and that is
            directly
            enforceable by Party B, the form and substance of which guarantee are
            subject to
            the Rating Agency Condition with respect to S&P, and either (A) a law firm
            has given a legal opinion confirming that none of the guarantor’s payments to
            Party B under such guarantee will be subject to Tax
            collected by withholding or
            (B)
            such guarantee provides that, in the event that any of such guarantor’s payments
            to Party B are subject to Tax collected by withholding, such guarantor
            is
            required to pay such additional amount as is necessary to ensure that
            the net
            amount actually received by Party B (free and clear of any Tax collected
            by
            withholding) will equal the full amount Party B would have received had
            no such
            withholding been required.

          


          “Eligible
            Guarantor”
means
            an entity that (A) has credit ratings from S&P at least equal to the S&P
            Approved Ratings Threshold, and (B) has credit ratings from Moody’s at least
            equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
            avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
            with
            credit ratings below the Approved Ratings Threshold will not cause a
            Collateral
            Event (as defined in the Credit Support Annex) not to occur or continue.
            All
            credit ratings described in this definition of Eligible Guarantor shall
            be
            provided to Party B in writing upon request of Party B.

          


          “Eligible
            Replacement”
            means an
            entity (A) (i) (a) that has credit ratings from S&P at least equal to the
            S&P Approved Ratings Threshold and (b) has credit ratings from Moody’s at
            least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
            avoidance of doubt, that an Eligible Guarantee with credit ratings below
            the
            Approved Ratings Threshold will not cause a Collateral Event (as defined
            in the
            Credit Support Annex) not to occur or continue, or (ii) the present and
            future
            obligations (for the avoidance of doubt, not limited to payment obligations)
            of
            which entity to Party B under this Agreement are guaranteed pursuant
            to an
            Eligible Guarantee and (B) that has executed an Item 1115 Agreement with
            the
            Sponsor and Depositor. All credit ratings described in this definition
            of
            Eligible Replacement shall be provided to Party B in writing upon request
            of
            Party B.

          


          “Estimated
            Swap Termination Payment”
            means,
            with respect to an Early Termination Date, an amount determined by Party
            A in
            good faith and in a commercially reasonable manner as the maximum payment
            that
            could be owed by Party B to Party A in respect of such Early Termination
            Date
            pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
            then
            current market conditions.

          


          “Firm
            Offer”
            means
            (A) with respect to an Eligible Replacement, a quotation from such Eligible
            Replacement (i) in an amount equal to the actual amount payable by or
            to Party B
            in consideration of an agreement between Party B and such Eligible Replacement
            to replace Party A as the counterparty to this Agreement by way of novation
            or,
            if such novation is not possible, an agreement between Party B and such
            Eligible
            Replacement to enter into a Replacement Transaction (assuming that all
            Transactions hereunder become Terminated Transactions), and (ii) that
            constitutes an offer by such Eligible Replacement to replace Party A
            as the
            counterparty to this Agreement or enter a Replacement Transaction that
            will
            become legally binding upon such Eligible Replacement upon acceptance
            by Party
            B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
            Guarantor to provide an Eligible Guarantee that will become legally binding
            upon
            such Eligible Guarantor upon acceptance by the offeree.

          


          


          “Moody’s”
            means
            Moody’s Investors Service, Inc., or any successor thereto. 

          


          “Moody’s
            First Trigger Ratings Event”
means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

          


          “Moody’s
            First Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both
            a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s and a
            short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
            unsecured and unsubordinated debt rating or
            counterparty rating from
            Moody’s of “A2” and a short-term unsecured and unsubordinated debt rating from
            Moody’s of “Prime-1”, or (ii) if such entity has
            only
            a long-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s, a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s of “A1”.

          


          “Moody’s
            Second Trigger Ratings Event” means
            that no
            Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
            Second Trigger Ratings Threshold. 

          


          “Moody’s
            Second Trigger Ratings Threshold” means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, (i) if such entity has both
            a
            long-term unsecured and unsubordinated debt rating or counterparty rating
            from
            Moody’s and a
            short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
            unsecured and unsubordinated debt rating or counterparty rating from
            Moody’s of
“A3” and
            a
            short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
            or (ii) if such entity has
            only
            a long-term
            unsecured and unsubordinated debt
            rating
            or counterparty
            rating
            from Moody’s, a long-term unsecured and unsubordinated debt rating or
            counterparty rating from Moody’s of “A3”.

          


          “Permitted
            Transfer” means
            a
            transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
            the
            Item 1115 Agreement or Part 5(e), or the second sentence of Section 7
            (as
            amended herein) to a transferee (the “Transferee”)
            of all,
            but not less than all, of Party A’s rights, liabilities, duties and obligations
            under this Agreement, with
            respect to which transfer each of the following conditions is
            satisfied:
            (a) the
            Transferee is an Eligible Replacement; (b) Party A and the Transferee
            are both
“dealers in notional principal contracts” within the meaning of Treasury
            regulations section 1.1001-4; (c) as of the date of such transfer the
            Transferee
            would not be required to withhold or deduct on account of Tax from any
            payments
            under this Agreement or would be required to gross up for such Tax under
            Section
            2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
            as a
            result of such transfer; (e) pursuant to a written instrument (the “Transfer
            Agreement”),
            the
            Transferee acquires and assumes all rights and obligations of Party A
            under the
            Agreement and the relevant Transaction; (f) Party B shall have determined,
            in
            its sole discretion, acting in a commercially reasonable manner, that
            such
            Transfer Agreement is effective to transfer to the Transferee all, but
            not less
            than all, of Party A’s rights and obligations under the Agreement and all
            relevant Transactions; (g) Party A will be responsible for any costs
            or expenses
            incurred in connection with such transfer (including any replacement
            cost of
            entering into a replacement transaction); (h) either (A) Moody’s has been given
            prior written notice of such transfer and the Rating Agency Condition
            is
            satisfied with respect to S&P or (B) each Swap Rating Agency has been given
            prior written notice of such transfer and such transfer is in connection
            with
            the assignment and assumption of this Agreement without modification
            of its
            terms, other than party names, dates relevant to the effective date of
            such
            transfer, tax representations (provided that the representations in Part
            2(a)(i)
            are not modified) and any other representations regarding the status
            of the
            substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
            or Part 5(v)(ii), notice information and account details; and (i) such
            transfer
            otherwise complies with the terms of the Pooling and Servicing
            Agreement.

           

          “Rating
            Agency Condition”
            means,
            with respect to any particular proposed act or omission to act hereunder
            and
            each Swap Rating Agency specified in connection with such proposed act
            or
            omission, that the party acting or failing to act must consult with each
            of the
            specified Swap Rating Agencies and receive from each such Swap Rating
            Agency a
            prior written confirmation that the proposed action or inaction would
            not cause
            a downgrade or withdrawal of the then-current rating of any Certificates
            or
            Notes.

          


          “Relevant
            Entity” means
            Party A and, to the extent applicable, a guarantor under an Eligible
            Guarantee.

          


          “Replacement
            Transaction”
            means,
            with respect to any Terminated Transaction or group of Terminated Transactions,
            a transaction or group of transactions that (i) would have the effect
            of
            preserving for Party B the economic equivalent of any payment or delivery
            (whether the underlying obligation was absolute or contingent and assuming
            the
            satisfaction of each applicable condition precedent) by the parties under
            Section 2(a)(i) in respect of such Terminated Transaction or group of
            Terminated
            Transactions that would, but for the occurrence of the relevant Early
            Termination Date, have been required after that Date, and (ii) has terms
            which
            are substantially the same as this Agreement, including, without limitation,
            rating triggers, Regulation AB compliance, and credit support documentation,
            save for the exclusion of provisions relating to Transactions that are
            not
            Terminated Transaction, as determined by Party B in its sole discretion,
            acting
            in a commercially reasonable manner.

          


          “Required
            Ratings Downgrade Event”
            means
            that no Relevant Entity has credit ratings at least equal to the Required
            Ratings Threshold. For purposes of determining whether a Required Ratings
            Downgrade Event has occurred, each Relevant Entity will, upon request,
            provide
            its credit ratings to Party B in writing.

          


          “Required
            Ratings Threshold” means
            each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
            Ratings Threshold.

          


          “S&P”
            means
            Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
            Inc., or any successor thereto. 

          


          “S&P
            Approved Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a short-term unsecured and unsubordinated debt
            rating from
            S&P of “A-1”, or, if such entity does not have a short-term unsecured and
            unsubordinated debt rating from S&P, a long-term unsecured and
            unsubordinated debt rating or counterparty rating from S&P of
“A+”.

          


          “S&P
            Approved Ratings Downgrade Event”
means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Approved Ratings Threshold.

          


          “S&P
            Required Ratings Downgrade Event”
means
            that no Relevant Entity has credit ratings at least equal to the S&P
            Required Ratings Threshold.

           

          “S&P
            Required Ratings Threshold”
            means,
            with respect to Party A, the guarantor under an Eligible Guarantee or
            an
            Eligible Replacement, a long-term unsecured and unsubordinated debt rating
            or
            counterparty rating from S&P of “BBB+”. 

          


          “Swap
            Rating Agencies”
            means,
            with respect to any date of determination, each of S&P and Moody’s, to the
            extent that each such rating agency is then providing a rating for any
            of the
            Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1
            (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

          


           

          [Remainder
            of this page intentionally left blank.]

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          4.           Account
            Details and Settlement Information:  

           

          


          Payments
            to Party
            A:                        
 ABN
            AMRO
            Bank N.V., New York, ABNAUS33

          CHIPS
            007535

          ABA
            No.
            026009580

          A/C
            Name:
            ABN Amro Bank N.V., London

          A/C
            No.
            /661001036741

          Ref.
            DCM

           

          Payments
            to Party
            B:                          
Wells
            Fargo Bank, N.A.

          ABA
            #
            121-000-248

          For
            Credit to: SAS Clearing

          A/C:
            3970771416

          FFC:
            NHEL
            2007-1 50984502 Supplemental Interest Trust

          


          This
            Agreement may be executed in several counterparts, each of which shall
            be deemed
            an original but all of which together shall constitute one and the same
            instrument.

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          We
            are
            very pleased to have executed this Transaction with you and we look forward
            to
            completing other transactions with you in the near future.

          


          Very
            truly yours,

           

          
            
              	
                      ABN
                        AMRO Bank N.V.

                    	 	 	
                    
	 	 	 	 
	By: 
/s/
                      Robert Furlong	 	 	By: 
/s/
                      Clifford Bullock
	
                      
                        

                      

                      Name:
                        Robert Furlong

                    	 	 	
                      
                        

                      

                      Name:
                        Clifford Bullock

                    
	
                      Title:
                        Authorized Signature

                    	 	 	
                      Title:
                        Authorized Signature

                    


            

             

          

          


          Party
            B,
            acting through its duly authorized signatory, hereby agrees to, accepts
            and
            confirms the terms of the foregoing as of the date hereof.

          


          HSBC
            Bank USA, National Association, not individually, but solely as Supplemental
            Interest Trust Trustee on behalf of the Supplemental Interest Trust with
            respect
            to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
            2007-1

          
             

            
              
                	 	 	 	 
	By:
                        /s/ Elena
                        Zheng  	 	 	 
	
                        
                          

                        

                        Name:
                          Elena Zheng  

                      	 	 	
                         

                      
	
                        Title:
                          Assistant Vice President

                      	 	 	 


              

               

            

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          SCHEDULE
            I

          (All
            such
            dates subject to No Adjustment with respect to Fixed Rate Payer Period
            End Dates
            and adjustment in accordance with the Following Business Day Convention
            with
            respect to Floating Rate Payer Period End Dates)

          


          


          
            	
                    From
                      and including

                  	
                    To
                      but excluding

                  	
                    Notional
                      Amount (USD)

                  	
                    Fixed
                      Rate (%)

                  
	
                    Effective
                      Date

                  	
                    2/25/2007

                  	
                    595,535,000.00

                  	
                    5.75

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    573,082,860.13

                  	
                    5.75

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    551,070,827.65

                  	
                    5.75

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    529,904,274.25

                  	
                    5.75

                  
	
                    5/25/2007

                  	
                    6/25/2007

                  	
                    508,731,653.77

                  	
                    5.75

                  
	
                    6/25/2007

                  	
                    7/25/2007

                  	
                    489,191,342.12

                  	
                    5.75

                  
	
                    7/25/2007

                  	
                    8/25/2007

                  	
                    470,401,571.11

                  	
                    5.75

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    452,333,512.57

                  	
                    5.75

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    434,959,445.63

                  	
                    5.75

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    418,252,714.18

                  	
                    5.75

                  
	
                    11/25/2007

                  	
                    12/25/2007

                  	
                    402,187,685.94

                  	
                    5.75

                  
	
                    12/25/2007

                  	
                    1/25/2008

                  	
                    386,739,713.19

                  	
                    5.75

                  
	
                    1/25/2008

                  	
                    2/25/2008

                  	
                    371,885,094.91

                  	
                    5.75

                  
	
                    2/25/2008

                  	
                    3/25/2008

                  	
                    357,601,040.44

                  	
                    5.75

                  
	
                    3/25/2008

                  	
                    4/25/2008

                  	
                    343,865,634.50

                  	
                    5.75

                  
	
                    4/25/2008

                  	
                    5/25/2008

                  	
                    330,657,803.59

                  	
                    5.75

                  
	
                    5/25/2008

                  	
                    6/25/2008

                  	
                    317,957,283.61

                  	
                    5.75

                  
	
                    6/25/2008

                  	
                    7/25/2008

                  	
                    305,744,588.83

                  	
                    5.75

                  
	
                    7/25/2008

                  	
                    8/25/2008

                  	
                    294,000,981.94

                  	
                    5.75

                  
	
                    8/25/2008

                  	
                    9/25/2008

                  	
                    282,708,445.36

                  	
                    5.75

                  
	
                    9/25/2008

                  	
                    10/25/2008

                  	
                    271,849,653.52

                  	
                    5.75

                  
	
                    10/25/2008

                  	
                    11/25/2008

                  	
                    246,624,626.71

                  	
                    5.75

                  
	
                    11/25/2008

                  	
                    12/25/2008

                  	
                    235,907,150.56

                  	
                    5.75

                  
	
                    12/25/2008

                  	
                    1/25/2009

                  	
                    226,845,989.91

                  	
                    5.75

                  
	
                    1/25/2009

                  	
                    2/25/2009

                  	
                    218,132,867.17

                  	
                    5.25

                  
	
                    2/25/2009

                  	
                    3/25/2009

                  	
                    209,754,414.26

                  	
                    5.25

                  
	
                    3/25/2009

                  	
                    4/25/2009

                  	
                    201,697,776.55

                  	
                    5.25

                  
	
                    4/25/2009

                  	
                    5/25/2009

                  	
                    193,950,593.17

                  	
                    5.25

                  
	
                    5/25/2009

                  	
                    6/25/2009

                  	
                    186,500,978.02

                  	
                    5.25

                  
	
                    6/25/2009

                  	
                    7/25/2009

                  	
                    179,337,501.55

                  	
                    5.25

                  
	
                    7/25/2009

                  	
                    8/25/2009

                  	
                    172,449,173.20

                  	
                    5.25

                  
	
                    8/25/2009

                  	
                    9/25/2009

                  	
                    165,825,424.58

                  	
                    5.25

                  
	
                    9/25/2009

                  	
                    10/25/2009

                  	
                    159,456,093.22

                  	
                    5.25

                  
	
                    10/25/2009

                  	
                    11/25/2009

                  	
                    142,337,017.56

                  	
                    5.25

                  
	
                    11/25/2009

                  	
                    12/25/2009

                  	
                    134,523,578.25

                  	
                    5.25

                  
	
                    12/25/2009

                  	
                    1/25/2010

                  	
                    129,356,546.43

                  	
                    5.25

                  
	
                    1/25/2010

                  	
                    2/25/2010

                  	
                    124,387,979.58

                  	
                    5.00

                  
	
                    2/25/2010

                  	
                    3/25/2010

                  	
                    119,610,254.68

                  	
                    5.00

                  
	
                    3/25/2010

                  	
                    4/25/2010

                  	
                    115,016,041.53

                  	
                    5.00

                  
	
                    4/25/2010

                  	
                    5/25/2010

                  	
                    110,598,291.47

                  	
                    5.00

                  
	
                    5/25/2010

                  	
                    6/25/2010

                  	
                    106,350,226.57

                  	
                    5.00

                  
	
                    6/25/2010

                  	
                    7/25/2010

                  	
                    102,265,329.24

                  	
                    5.00

                  
	
                    7/25/2010

                  	
                    8/25/2010

                  	
                    98,337,332.25

                  	
                    5.00

                  
	
                    8/25/2010

                  	
                    9/25/2010

                  	
                    94,560,209.08

                  	
                    5.00

                  
	
                    9/25/2010

                  	
                    10/25/2010

                  	
                    90,928,164.68

                  	
                    5.00

                  
	
                    10/25/2010

                  	
                    11/25/2010

                  	
                    87,435,626.59

                  	
                    5.00

                  
	
                    11/25/2010

                  	
                    12/25/2010

                  	
                    84,077,236.41

                  	
                    5.00

                  
	
                    12/25/2010

                  	
                    1/25/2011

                  	
                    80,847,841.52

                  	
                    5.00

                  
	
                    1/25/2011

                  	
                    2/25/2011

                  	
                    77,742,487.24

                  	
                    5.00

                  
	
                    2/25/2011

                  	
                    3/25/2011

                  	
                    74,756,409.18

                  	
                    5.00

                  
	
                    3/25/2011

                  	
                    4/25/2011

                  	
                    71,885,025.96

                  	
                    5.00

                  
	
                    4/25/2011

                  	
                    5/25/2011

                  	
                    69,123,932.17

                  	
                    5.00

                  
	
                    5/25/2011

                  	
                    6/25/2011

                  	
                    66,468,891.60

                  	
                    5.00

                  
	
                    6/25/2011

                  	
                    7/25/2011

                  	
                    63,915,830.78

                  	
                    5.00

                  
	
                    7/25/2011

                  	
                    8/25/2011

                  	
                    61,460,832.66

                  	
                    5.00

                  
	
                    8/25/2011

                  	
                    9/25/2011

                  	
                    59,100,130.67

                  	
                    5.00

                  
	
                    9/25/2011

                  	
                    10/25/2011

                  	
                    56,830,102.92

                  	
                    5.00

                  
	
                    10/25/2011

                  	
                    11/25/2011

                  	
                    54,647,266.62

                  	
                    5.00

                  
	
                    11/25/2011

                  	
                    12/25/2011

                  	
                    4,137,038.31

                  	
                    5.00

                  
	
                    12/25/2011

                  	
                    Termination
                      Date

                  	
                    3,978,135.25

                  	
                    5.00

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Annex
            A

          


          Paragraph
            13 of the Credit Support Annex

          


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

        
          
            ANNEX
              A

          

          


          ISDA®

          CREDIT
            SUPPORT ANNEX

          to
            the
            Schedule to the

          ISDA
            Master Agreement

          dated
            as
            of January 31, 2007 between

          ABN
            AMRO
            Bank N.V. (hereinafter referred to as “Party
            A”
            or
“Pledgor”)

          and

          HSBC
            Bank
            USA, National Association, not individually, but solely as Supplemental
            Interest
            Trust Trustee on behalf of the Supplemental Interest Trust with respect
            to the
            Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1
            (hereinafter referred to as “Party
            B”
            or
“Secured
            Party”).

          


          For
            the
            avoidance of doubt, and notwithstanding anything to the contrary that
            may be
            contained in the Agreement, this Credit Support Annex shall relate solely
            to the
            Transaction documented in the Confirmation dated November 30, 2006, between
            Party A and Party B, Reference Number 4940505.

           

          Paragraph
            13. Elections and Variables.

           

          
            	(a)  	
                           
                      Security Interest for “Obligations”.
                      The term “Obligations”
                      as
                      used in this Annex includes the following additional
                      obligations:

                  


          

           

          With
            respect to Party A: not applicable.

           

          With
            respect to Party B: not applicable.

           

          
            	(b)  	
                           
                      Credit Support Obligations.

                  


          

           

          
            	(i)  	
                           
                      Delivery Amount, Return Amount and Credit Support
                      Amount.

                  


          

           

          
            	(A)  	
                    “Delivery
                      Amount”
                      has the meaning specified in Paragraph 3(a) as amended (I)
                      by deleting the
                      words “upon a demand made by the Secured Party on or promptly following
                      a
                      Valuation Date” and inserting in lieu thereof the words “not later than
                      the close of business on each Valuation Date” and (II) by deleting in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Value as of that Valuation Date of all Posted
                      Credit Support held by the Secured Party.” and inserting in lieu thereof
                      the following:

                  


          

           

          The
            “Delivery
            Amount”
            applicable to the Pledgor for any Valuation Date will equal the greatest
            of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Credit Support Amount for such Valuation
                      Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                      Credit Support held by the Secured Party,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                      Valuation Date of all Posted Credit Support held by the Secured
                      Party,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                      such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                      such Valuation Date of all Posted Credit Support held by the
                      Secured
                      Party.

                  


          

           

          
            	(B)  	
                    “Return
                      Amount”
                      has the meaning specified in Paragraph 3(b) as amended by deleting
                      in its
                      entirety the sentence beginning “Unless otherwise specified in Paragraph
                      13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                      thereof the following:

                  


          

           

          The
            “Return
            Amount”
            applicable to the Secured Party for any Valuation Date will equal the
            least of


           

          
            	 	
                    (1)
                      

                  	
                    the
                      amount by which (a) the S&P Value as of such Valuation Date of all
                      Posted Credit Support held by the Secured Party exceeds (b)
                      the S&P
                      Credit Support Amount for such Valuation Date,


                  


          

           

          
            	 	
                    (2)
                      

                  	
                    the
                      amount by which (a) the Moody’s First Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party exceeds (b)
                      the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                      and

                  


          

           

          
            	 	
                    (3)
                      

                  	
                    the
                      amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                      Date of all Posted Credit Support held by the Secured Party
                      exceeds (b)
                      the Moody’s Second Trigger Credit Support Amount for such Valuation
                      Date.

                  


          

           

          
            	(C)  	
                    “Credit
                      Support Amount”
                      shall not apply. For purposes of calculating any Delivery Amount
                      or Return
                      Amount for any Valuation Date, reference shall be made to the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                      the Moody’s Second Trigger Credit Support Amount, in each case for such
                      Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                      above.

                  


          

           

          
            	(ii)  	
                           
                      Eligible Collateral.
                      

                  


          

           

          On
            any
            date, the following items will qualify as “Eligible
            Collateral”
(for
            the avoidance of doubt, all Eligible Collateral to be denominated in
            USD):

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          
            	
                     

                    Collateral
                      

                  	
                    S&P

                    Valuation
                      

                    Percentage

                  	
                    Moody’s
                      

                    First
                      Trigger Valuation
                      Percentage

                  	
                    Moody’s
                      

                    Second
                      Trigger Valuation
                      Percentage

                  
	 	 	 	 
	
                    (A)  Cash

                  	
                    100%

                  	
                    100%

                  	
                    100%

                  
	 	 	 	 
	
                    (B)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of not more than one
                      year

                  	
                    98.5%

                  	
                    100%

                  	
                    100%

                  
	 	 	 	 
	
                    (C)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than one year but
                      not more than
                      ten years

                  	
                    89.9%

                  	
                    100%

                  	
                    94%

                  
	 	 	 	 
	
                    (D)  Fixed-rate
                      negotiable debt obligations issued by the U.S. Treasury Department
                      having
                      a remaining maturity on such date of more than ten years

                  	
                    83.9%

                  	
                    100%

                  	
                    87%

                  


          

          


           

          
            	(iii)  	
                    Other
                      Eligible Support. 

                  


          

           

          The
            following items will qualify as “Other
            Eligible Support”
            for the
            party specified: 

           

          Not
            applicable.

           

          
            	(iv)  	
                    Threshold.

                  


          

           

          
            	(A)  	
                    “Independent
                      Amount”
                      means zero with respect to Party A and Party
                      B.

                  


          

           

          
            	(B)  	
                    “Threshold”
                      means, with respect to Party A and any Valuation Date, zero
                      if (i) a
                      Collateral Event has occurred and has been continuing (x) for
                      at least 30
                      days or (y) since this Annex was executed, or (ii) a S&P Required
                      Ratings Downgrade Event has occurred and is continuing; otherwise,
                      infinity.

                  


          

           

            “Threshold”
            means,
            with respect to Party B and any Valuation Date, infinity.

           

          
            	(C)  	
                    “Minimum
                      Transfer Amount” means
                      USD 100,000 with respect to Party A and Party B; provided,
                      however, that
                      if the aggregate Certificate Principal Balance of the Certificates
                      and the
                      aggregate principal balance of the Notes rated by S&P is at the time
                      of any transfer less than USD 50,000,000, the “Minimum
                      Transfer Amount”
                      shall be USD 50,000.

                  


          

           

          
            	(D)  	
                    Rounding: The
                      Delivery Amount will be rounded up to the nearest integral
                      multiple of USD
                      10,000. The Return Amount will be rounded down to the nearest
                      integral
                      multiple of USD 10,000.

                  


          

           

          
            	(c)  	
                           
                      Valuation and Timing.

                  


          

           

          
            	(i)  	
                    “Valuation
                      Agent”
                      means Party A; provided, however, that if an Event of Default
                      shall have
                      occurred with respect to which Party A is the Defaulting Party,
                      Party B
                      shall have the right to designate as Valuation Agent an independent
                      party,
                      reasonably acceptable to Party A, the cost for which shall
                      be borne by
                      Party A. 

                  


          

           

          
            	(ii)  	
                    “Valuation
                      Date” means
                      the first Local Business Day in each week on which any of the
                      S&P
                      Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                      the Moody’s Second Trigger Credit Support Amount is greater than
                      zero.

                  


          

           

          
            	(iii)  	
                    “Valuation
                      Time” means
                      the close of business in the city of the Valuation Agent on
                      the Local
                      Business Day immediately preceding the Valuation Date or date
                      of
                      calculation, as applicable; provided
                      that the calculations of Value and Exposure will be made as
                      of
                      approximately the same time on the same date. The Valuation
                      Agent will
                      notify each party (or the other party, if the Valuation Agent
                      is a party)
                      of its calculations not later than the Notification Time on
                      the applicable
                      Valuation Date (or in the case of Paragraph 6(d), the Local
                      Business Day
                      following the day on which such relevant calculations are
                      performed).”

                  


          

           

          
            	(iv)  	
                    “Notification
                      Time” means
                      11:00 a.m., New York time, on a Local Business Day.
                      

                  


          

           

          
            	(v)  	
                    External
                      Verification.
                      Notwithstanding anything to the contrary in the definitions
                      of Valuation
                      Agent or Valuation Date, at any time at which Party A (or,
                      to the extent
                      applicable, its Credit Support Provider) does not have a long-term
                      unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                      the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                      the S&P Value of Posted Credit Suppport on each Valuation Date based
                      on internal marks and (B) verify such calculations with external
                      marks
                      monthly by obtaining on the last Local Business Day of each
                      calendar month
                      two external marks for each Transaction to which this Annex
                      relates and
                      for all Posted Credit Suport; such verification of the Secured
                      Party’s
                      Exposure shall be based on the higher of the two external marks.
                      Each
                      external mark in respect of a Transaction shall be obtained
                      from an
                      independent Reference Market-maker that would be eligible and
                      willing to
                      enter into such Transaction in the absence of the current derivative
                      provider, provided that an external mark may not be obtained
                      from the same
                      Reference Market-maker more than four times in any 12-month
                      period. The
                      Valuation Agent shall obtain these external marks directly
                      or through an
                      independent third party, in either case at no cost to Party
                      B. The
                      Valuation Agent shall calculate on each Valuation Date (for
                      purposes of
                      this paragraph, the last Local Business Day in each calendar
                      month
                      referred to above shall be considered a Valuation Date) the
                      Secured
                      Party’s Exposure based on the greater of the Valuation Agent’s internal
                      marks and the external marks received. If the S&P Value on any such
                      Valuation Date of all Posted Credit Support then held by the
                      Secured Party
                      is less than the S&P Credit Support Amount on such Valuation Date (in
                      each case as determined pursuant to this paragraph), Party
                      A shall, within
                      three Local Business Days of such Valuation Date, Transfer
                      to the Secured
                      Party Eligible Credit Support having an S&P Value as of the date of
                      Transfer at least equal to such deficiency.


                  


          

           

          
            	(vi)  	
                    Notice
                      to S&P.
                      At
                      any time at which Party A (or, to the extent applicable, its
                      Credit
                      Support Provider) does not have a long-term unsubordinated
                      and unsecured
                      debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                      provide to S&P not later than the Notification Time on the Local
                      Business Day following each Valuation Date its calculations
                      of the Secured
                      Party’s Exposure and the S&P Value of any Eligible Credit Support or
                      Posted Credit Support for that Valuation Date. The Valuation
                      Agent shall
                      also provide to S&P any external marks received pursuant to the
                      preceding paragraph.

                  


          

           

          
            	(d)  	
                           
                      Conditions Precedent and Secured Party’s Rights and
                      Remedies.
                      None.

                  


          

           

          
            	(e)  	
                           
                      Substitution.

                  


          

           

          
            	(i)  	
                            
                      “Substitution
                      Date”
                      has the meaning specified in Paragraph
                      4(d)(ii).

                  


          

           

          
            	(ii)  	
                           
                      Consent.
                      If
                      specified here as applicable, then the Pledgor must obtain
                      the Secured
                      Party’s consent for any substitution pursuant to Paragraph 4(d):
                      Inapplicable.

                  


          

           

          
            	(f)  	
                           
                      Dispute Resolution.

                  


          

           

          
            	(i)  	
                          
                      “Resolution
                      Time”
                      means 1:00 p.m. New York time on the Local Business Day following
                      the date
                      on which the notice of the dispute is given under Paragraph
                      5.

                  


          

           

          
            	(ii)  	
                          
                      Value.
                      Notwithstanding anything to the contrary in Paragraph 12, for
                      the purpose
                      of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                      Value, and Moody’s Second Trigger Value, on any date, of Eligible
                      Collateral other than Cash will be calculated as follows:
                      

                  


          

           

          For
            Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
            the
            sum of (A) the product of (1)(x) the bid price at the Valuation Time
            for such
            securities on the principal national securities exchange on which such
            securities are listed, or (y) if such securities are not listed on a
            national
            securities exchange, the bid price for such securities quoted at the
            Valuation
            Time by any principal market maker for such securities selected by the
            Valuation
            Agent, or (z) if no such bid price is listed or quoted for such date,
            the bid
            price listed or quoted (as the case may be) at the Valuation Time for
            the day
            next preceding such date on which such prices were available and (2)
            the
            applicable Valuation Percentage for such Eligible Collateral, and (B)
            the
            accrued interest on such securities (except to the extent Transferred
            to the
            Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable
            price
            referred to in the immediately preceding clause (A)) as of such
            date.

           

          
            	(iii)  	
                          
                      Alternative.
                      The provisions of Paragraph 5 will
                      apply.

                  


          

           

          
            	(g)  	
                           
                      Holding and Using Posted
                      Collateral.

                  


          

           

          (i)            Eligibility
            to Hold Posted Collateral; Custodians.  

           

           A
            Custodian will be entitled to hold Posted Collateral on behalf of Party
            B
            pursuant to Paragraph 6(b); provided that:

           

          (1)
            Party
            B may appoint as Custodian (A) the entity then serving as Securities
            Administrator or (B) any entity other than the entity then serving as
            Securities
            Administrator if such other entity (or, to the extent applicable, its
            parent
            company or credit support provider) shall then have a short-term unsecured
            and
            unsubordinated debt rating from S&P of at least “A-1.”

           

          (2)
            Posted Collateral may be held only in the following jurisdiction: United
            States.

           

             
            Initially, the Custodian for Party B is: The Securities
            Administrator. 

           

          
            	 	
                    (ii)

                  	
                    Use
                      of Posted Collateral.
                      The provisions of Paragraph 6(c)(i) will not apply to Party
                      B, but the
                      provisions of Paragraph 6(c)(ii) will apply to Party B.
                      

                  


          

           

          (iii)       
              Notice.
            If a
            party or its Custodian fails to meet the criteria for eligibility to
            hold (or,
            in the case of a party, to use) Posted Collateral set forth in this Paragraph
            13(g), such party shall promptly notify the other party of such
            ineligibility.

           

          
            	(h)  	
                           
                      Distributions and Interest Amount.

                  


          

           

          
            	(i)  	
                    Interest
                      Rate.
                      The “Interest
                      Rate”
                      will be the actual interest rate earned on Posted Collateral
                      in the form
                      of Cash that is held by Party B or its Custodian. Posted Collateral
                      in the
                      form of Cash shall be invested in such overnight (or redeemable
                      within two
                      Local Business Days of demand) Permitted Investments rated
                      at least (x)
                      AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                      directed by Party A (unless (x) an Event of Default or an Additional
                      Termination Event has occurred with respect to which Party
                      A is the
                      defaulting or sole Affected Party or (y) an Early Termination
                      Date has
                      been designated, in which case such Posted Collateral shall
                      be held
                      uninvested). Gains and losses incurred in respect of any investment
                      of
                      Posted Collateral in the form of Cash in Permitted Investments
                      as directed
                      by Party A shall be for the account of Party
                      A.

                  


          

           

          
            	(ii)  	
                    Transfer
                      of Interest Amount.
                      The Transfer of the Interest Amount will be made on the second
                      Local
                      Business Day following the end of each calendar month and on
                      any other
                      Local Business Day on which Posted Collateral in the form of
                      Cash is
                      Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                      however,
                      that the obligation of Party B to Transfer any Interest Amount
                      to Party A
                      shall be limited to the extent that Party B has earned and
                      received such
                      funds and such funds are available to Party B.


                  


          

           

          
            	(iii)  	
                    Alternative
                      to Interest Amount.
                      The provisions of Paragraph 6(d)(ii) will
                      apply.

                  


          

           

          
            	(i)  	
                           
                      Additional Representation(s).
                      There are no additional representations by either
                      party.

                  


          

           

          
            	(j)  	
                           
                      Other Eligible Support and Other Posted Support.

                  


          

           

          
            	(i)  	
                    “Value”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable. 

                  


          

           

          
            	(ii)  	
                    “Transfer”
                      with respect to Other Eligible Support and Other Posted Support
                      means: not
                      applicable.

                  


          

           

          
            	(k)  	
                           
                      Demands and Notices.All
                      demands, specifications and notices under this Annex will be
                      made pursuant
                      to the Notices Section of this Agreement, except that any demand,
                      specification or notice shall be given to or made at the following
                      addresses, or at such other address as the relevant party may
                      from time to
                      time designate by giving notice (in accordance with the terms
                      of this
                      paragraph) to the other party:

                  


          

           

          If
            to
            Party A:

           

          ABN
            AMRO
            Bank N.V., Chicago Branch

          540
            W
            Madison, 28th Floor

          Chicago.
            IL 60661

          Attention:
            Global Collateral Management

          Telephone:
            312-904-1348

          Facsimile:
            312-904-4359

          


          If
            to
            Party B, at the address specified pursuant to the Notices Section of
            this
            Agreement.

           

          If
            to
            Party B’s Custodian:   

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            MD 21045

          Attention:
            Client Manager, NHEL 2007-1

          Facsimile:
            (410) 715-2380

           

          
            	(l)  	
                           
                      Address for Transfers.
                      Each Transfer hereunder shall be made to the address specified
                      below or to
                      an address specified in writing from time to time by the party
                      to which
                      such Transfer will be made.

                  


          

           

          Party
            A:
            To be notified to Party B by Party A at the time of the request for the
            transfer.

           

          Party
            B’s
            Custodian account details for holding collateral

           

          Wells
            Fargo Bank, N.A.

          ABA
            #
            121-000-248

          For
            Credit to: SAS Clearing

          A/C:
            3970771416

          FFC:
            NHEL
            2007-1, Group II Swap Collateral Account, 50984508

          


          
            	(m)  	
                           
                      Other Provisions.

                  


          

           

          
            	(i)  	
                    Collateral
                      Account.
                      Party B shall open and maintain a segregated account, which
                      shall be an
                      Eligible Account, and hold, record and identify all Posted
                      Collateral in
                      such segregated account established pursuant to the Pooling
                      and Servicing
                      Agreement.

                  


          

           

          
            	(ii)  	
                    Agreement
                      as to Single Secured Party and Single Pledgor.
                      Party A and Party B hereby agree that, notwithstanding anything
                      to the
                      contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                      means only Party B, (b) the term “Pledgor” as used in this Annex means
                      only Party A, (c) only Party A makes the pledge and grant in
                      Paragraph 2,
                      the acknowledgement in the final sentence of Paragraph 8(a)
                      and the
                      representations in Paragraph 9.

                  


          

           

          
            	(iii)  	
                    Calculation
                      of Value.
                      Paragraph 4(c) is hereby amended by deleting the word “Value” and
                      inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                      Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                      deleting the words “a Value” and inserting in lieu thereof “an S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                      (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      Paragraph 5 (flush language) is hereby amended by deleting
                      the word
                      “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                      Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                      language) is hereby amended by deleting the word “Value” and inserting in
                      lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                      Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                      word “the Value, if” and inserting in lieu thereof “any one or more of the
                      S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                      Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                      first instance of the words “the Value” and inserting in lieu thereof “any
                      one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                      Second Trigger Value” and (2) deleting the second instance of the words
                      “the Value” and inserting in lieu thereof “such disputed S&P Value,
                      Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                      Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended
                      by deleting
                      the word “Value” and inserting in lieu thereof “least of the S&P
                      Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                      

                  


          

           

          
            	(iv)  	
                    Form
                      of Annex. Party
                      A and Party B hereby agree that the text of Paragraphs 1 through
                      12,
                      inclusive, of this Annex is intended to be the printed form
                      of ISDA Credit
                      Support Annex (Bilateral Form - ISDA Agreements Subject to
                      New York Law
                      Only version) as published and copyrighted in 1994 by the International
                      Swaps and Derivatives Association,
                      Inc.

                  


          

           

          
            	(v)  	
                    Events
                      of Default.
                      Paragraph 7 will not apply to cause any Event of Default to
                      exist with
                      respect to Party B except that Paragraph 7(i) will apply to
                      Party B solely
                      in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                      Support Annex. Notwithstanding anything to the contrary in
                      Paragraph 7,
                      any failure by Party A to comply with or perform any obligation
                      to be
                      complied with or performed by Party A under the Credit Support
                      Annex shall
                      only be an Event of Default if (A) either
                      (i) a Moody’s Second Trigger Ratings Event has occurred and been
                      continuing for 30 or more Local Business Days, or (ii) a S&P Required
                      Ratings Downgrade Event has occurred and been continuing for
                      30 or more
                      Local Business Days, and (B) such failure is not remedied on
                      or before the
                      third Local Business Day after notice of such failure is given
                      to Party
                      A.

                  


          

           

          
            	(vi)  	
                    Expenses.
                      Notwithstanding anything to the contrary in Paragraph 10, the
                      Pledgor will
                      be responsible for, and will reimburse the Secured Party for,
                      all transfer
                      and other taxes and other costs involved in any Transfer of
                      Eligible
                      Collateral.

                  


          

           

          
            	(vii)  	
                    Withholding.
                      Paragraph 6(d)(ii) is hereby amended by inserting immediately
                      after “the
                      Interest Amount” in the fourth line thereof the words “less any applicable
                      withholding taxes.”

                  


          

           

          (ix)
             Additional
            Definitions.
            As used
            in this Annex:

           

          “Collateral
            Event” means
            that no Relevant Entity has credit ratings at least equal to the Approved
            Ratings Threshold.

           

          “DV01”
            means,
            with respect to a Transaction and any date of determination, the estimated
            change in the Secured Party’s Transaction Exposure with respect to such
            Transaction that would result from a one basis point change in the relevant
            swap
            curve on such date, as determined by the Valuation Agent in good faith
            and in a
            commercially reasonable manner. The Valuation Agent shall, upon request
            of Party
            B, provide to Party B a statement showing in reasonable detail such
            calculation.

           

          “Exposure”
            has the
            meaning specified in Paragraph 12, except that after the word “Agreement” the
            words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
            deleted)” shall be inserted. 

           

          “Local
            Business Day”
means,
            for purposes of this Annex: any day on which (A) commercial banks are
            open for
            business (including dealings in foreign exchange and foreign currency
            deposits)
            in New York and the location of Party A, Party B and any Custodian, and
            (B) in
            relation to a Transfer of Eligible Collateral, any day on which the clearance
            system agreed between the parties for the delivery of Eligible Collateral
            is
            open for acceptance and execution of settlement instructions (or in the
            case of
            a Transfer of Cash or other Eligible Collateral for which delivery is
            contemplated by other means a day on which commercial banks are open
            for
            business (including dealings in foreign exchange and foreign deposits)
            in New
            York and the location of Party A, Party B and any Custodian. 

           

          “Moody’s
            First Trigger Event” means
            that no Relevant Entity has credit ratings from Moody’s at least equal to the
            Moody’s First Trigger Ratings Threshold.

           

          “Moody’s
            First Trigger Credit Support Amount” means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                      occurred and has been continuing (x) for at least 30 Local
                      Business Days
                      or (y) since this Annex was executed and (II) it is not the
                      case that a
                      Moody’s Second Trigger Ratings Event has occurred and been continuing
                      for
                      at least 30 Local Business Days, an amount equal to the greater
                      of (a)
                      zero and (b) the sum of (i) the Secured Party’s Exposure for such
                      Valuation Date and (ii) the sum, for each Transaction to which
                      this Annex
                      relates, of the lesser of (x) the product of the Moody’s First Trigger
                      DV01 Multiplier and DV01 for such Transaction and such Valuation
                      Date and
                      (y) the product of Moody’s First Trigger Notional Amount Multiplier and
                      the Notional Amount for such Transaction for the Calculation
                      Period for
                      such Transaction (each as defined in the related Confirmation)
                      which
                      includes such Valuation Date; or
                      

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)        
             the
            Threshold for Party A such Valuation Date.

           

          “Moody’s
            First Trigger DV01 Multiplier”
            means
            25.

           

          “Moody’s
            First Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Moody’s
            First Trigger Notional Amount Multiplier”
            means
            4%.

           

          “Moody’s
            Second Trigger Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)

                  	
                    for
                      any Valuation Date on which it is the case that a Moody’s Second Trigger
                      Ratings Event has occurred and been continuing for at least
                      30 Local
                      Business Days, an amount equal to the greatest of (a) zero,
                      (b) the
                      aggregate amount of the next payment due to be paid by Party
                      A under each
                      Transaction to which this Annex relates, and (c) the sum of
                      (x) the
                      Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                      Transaction to which this Annex relates, of


                  


          

           

          (1)
            if
            such Transaction is not a Transaction-Specific Hedge, the lesser of (i)
            the
            product of the Moody’s Second Trigger DV01 Multiplier and DV01 for such
            Transaction and such Valuation Date and (ii) the product of the Moody’s Second
            Trigger Notional Amount Multiplier and the Notional Amount for such Transaction
            for the Calculation Period for such Transaction (each as defined in the
            related
            Confirmation) which includes such Valuation Date;
            or

           

          (2)
            if
            such Transaction is a Transaction-Specific Hedge, the lesser of (i) the
            product
            of the Moody’s Second Trigger Transaction-Specific Hedge DV01 Multiplier and
            DV01 for such Transaction and such Valuation Date and (ii) the product
            of the
            Moody’s Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
            and
            the Notional Amount for such Transaction for the Calculation Period of
            such
            Transaction (each as defined in the related Confirmation) which includes
            such
            Valuation Date; or 

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)        
             the
            Threshold for Party A for such Valuation Date.

           

          “Moody’s
            Second Trigger DV01 Multiplier”
            means
            60.

           

          “Moody’s
            Second Trigger Notional Amount Multiplier”
            means
            9%.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge DV01
            Multiplier”
            means
            75.

           

          “Moody’s
            Second Trigger Transaction-Specific Hedge Notional Amount
            Multiplier”
            means
            11%.

           

          “Moody’s
            Second Trigger Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the bid
            price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
            Valuation Percentage for such Eligible Collateral set forth in Paragraph
            13(b)(ii).

           

          “Remaining
            Weighted Average Maturity”
means,
            with respect to a Transaction, the expected weighted average maturity
            for such
            Transaction as determined by the Valuation Agent.

           

          “S&P
            Credit Support Amount”
            means,
            for any Valuation Date, the excess, if any, of

           

          
            	 	
                    (I)

                  	
                    (A)
                      

                  	
                    for
                      any Valuation Date on which (i) a S&P Approved Ratings Downgrade Event
                      has occurred and been continuing for at least 30 days, or (ii)
                      a S&P
                      Required Ratings Downgrade Event has occurred and is continuing,
                      an amount
                      equal to the sum of (1) 100.0% of the Secured Party’s Exposure for such
                      Valuation Date and (2) the sum, for each Transaction to which
                      this Annex
                      relates, of the product of the Volatility Buffer for such Transaction
                      and
                      the Notional Amount of such Transaction for the Calculation
                      Period (each
                      as defined in the related Confirmation) of such Transaction
                      which includes
                      such Valuation Date, or 

                  


          

           

          
            	 	
                    (B)

                  	
                    for
                      any other Valuation Date, zero,
                      over

                  


          

           

          (II)         
             the
            Threshold for Party A for such Valuation Date.

           

          “S&P
            Value”
            means,
            on any date and with respect to any Eligible Collateral other than Cash,
            the
            product of (A) the bid price obtained by the Valuation Agent for such
            Eligible
            Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
            set forth in paragraph 13(b)(ii).

           

          “Transaction
            Exposure”
            means,
            for any Transaction, Exposure determined as if such Transaction were
            the only
            Transaction between the Secured Party and the Pledgor.

           

          “Transaction-Specific
            Hedge” means
            any
            Transaction that is (i) an interest rate swap in respect of which (x)
            the
            notional amount of the interest rate swap is “balance guaranteed” or (y) the
            notional amount of the interest rate swap for any Calculation Period
            (as defined
            in the related Confirmation) otherwise is not a specific dollar amount
            that is
            fixed at the inception of the Transaction, (ii) an interest rate cap,
            (iii) an
            interest rate floor or (iv) an interest rate swaption.

           

          “Valuation
            Percentage”
            shall
            mean, for purposes of determining the S&P Value, Moody’s First Trigger
            Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
            or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
            Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
            such Eligible Collateral or Posted Collateral, respectively, in each
            case as set
            forth in Paragraph 13(b)(ii).

           

          “Value”
            shall
            mean, in respect of any date, the related S&P Value, the related Moody’s
            First Trigger Value, and the related Moody’s Second Trigger Value.

           

          “Volatility
            Buffer”
            means,
            for any Transaction, the related percentage set forth in the following
            table.


           

          
            	
                    The
                      higher of the S&P credit rating of (i) Party A and (ii) the Credit
                      Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity of such Transaction

                    up
                      to 30 years

                  
	
                    “A-2”
                      or higher

                  	
                    2.75%

                  	
                    3.25%

                  	
                    4.00%

                  	
                    4.75%

                  
	
                    “A-3”

                  	
                    3.25%

                  	
                    4.00%

                  	
                    5.00%

                  	
                    6.25%

                  
	
                    “BB+”
                      or
                      lower

                  	
                    3.50%

                  	
                    4.50%

                  	
                    6.75%

                  	
                    7.50%

                  


          

          


           

          [Remainder
            of this page intentionally left blank]

           

           

           


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          IN
            WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
            representatives as of the date of the Agreement.

           

          
            
              	
                      
                        ABN
                          AMRO Bank N.V.

                      

                    	 	 	
                      HSBC
                        Bank USA, National Association, not individually, but solely
                        as
                        Supplemental Interest Trust Trustee on behalf of the Supplemental
                        Interest
                        Trust with respect to the Nomura Home Equity Loan, Inc.,
                        Home Equity Loan
                        Trust, Series 2007-1

                    
	By: 
/s/
                      Frederick P. Engler	 	 	By: 
/s/
                      Elena Zheng
	
                      
                        

                      

                      Name:
                        Frederick P. Engler

                    	 	 	
                      
                        

                      

                      Name:
                        Elena Zheng

                    
	
                      Title:
                        Regional Manager Documentation

                      Date:

                    	 	 	
                      Title:
                        Assistant Vice President

                      Date:
                        

                    


            

             

            
              
                
                  	By: 
                          /s/  Sylvie Trudel	 	 	 
	
                          
                            

                          

                          Name:
                            Sylvie Trudel

                        	 	 	
                           

                        
	
                          Title:
                            Group Vice President

                          Date:

                        	 	 	
                           

                        


                

                 

              

            

          

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        Q

       

      
        
          ASSIGNMENT,
            ASSUMPTION AND RECOGNITION AGREEMENT

           

          This
            Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
            and entered into as of January 1, 2007 (the “Closing Date”), among Nomura Credit
& Capital, Inc., having an address at 2 World Financial Center, Building
            B,
            21st Floor, New York, New York 10281 (the “Assignor”), Nomura Home Equity Loan,
            Inc., having an address at 2 World Financial Center, Building B, 21st
            Floor, New
            York, New York 10281 (the “Assignee”) and Wells Fargo Bank, N.A., having an
            address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the “Servicer” or the
“Company”).

           

          In
            consideration of the mutual promises contained herein, the parties hereto
            agree
            that the residential mortgage loans identified on the schedules annexed
            hereto
            as (i) Attachment 1-A,
            which
            are now serviced by the Servicer on behalf of the Assignor and its successors
            and assigns pursuant to the Seller’s Warranties and Servicing Agreement (WFHM
            2006-W32), dated as of May 1, 2006, between the Assignor and the Servicer
            (the
“Servicing Agreement”) and attached hereto as Attachment 2,
            and
            (ii) Attachment
            1-B
            (together with the mortgage loans identified on Attachment
            1-A,
            the
“Assigned Loans”), which are now serviced by the Servicer on behalf of the
            Assignor and its successors and assigns pursuant to the Seller’s Warranties and
            Servicing Agreement (WFHM 2005-W12), dated as of February 1, 2005, between
            the
            Assignor and the Servicer, as modified by the Reconstitution Agreement
            dated as
            of September 1, 2005, shall be sold by the Assignor to the Assignee pursuant
            to
            the Mortgage Loan Purchase Agreement, dated as of January 31, 2007 (the
“MLPA”),
            between the Assignor and the Assignee and subject to the terms of this
            AAR
            Agreement. The Assignee intends to transfer all right, title and interest
            in and
            to the Assigned Loans and the Servicing Agreement to HSBC Bank USA, National
            Association, as trustee (the “Trustee”) for the holders of Nomura Home Equity
            Loan, Inc., Home Equity Loan Trust, Series 2007-1, Asset-Backed Certificates,
            Series 2007-1 (the “Certificateholders”) pursuant to the Pooling and Servicing
            Agreement, dated as of January 1, 2007 (the “Pooling and Servicing Agreement”)
            among the Assignor, as sponsor, the Assignee, as depositor, the Trustee,
            GMAC
            Mortgage, LLC, as a servicer, and Wells Fargo Bank, N.A., as master servicer
            (in
            such capacity, the “Master Servicer”), securities administrator (in such
            capacity, the “Securities Administrator”). Capitalized terms used herein but not
            defined shall have the meanings ascribed to them in the Servicing
            Agreement.

           

          Assignment
            and Assumption

           

          1.  Assignor
            hereby grants, transfers and assigns to Assignee all of the right, title
            and
            interest of Assignor in, to and under the Servicing Agreement as it relates
            to
            the Assigned Loans. Assignor specifically reserves and does not assign
            to
            Assignee any right, title and interest in, to or under the Servicing
            Agreement,
            as it relates to any mortgage loans other than the Assigned Loans. The
            Assignor
            reserves the right to enforce the representations and warranties,
            indemnification and other remedies contained in Sections 3.01, 3.02 and
            3.03 of
            the Servicing Agreement against the Servicer for any events or circumstances
            occurring prior to the Closing Date. Notwithstanding anything to the
            contrary
            contained herein, the Assignor specifically reserves and does not assign
            to the
            Assignee the representations and warranties contained in Sections 3.01
            and 3.02
            of the Servicing Agreement or the right to enforce the representations
            and
            warranties against the Company, including, without limitation, the rights
            set
            forth in Section 3.03 of the Servicing Agreement.

           

          Notwithstanding
            anything in the Servicing Agreement to the contrary, with respect to
            the
            mortgage loans identified on Attachment 1-B, a breach of the representations
            and
            warranties contained in Section 3.01 of the Servicing Agreement shall
            constitute
            termination of the Company as servicer as provided for in Section 10.01
            of the
            Servicing Agreement.

           

          Representations,
            Warranties and Covenants

           

          2.  Assignor
            warrants and represents to Assignee and Servicer as of the Closing
            Date:

           

          (a)  Attached
            hereto as Attachment 2
            is a
            true and accurate copy of the Servicing Agreement, which Servicing Agreement
            is
            in full force and effect as of the date hereof and the provisions of
            which,
            except as set forth herein, have not been waived, amended or modified
            in any
            respect, nor has any notice of termination been given thereunder;

           

          (b)  Assignor
            is the lawful owner of the Assigned Loans with full right to transfer
            the
            Assigned Loans and any and all of its interests and rights under the
            Servicing
            Agreement as they relate to the Assigned Loans, free and clear of any
            and all
            claims and encumbrances; and upon the transfer of the Assigned Loans
            to Assignee
            under the MLPA, Assignee shall have good title to each and every Assigned
            Loan,
            as well as any and all of Assignor’s interests and rights under the Servicing
            Agreement as they relate to the Assigned Loans to the extent set forth
            herein,
            free and clear of any and all liens, claims and encumbrances;

           

          (c)  Assignor
            is duly organized, validly existing and in good standing under the laws
            of the
            jurisdiction of its incorporation, and has all requisite power and authority
            to
            sell, transfer and assign the Assigned Loans;

           

          (d)  Assignor
            has full corporate power and authority to execute, deliver and perform
            its
            obligations under this AAR Agreement, and to consummate the transactions
            set
            forth herein. The consummation of the transactions contemplated by this
            AAR
            Agreement is in the ordinary course of Assignor’s business and will not conflict
            with, or result in a breach of, any of the terms, conditions or provisions
            of
            Assignor’s certificate of incorporation or by-laws or any legal restriction, or
            any material agreement or instrument to which Assignor is now a party
            or by
            which it is bound, or result in the violation of any law, rule, regulation,
            order, judgment or decree to which Assignor or its property is subject.
            The
            execution, delivery and performance by Assignor of this AAR Agreement
            and the
            consummation by it of the transactions contemplated hereby, have been
            duly
            authorized by all necessary corporate action on the part of Assignor.
            This AAR
            Agreement has been duly executed and delivered by Assignor and, upon
            the due
            authorization, execution and delivery by Assignee and Servicer, will
            constitute
            the valid and legally binding obligation of Assignor enforceable against
            Assignor in accordance with its terms except as enforceability may be
            limited by
            bankruptcy, reorganization, insolvency, moratorium or other similar laws
            now or
            hereafter in effect relating to creditors’ rights generally, and by general
            principles of equity regardless of whether enforceability is considered
            in a
            proceeding in equity or at law; and

           

          (e)  No
            consent, approval, order or authorization of, or declaration, filing
            or
            registration with, any governmental entity is required to be obtained
            or made by
            Assignor in connection with the execution, delivery or performance by
            Assignor
            of this AAR Agreement, or the consummation by it of the transactions
            contemplated hereby.

           

          3.  Assignee
            warrants and represents to, and covenants with, Assignor and Servicer
            as of the
            Closing Date:

           

          (a)  Assignee
            is duly organized, validly existing and in good standing under the laws
            of the
            jurisdiction of its incorporation and has all requisite power and authority
            to
            acquire, own and purchase the Assigned Loans;

           

          (b)  Assignee
            has full corporate power and authority to execute, deliver and perform
            its
            obligations under this AAR Agreement, and to consummate the transactions
            set
            forth herein. The consummation of the transactions contemplated by this
            AAR
            Agreement is in the ordinary course of Assignee’s business and will not conflict
            with, or result in a breach of, any of the terms, conditions or provisions
            of
            Assignee’s certificate of incorporation or by-laws or any legal restriction, or
            any material agreement or instrument to which Assignee is now a party
            or by
            which it is bound, or result in the violation of any law, rule, regulation,
            order, judgment or decree to which Assignee or its property is subject.
            The
            execution, delivery and performance by Assignee of this AAR Agreement
            and the
            consummation by it of the transactions contemplated hereby, have been
            duly
            authorized by all necessary corporate action on the part of Assignee.
            This AAR
            Agreement has been duly executed and delivered by Assignee and, upon
            the due
            authorization, execution and delivery by Assignor and the Servicer, will
            constitute the valid and legally binding obligation of Assignee enforceable
            against Assignee in accordance with its terms except as enforceability
            may be
            limited by bankruptcy, reorganization, insolvency, moratorium or other
            similar
            laws now or hereafter in effect relating to creditors’ rights generally, and by
            general principles of equity regardless of whether enforceability is
            considered
            in a proceeding in equity or at law;

           

          (c)  No
            consent, approval, order or authorization of, or declaration, filing
            or
            registration with, any governmental entity is required to be obtained
            or made by
            Assignee in connection with the execution, delivery or performance by
            Assignee
            of this AAR Agreement, or the consummation by it of the transactions
            contemplated hereby; and

           

          (d)  Assignee
            agrees to be bound by all of the terms, covenants and conditions of the
            Servicing Agreement, as modified by this AAR Agreement, with respect
            to the
            Assigned Loans.

           

          4.  The
            Servicer warrants and represents to, and covenants with, Assignor and
            Assignee
            as of the Closing Date:

           

          (a)  Attached
            hereto as Attachment 2
            is a
            true and accurate copy of the Servicing Agreement, which Servicing Agreement
            is
            in full force and effect as of the Closing Date and the provisions of
            which,
            except as set forth herein, have not been waived, amended or modified
            in any
            respect, nor has any notice of termination been given thereunder;

           

          (b)  The
            Servicer is duly organized, validly existing and in good standing under
            the laws
            of the United States of America, and has all requisite power and authority
            to
            service the Assigned Loans and otherwise to perform its obligations under
            the
            Servicing Agreement, as modified by this AAR Agreement;

           

          (c)  The
            Servicer has full power and authority to execute, deliver and perform
            its
            obligations under this AAR Agreement, and to consummate the transactions
            set
            forth herein. The consummation of the transactions contemplated by this
            AAR
            Agreement is in the ordinary course of the Servicer’s business and will not
            conflict with, or result in a breach of, any of the terms, conditions
            or
            provisions of the Servicer’s charter or by-laws or any legal restriction, or any
            material agreement or instrument to which the Servicer is now a party
            or by
            which it is bound, or result in the violation of any law, rule, regulation,
            order, judgment or decree to which the Servicer or its property is subject.
            The
            execution, delivery and performance by the Servicer of this AAR Agreement
            and
            the consummation by it of the transactions contemplated hereby, have
            been duly
            authorized by all necessary action on the part of the Servicer. This
            AAR
            Agreement has been duly executed and delivered by the Servicer, and,
            upon the
            due, authorization, execution and delivery by Assignor and Assignee,
            will
            constitute the valid and legally binding obligation of the Servicer,
            enforceable
            against the Servicer in accordance with its terms except as enforceability
            may
            be limited by insolvency, liquidation, conservatorship or other similar
            laws
            administered by the Federal Deposit Insurance Corporation affecting the
            enforcement of contract obligations of insured banks, and by general
            principals
            of equity regardless of whether enforceability is considered in a proceeding
            in
            equity or at law;

           

          (d)  No
            consent, approval, order or authorization of, or declaration, filing
            or
            registration with, any governmental entity is required to be obtained
            or made by
            the Servicer in connection with the execution, delivery or performance
            by the
            Servicer of this AAR Agreement, or the consummation by it of the transactions
            contemplated hereby; and

           

          (e)  The
            Servicer shall service the Assigned Loans in accordance with the terms
            and
            provisions of the Servicing Agreement, as modified by this AAR Agreement.
            The
            Servicer shall establish a Custodial Account and an Escrow Account under
            the
            Servicing Agreement with respect to the Assigned Loans separate from
            the
            Custodial Account and Escrow Account previously established under the
            Servicing
            Agreement in favor of Assignor, and shall remit collections received
            on the
            Assigned Loans to the appropriate account as required by the Servicing
            Agreement. The Custodial Account and the Escrow Account each shall be
            entitled
“Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National Association
            as
            Trustee, in trust for the registered holders of Nomura Home Equity Loan,
            Inc.,
            Home Equity Loan Trust, Series 2007-1, Asset-Backed Certificates, Series
            2007-1”
and shall be established and maintained with a Qualified Depository.
            Any funds
            held in the Custodial Account are and shall remain uninvested.

           

          Recognition
            of Assignee.

           

          5.  From
            and
            after the date hereof, Servicer shall recognize Assignee as owner of
            the
            Assigned Loans, and acknowledges that the Assigned Loans will be part
            of a
            REMIC, and will service the Assigned Loans in accordance with the Servicing
            Agreement, as modified by this AAR Agreement, but in no event in a manner
            that
            would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result
            in the
            imposition of a tax upon any REMIC (including but not limited to the
            tax on
            prohibited transactions as defined in Section 860F(a)(2) of the Internal
            Revenue
            Code of 1986 (the “Code”) and the tax on contributions to a REMIC set forth in
            Section 860G(d) of the Code); provided, however that the prepayment period
            with
            respect to the mortgage loans set forth on Attachment
            1-B
            shall be
            the 14th day of the immediately preceding calendar month (or with respect
            to the
            first prepayment period, the Closing Date) through the 13th day of the
            month in
            which such distribution date occurs and the Servicer shall pay compensating
            interest with respect to such mortgage loans for the period occurring
            from the
            14th
            day of
            the month prior to the month in which the related distribution date occurs
            and
            ending on the last day of such month. It is the intention of Assignor,
            Servicer
            and Assignee that this AAR Agreement shall be binding upon and for the
            benefit
            of the respective successors and assigns of the parties hereto. Neither
            Servicer
            nor Assignor shall amend or agree to amend, modify, waive, or otherwise
            alter
            any of the terms or provisions of the Servicing Agreement which amendment,
            modification, waiver or other alteration would in any way affect the
            Assigned
            Loans without the prior written consent of the Master Servicer and Trustee.
            

           

          6.  The
            Servicer hereby acknowledges that the Trustee, acting pursuant to the
            terms of
            the Pooling and Servicing Agreement, has the right to enforce all obligations
            of
            the Servicer, as they relate to the Assigned Loans, under the Servicing
            Agreement. Such right will include, without limitation, the right to
            indemnification, the right to terminate the Servicer under the Servicing
            Agreement upon the occurrence of an Event of Default thereunder and the
            right to
            exercise certain rights of consent and approval relating to actions taken
            by the
            Servicer under the Servicing Agreement. In addition, any notice required
            to be
            given by the “Purchaser” pursuant to Section 10.01 of the Servicing Agreement
            shall be given by the Master Servicer or the Trustee. The Servicer further
            acknowledges that pursuant to the terms of the Pooling and Servicing
            Agreement,
            the Master Servicer is required to monitor the performance of the Servicer
            under
            the Servicing Agreement, except with respect to Section 4.23 of the Servicing
            Agreement. The Master Servicer shall have the right to receive all remittances
            required to be made by the Servicer under the Servicing Agreement, the
            right to
            receive all monthly reports and other data required to be delivered by
            the
            Servicer under the Servicing Agreement, the right to examine the books
            and
            records of the Servicer under the Servicing Agreement and the right to
            indemnification under the Servicing Agreement. In addition, if the Servicer
            shall fail to remit any payment pursuant to the Servicing Agreement,
            the Master
            Servicer shall notify the Trustee and the Servicer of such failure as
            set forth
            in Section 10.01 of the Servicing Agreement. The Servicer hereby agrees
            to make
            all remittances required under the Servicing Agreement to the Master
            Servicer
            for the benefit of the Certificateholders in accordance with the following
            wire
            instructions:

           

          Wells
            Fargo Bank, N.A.

          ABA:
            121000248

          Acct
            #:
            3970771416

          Acct
            Name: [SAS Clearing]

          For
            Further Credit to: NHEL 2007-1 Account #50984500

           

          7.  Pursuant
            to Section 9.01(a) of the Servicing Agreement, the Servicer hereby makes
            the
            representations and warranties set forth in Section 3.01 of the Servicing
            Agreement as of the Closing Date; provided however, with respect to the
            mortgage
            loans identified on Attachment
            1-B,
            the
            representations and warranties or portions thereof set forth in the following
            subsections shall not apply:

           

          3.01(b),
            is inapplicable with respect to the transfer, assignment and conveyance
            of the
            Mortgage Notes and the Mortgages by the Company;

           

          3.01(f),
            is inapplicable with respect to the sale of the Mortgage Loans;

           

          3.01(h),
            is inapplicable with respect to the sale of the Mortgage Loans;

           

          3.01
            (i),
            Selection Process, is inapplicable in its entirety;

           

          3.01(k),
            Sale Treatment, is inapplicable in its entirety;

           

          3.01(m),
            Brokers Fee, is inapplicable in its entirety; and

           

          3.01(n),
            Fair Consideration, is inapplicable in its entirety.

           

          8.  In
            the
            event that the Assignor substitutes any Qualified Substitute Mortgage
            Loans for
            any Deleted Mortgage Loans in the manner set forth in the Pooling and
            Servicing
            Agreement, the Servicer shall determine the amount (the “Substitution Shortfall
            Amount”), if any, by which the aggregate purchase price of all such Deleted
            Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute
            Mortgage Loan, (x) the scheduled principal balance thereof as of the
            date of
            substitution, together with one month’s interest on such scheduled principal
            balance at the applicable Mortgage Interest Rate (minus the Administration
            Fee
            Rate (as defined below)), plus (y) all outstanding Monthly Advances and
            Servicing Advances (including nonrecoverable Monthly Advances and nonrecoverable
            Servicing Advances) related thereto; provided, however, if the Servicer
            repurchases the Deleted Mortgage Loan, the amounts set forth in clause
            (y) shall
            not be included in the calculation of the Substitution Shortfall Amount.
            On the
            date of such substitution, the Assignor will deliver or cause to be delivered
            to
            the Servicer for deposit in the Custodial Account an amount equal to
            the
            Substitution Shortfall Amount, if any, and the Servicer shall certify
            in writing
            or electronic mail to the Trustee that it has received such Substitution
            Shortfall Amount from the Assignor. The Servicer shall remit such Substitution
            Shortfall Amount to the Securities Administrator on the next succeeding
            Remittance Date. As used in this Section, the “Administration Fee Rate” means
            the sum of the rates used to calculate the fees payable to the Servicer,
            the
            Master Servicer and the credit risk manager under the Pooling and Servicing
            Agreement. 

           

          Modification
            of the Servicing Agreement

           

          9.  The
            Servicer and Assignor hereby amend the Servicing Agreement with respect
            to the
            Assigned Loans as follows:

           

          (a)  The
            following definitions are added to Article I of the Servicing Agreement
            in
            proper alphabetical order:

           

          “Authorized
            Servicer Representative”:
            Any
            officer of the Servicer involved in, or responsible for, the administration
            and
            servicing of the Mortgage Loans whose name and facsimile signature appear
            on a
            list of servicing officers furnished to the Trustee and the Master Servicer
            by
            the Servicer on the closing date of any securitization transaction, as
            such list
            may from time to time be amended.

           

          “Distribution
            Date”:
            The
            25th day of any month, or if such 25th day is not a Business Day, the
            Business
            Day immediately following such 25th day, commencing in February
            2007.

           

          “Securities
            Administrator”:
            Wells
            Fargo Bank, N.A. or any successor thereto.

           

          “Trust”:
            Nomura
            Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1.

           

          “Trustee”:
            HSBC
            Bank USA, National Association, a national banking association, or its
            successor
            in interest, or any successor trustee.

           

          (b)  The
            definition of Business Day in Article I of the Servicing Agreement is
            modified
            by replacing clause (ii) with the following:

           

          “(ii)
            a day on which banking and savings and loan institutions in the states
            where the
            parties are located and the State in which any Corporate Trust Office of
            the Trustee is located are authorized or obligated by law or executive
            order to be closed.”

           

          (c)  The
            definition of “Depositor” in Article I of the Servicing Agreement is modified by
            replacing such definition with the following:

           

          “Depositor”:
            Nomura
            Home Equity Loan, Inc.

           

          (d)  The
            definition of “Master Servicer” in Article I of the Servicing Agreement is
            modified by replacing such definition with the following:

           

          “Master
            Servicer”:
            Wells
            Fargo Bank, N.A., or any successor thereto.

           

          (e)  The
            definition of “Officer’s Certificate” in Article I of this Agreement is modified
            by adding “(i)” at the beginning thereof and the following after the word
“Agreement”: 

           

          “,
            or
            (ii) if provided for in this Agreement, signed by an Authorized Servicer
            Representative, as the case may be, and delivered to the Depositor, the
            Sponsor,
            the Master Servicer, the Securities Administrator and/or the Trustee,
            as the
            case may be, as required by this Agreement.”

           

          (f)  The
            definition of “Opinion of Counsel” in Article I of the Servicing Agreement is
            modified by replacing such definition with the following:

           

          “Opinion
            of Counsel”:
            A
            written opinion of counsel, who may, without limitation, be salaried
            counsel for
            the Depositor, the Company, the Securities Administrator or the Master
            Servicer,
            acceptable to the Trustee, 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; provided, however,
            that
            any Opinion of Counsel provided by the Company pursuant to clause (b)
            above may
            be provided by internal counsel; provided that the delivery of such Opinion
            of
            Counsel shall not release the Company from any of its obligations hereunder
            and
            the Company shall be responsible for such contemplated actions or inaction,
            as
            the case may be, to the extent it conflicts with the terms of this
            Agreement.

           

          (g)  The
            definition of “Rating Agency” in Article I of the Servicing Agreement is
            modified by replacing such definition with the following:

           

          “Rating
            Agencies”:
            Moody’s Investors Services, Inc. and Standard & Poor’s Ratings Services, or
            their successors. If such agencies or their successors are no longer
            in
            existence, “Rating Agencies” shall be such nationally recognized statistical
            rating agencies, or other comparable Persons, designated by the Depositor,
            notice of which designation shall be given to the Trustee.

           

          (h)  The
            definition of “Qualified Depository” in Article I of the Servicing Agreement is
            hereby amended by deleting the words “Group or” following the words “Standard
& Poor’s Ratings” and replacing it with “Services and”.

           

          (i)  The
            following language is added to the end of the definition of “REMIC Provisions”
in Article I of the Servicing Agreement: 

           

          “as
            well
            as provisions of applicable state laws”

           

          (j)  The
            definition of “Servicer” in Article I of the Servicing Agreement is modified by
            replacing such definition with the following:

           

          “Servicer”:
            As
            defined in Section 9.01(d)(iii).

           

          (k)  The
            definition of “Servicing Advances” in Article I of the Servicing Agreement is
            hereby amended by adding the following language after the phrase “including
            reasonable attorney's fees and disbursements”: “but excluding any fees
            associated with the registration of any Mortgage Loan on the MERS System
            as
            required under Section 4.01”.

           

          (l)  The
            definition of “Servicing Advances” in Article I of the Servicing Agreement is
            further amended by adding the following language at the end thereof:
“and (f)
            payment of taxes.”

           

          (m)  Section
            4.05 of the Servicing Agreement is modified by deleting the word “and” at the
            end of clause (viii), deleting the “.” at the end of clause (ix) and adding “;”
and adding the following clauses: “(x) to reimburse itself for expenses incurred
            and reimbursable to it pursuant to the fees paid to MERS under Section
            4.01; and
            (xi) to reimburse itself for any Monthly Advance or Servicing Advance
            previously
            made by it which the Company has determined to be a nonrecoverable Monthly
            Advance or a nonrecoverable Servicing Advance, as evidenced by the delivery
            to
            the Master Servicer of a certificate signed by two officers of the
            Company”.

           

          (n)  Section
            4.16 of the Servicing Agreement is modified by deleting the “.” from the first
            sentence in the second paragraph and adding the following: “in a manner which
            does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the
            receipt by
            any Trust REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
            foreclosure property” which is subject to taxation under the REMIC
            Provisions.”

           

          (o)  Section
            4.16 of the Servicing Agreement is further modified by deleting the first
            sentence from the third paragraph and replacing it with the following:
“The
            Company, shall either sell any REO Property by the close of the third
            calendar
            year following the calendar year in which the Trust acquires ownership
            of such
            REO Property for purposes of Section 860(a)(8) of the Code or request
            from the
            Internal Revenue Service, no later than 60 days before the day on which
            the
            three-year grace period would otherwise expire an extension of the three-year
            grace period, unless the Company had delivered to the Trustee an Opinion
            of
            Counsel, addressed to the Trustee and the Depositor, to the effect that
            the
            holding by the Trust of such REO Property subsequent to three years after
            its
            acquisition will not result in the imposition on any Trust REMIC created
            hereunder of taxes on “prohibited transactions” thereof, as defined in Section
            860F of the Code, or cause any Trust REMIC hereunder to fail to qualify
            as a
            REMIC under Federal law at any time that any Certificates issued by the
            Trust
            are outstanding.”

           

          (p)  Section
            4.17 of the Servicing Agreement is modified by deleting the words “on or before
            the Remittance Date” from the first sentence therein.

           

          (q)  The
            second paragraph of Section 5.01 of the Servicing Agreement is modified
            by
            deleting from the first sentence therein the words “second (2nd)
            Business Day following the” and by deleting the phrase “second (2nd)”
from
            the second sentence therein.

           

          (r)  Section
            5.02 of the Servicing Agreement is deleted in its entirety and replaced
            with the
            following:

           

          “No
            later
            than the tenth (10th)
            calendar day (or if such tenth (10th)
            day is
            not a Business Day, the first Business Day immediately preceding such
            tenth
            (10th)
            day) of
            each month, Company shall furnish to the Master Servicer a computer tape
            or data
            file containing the data specified in Exhibit I, which data shall reflect
            information from the Due Period immediately preceding the Remittance
            Date and
            such other information with respect to the Mortgage Loans as the Master
            Servicer
            may reasonably require to allocate remittances made pursuant to this
            Agreement
            and provide appropriate statements with respect to such
            remittances.”

           

          (s)  Section
            5.03 of the Servicing Agreement is modified by deleting the words “that if
            requested by a Rating Agency” from the first sentence of clause (ii)
            therein.

           

          (t)  The
            first
            paragraph of Section 6.02 of the Servicing Agreement is modified by deleting
            the
            words “and may request the release of any Mortgage Loan Documents” and adding
            the words “and may request that the Purchaser or its designee release the
            related Mortgage Loan Documents” in the last line of such
            paragraph.

           

          (u)  Section
            6.02 of the Servicing Agreement is modified by (i) inserting the phrase
“With
            respect to the mortgage loans identified on Attachment
            1-A,”
at
            the
            beginning of the first sentence of the second paragraph thereof and (ii)
            inserting the following paragraph at the end thereof:

           

          “If
            the
            Company satisfies or releases a mortgage loan identified on Attachment
            1-B
            without
            first having obtained payment in full of the indebtedness secured by
            the
            Mortgage (other than as a result of a modification of the Mortgage Loan
            or a
            liquidation of the Mortgaged Property pursuant to the terms of this Agreement)
            or should the Company otherwise prejudice any rights the Purchaser may
            have
            under the mortgage instruments, upon written demand of the Purchaser,
            the
            Company shall deposit in the Custodial Account the entire outstanding
            principal
            balance, plus all accrued interest on such Mortgage Loan, on the day
            preceding
            the next Remittance Date.”

           

          (v)  Section
            6.04 of the Servicing Agreement is modified by deleting the words “the
            Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
            Master Servicer and such Depositor” and replacing such with “the Master
            Servicer”. 

           

          (w)  Section
            6.05 of the Servicing Agreement is deleted in its entirety and replaced
            with
“Reserved”.

           

          (x)  Section
            6.06 of the Servicing Agreement is modified by deleting the words “the
            Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
            Master Servicer and such Depositor” and replacing such with “the Master
            Servicer,”.

           

          (y)  Section
            6.07 of the Servicing Agreement is modified by adding the language “, Master
            Servicer,” after the phrase “(or such designee)” in clause (iii) therein.


           

          (z)  Section
            6.09 of the Servicing Agreement is modified by adding the following paragraph
            immediately following the first paragraph of Section 6.09:

           

          “The
            Company shall not permit the creation of any “interests” (within the meaning of
            Section 860G of the Code) in any REMIC. The Company shall not enter into
            any
            arrangement by which a REMIC will receive a fee or other compensation
            for
            services nor permit a REMIC to receive any income from assets other than
            “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
            investments” as defined in Section 860G(a)(5) of the Code.”

           

          (aa)  Section
            8.01 of the Servicing Agreement is deleted in its entirety and replaced
            with the
            following:

           

          “The
            Company shall indemnify the Purchaser and Master Servicer and hold them
            harmless
            against any and all claims, losses, damages, penalties, fines, forfeitures,
            reasonable and necessary legal fees and related costs, judgments, and
            any other
            costs, fees and expenses that the Purchaser or Master Servicer may sustain
            in
            any way related to the failure of the Company to perform its duties and
            service
            the Mortgage Loans in strict compliance with the terms of this Agreement.
            The
            Company immediately shall notify the Purchaser and Master Servicer if
            a claim is
            made by a third party with respect to this Agreement or the Mortgage
            Loans,
            assume (with prior written consent of the Purchaser or Master Servicer,
            respectively) the defense of any such claim and pay all expenses in connection
            therewith, including counsel fees, and promptly pay, discharge and satisfy
            any
            judgment or decree which may be entered against it or the Purchaser or
            Master
            Servicer in respect of such claim. The Company shall follow any written
            instructions received from the Purchaser or Master Servicer in connection
            with
            such claim. The Purchaser or Master Servicer promptly shall reimburse
            the
            Company for all amounts advanced by it pursuant to the preceding sentence
            except
            when the claim is in any way related to the Company’s indemnification pursuant
            to Section 3.03, or the failure of the Company to service and administer
            the
            Mortgage Loans in strict compliance with the terms of this
            Agreement.”

           

          (bb)  Section
            9.01(d) of the Servicing Agreement is modified by deleting phrase “(i), (ii),
            (iii) and (vii)” in the first paragraph thereof in its entirety and replacing it
            with the phrase “(i), (ii), (iii), (vii) and (viii)”.

           

          (cc)  Section
            9.01(d)(vi)(A) of the Servicing Agreement is modified by deleting the
            phrase
“The Company shall be deemed to represent” in the first line thereof in its
            entirety and replacing it with the phrase “The Company hereby
            represents”.

           

          (dd)  Section
            9.01(d)(viii) of the Servicing Agreement is modified by adding the following
            language at the end thereof: “as may reasonably requested by the Purchaser, any
            Master Servicer, or any Depositor.”

           

          (ee)  Section
            9.01(e)(iv) of the Servicing Agreement is modified by adding the following
            language at the end thereof: “or Sections 4.25, 6.04, 6.06, 6.07, 9.01(d) or (f)
            or 12.14.”

           

          (ff)  Section
            9.01 of the Servicing Agreement is modified by deleting the phrase “Section
            9.01(d)” in the first sentence of the third paragraph thereof in its entirety
            and replacing it with the phrase “Sections 4.25, 6.04, 6.06, 6.07, 9.01(d), (e)
            and (f) and 12.14.”

           

          (gg)  Section
            10.01 of the Servicing Agreement is modified by adding the language “(not
            including Sections 6.04 or 6.06 of this Agreement)” after the phrase “set forth
            in this Agreement” in clause (ii) therein, and by replacing “thirty (30)” with
“fourteen (14)” in clause (x) therein.

           

          (hh)  Section
            11.02 of the Servicing Agreement is hereby deleted in its entirety.

           

          (ii)  Exhibit
            I
            of the Servicing Agreement is modified to include the information set
            forth on
Attachment 3
            hereto
            or in such other format mutually agreed upon by the Company and the Master
            Servicer.

           

          (jj)  Exhibit
            I
            of the Servicing Agreement is further modified by deleting the phrase
“Form of
            Remittance Advice” in its entirety and replacing it with the phrase “Form of
            Remittance Report”. 

           

          (kk)  Exhibit
            K
            of the Servicing Agreement is hereby deleted in its entirety and replaced
            with
Attachment 4
            hereto.

           

          Miscellaneous

           

          10.  All
            demands, notices and communications related to the Assigned Loans, the
            Servicing
            Agreement and this AAR Agreement shall be in writing or electronic mail
            and
            shall be deemed to have been duly given if personally delivered at or
            mailed by
            registered mail, postage prepaid, as follows:

           

          (a)  In
            the
            case of Assignor,

           

          Nomura
            Credit & Capital, Inc.

          2
            World
            Financial Center

          Building
            B, 18th Floor

          New
            York,
            New York 10281

          Attn:
            Legal Assistant

           

          (b)  In
            the
            case of Assignee,

           

          Nomura
            Home Equity Loan, Inc.

          2
            World
            Financial Center

          Building
            B, 18th Floor

          New
            York,
            New York 10281

          Attention:
            Legal Assistant

           

          (c)  In
            the
            case of Master Servicer,

           

          Wells
            Fargo Bank, N.A.

          9062
            Old
            Annapolis Road

          Columbia,
            Maryland 21045

          Attention:
            Client Manager - NHEL 2007-1

          Telecopier:
            (410) 715-2380

           

          (d)  In
            the
            case of Servicer,

           

          Wells
            Fargo Bank, N.A.

          1
            Home
            Campus

          Des
            Moines, Iowa 50328-0001

          Attention:
            John B. Brown, MAC X2302-033

           

          With
            a
            copy to:

           

          Wells
            Fargo Bank, N.A.

          1
            Home
            Campus

          Des
            Moines, Iowa 50328-0001

          Attention:
            General Counsel MAC X2401-06T

           

          11.  Each
            party will pay any commissions, fees and expenses, including attorney’s fees, it
            has incurred in connection with the negotiations for, documenting of
            and closing
            of the transactions contemplated by this AAR Agreement.

           

          12.  This
            AAR
            Agreement shall be construed in accordance with the laws of the State
            of New
            York, without regard to conflicts of law principles, and the obligations,
            rights
            and remedies of the parties hereunder shall be determined in accordance
            with
            such laws.

           

          13.  No
            term
            or provision of this AAR Agreement may be waived or modified unless such
            waiver
            or modification is in writing and signed by the party against whom such
            waiver
            or modification is sought to be enforced.

           

          14.  This
            AAR
            Agreement shall inure to the benefit of the successors and assigns of
            the
            parties hereto. Any entity into which Assignor, Assignee or Company may
            be
            merged or consolidated shall, without the requirement for any further
            writing,
            be deemed Assignor, Assignee or Company, respectively, hereunder.

           

          15.  This
            AAR
            Agreement shall survive the conveyance of the Assigned Loans, the assignment
            of
            the Servicing Agreement to the extent of the Assigned Loans by Assignor
            to
            Assignee and the termination of the Servicing Agreement.

           

          16.  This
            AAR
            Agreement may be executed simultaneously in any number of counterparts.
            Each
            counterpart shall be deemed to be an original and all such counterparts
            shall
            constitute one and the same instrument.

           

          17.  In
            the
            event that any provision of this AAR Agreement conflicts with any provision
            of
            the Servicing Agreement with respect to the Assigned Loans, the terms
            of this
            AAR Agreement shall control.

           

          18.  For
            purposes of this AAR Agreement, the Trustee and the Master Servicer shall
            be
            considered third party beneficiaries to this Agreement entitled to all
            the
            rights and benefits accruing to the Trustee and the Master Servicer,
            as
            applicable, herein as if it were a direct party to this AAR
            Agreement.

           

          


          


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          IN
            WITNESS WHEREOF, the parties hereto have executed this AAR Agreement
            as of the
            day and year first above written.

           

          
            	
                    NOMURA
                      CREDIT & CAPITAL, INC.

                    Assignor

                  
	 	 
	
                    By:

                  	
                    /s/
                      Jeane Leschak

                  
	
                    Name:

                  	
                    Jeane
                      Leschak

                  
	
                    Title:

                  	
                    Director

                  
	 
	 
	
                    NOMURA
                      HOME EQUITY LOAN, INC.

                    Assignee

                  
	 	 
	
                    By:

                  	
                    /s/
                      John P. Graham

                  
	
                    Name:

                  	
                    John
                      P. Graham

                  
	
                    Title:

                  	
                    Managing
                      Director

                  


          

           


          
            	
                    WELLS
                      FARGO BANK, N.A.

                    Servicer

                  
	 	 
	
                    By:

                  	
                    /s/
                      Kelly Lynn Butler

                  
	
                    Name:

                  	Kelly
                    Lynn
                    Butler
	
                    Title:

                  	Assistant
                    Vice
                    President
	 
	 
	
                    ACKNOWLEDGED
                      AND AGREED TO:

                    HSBC
                      BANK USA, NATIONAL ASSOCIATION

                    Trustee
                      for the holders of the Nomura Home Equity Loan, Inc., Home
                      Equity Loan
                      Trust, Series 2007-1, Asset-Backed Certificates, Series
                      2007-1

                  
	 	 
	
                    By:

                  	/s/
                    Elena Zheng
	
                    Name:

                  	Elena
                    Zheng
	
                    Title:

                  	Assistant
                    Vice
                    President
	 
	 
	
                    ACKNOWLEDGED
                      AND AGREED TO:

                    WELLS
                      FARGO BANK, N.A.

                    Master
                      Servicer

                  
	 	 
	
                    By:

                  	/s/
                    Carla S. Walker 
	
                    Name:

                  	Carla
                    S.
                    Walker 
	
                    Title:

                  	Vice
                    President


          

          


           

          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          



          ATTACHMENT
            1-A

           

          ASSIGNED
            LOAN SCHEDULE

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          



          ATTACHMENT
            1-B

           

          ASSIGNED
            LOAN SCHEDULE

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          



          ATTACHMENT
            2

           

          SELLER’S
            WARRANTIES AND SERVICING AGREEMENT

           

          
            NOMURA
              CREDIT & CAPITAL, INC.

            Purchaser,

             

            WACHOVIA
              MORTGAGE CORPORATION

            Seller

             

            SELLER’S
              PURCHASE, WARRANTIES AND SERVICING AGREEMENT

             

            Dated
              as
              of March 1, 2006

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            TABLE
              OF CONTENTS

             

            
              
                	
                        ARTICLE
                          I DEFINITIONS

                      
	 	 
	
                        Section
                          1.01.

                      	
                        Defined
                          Terms.

                      
	 	 
	
                        ARTICLE
                          II SERVICING OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION
                          OF MORTGAGE
                          FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY
                          OF MORTGAGE LOAN
                          DOCUMENTS

                      
	 	 
	
                        Section
                          2.01.

                      	
                        Agreement
                          to Purchase.

                      
	 	 
	
                        Section
                          2.02.

                      	
                        Purchase
                          Price.

                      
	 	 
	
                        Section
                          2.03.

                      	
                        Servicing
                          of Mortgage Loans.

                      
	 	 
	
                        Section
                          2.04.

                      	
                        Record
                          Title and Possession of Mortgage Files; Maintenance of
                          Servicing
                          Files.

                      
	 	 
	
                        Section
                          2.05.

                      	
                        Books
                          and Records.

                      
	 	 
	
                        Section
                          2.06.

                      	
                        Transfer
                          of Mortgage Loans.

                      
	 	 
	
                        Section
                          2.07.

                      	
                        Delivery
                          of Mortgage Loan Documents.

                      
	 	 
	
                        Section
                          2.08.

                      	
                        Quality
                          Control Procedures.

                      
	 	 
	
                        Section
                          2.09.

                      	
                        Closing.

                      
	 	 
	
                        ARTICLE
                          III REPRESENTATIONS AND WARRANTIES OF THE SELLER; REPURCHASE;
                          REVIEW OF
                          MORTGAGE LOANS

                      
	 	 
	
                        Section
                          3.01.

                      	
                        Representations
                          and Warranties of the Seller.

                      
	 	 
	
                        Section
                          3.02.

                      	
                        Representations
                          and Warranties as to Individual Mortgage Loans.

                      
	 	 
	
                        Section
                          3.03.

                      	
                        Repurchase;
                          Substitution.

                      
	 	 
	
                        Section
                          3.04.

                      	
                        Purchase
                          Price Protection.

                      
	 
	
                        ARTICLE
                          IV ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

                      
	 
	
                        Section
                          4.01.

                      	
                        The
                          Seller to Act as Servicer.

                      
	
                         

                      	 
	
                        Section
                          4.02.

                      	
                        Collection
                          of Mortgage Loan Payments.

                      
	 	 
	
                        Section
                          4.03.

                      	
                        Realization
                          Upon Defaulted Mortgage Loans.

                      
	 	 
	
                        Section
                          4.04.

                      	
                        Establishment
                          of Custodial Accounts; Deposits in Custodial Accounts.

                      
	 	 
	
                        Section
                          4.05.

                      	
                        Permitted
                          Withdrawals From the Custodial Account.

                      
	 	 
	
                        Section
                          4.06.

                      	
                        Establishment
                          of Escrow Accounts; Deposits in Accounts.

                      
	 	 
	
                        Section
                          4.07.

                      	
                        Permitted
                          Withdrawals From the Escrow Account.

                      
	 	 
	
                        Section
                          4.08.

                      	
                        Payment
                          of Taxes, Insurance and Charges; Maintenance of Primary
                          Mortgage
                          Insurance; Collections Thereunder.

                      
	 	 
	
                        Section
                          4.09.

                      	
                        Transfer
                          of Accounts.

                      
	 	 
	
                        Section
                          4.10.

                      	
                        Maintenance
                          of Hazard Insurance.

                      
	 	 
	
                        Section
                          4.11.

                      	
                        Maintenance
                          of Mortgage Impairment Insurance Policy.

                      
	 	 
	
                        Section
                          4.12.

                      	
                        Maintenance
                          of Fidelity Bond and Errors and Omissions Insurance.

                      
	 	 
	
                        Section
                          4.13.

                      	
                        Title,
                          Management and Disposition of REO Property.

                      
	 	 
	
                        Section
                          4.14.

                      	
                        Notification
                          of Maturity Date.

                      
	 	 
	
                        ARTICLE
                          V PAYMENTS TO THE PURCHASER

                      
	 	 
	
                        Section
                          5.01.

                      	
                        Distributions.

                      
	 	 
	
                        Section
                          5.02.

                      	
                        Statements
                          to the Purchaser.

                      
	 	 
	
                        Section
                          5.03.

                      	
                        Monthly
                          Advances by the Seller.

                      
	 	 
	
                        Section
                          5.04.

                      	
                        Liquidation
                          Reports.

                      
	 
	
                        ARTICLE
                          VI GENERAL SERVICING PROCEDURES

                      
	 
	
                        Section
                          6.01.

                      	
                        Assumption
                          Agreements.

                      
	
                         

                      	 
	
                        Section
                          6.02.

                      	
                        Satisfaction
                          of Mortgages and Release of Mortgage Files.

                      
	 	 
	
                        Section
                          6.03.

                      	
                        Servicing
                          Compensation.

                      
	 	 
	
                        Section
                          6.04.

                      	
                        [Annual
                          Statement as to Compliance.

                      
	 	 
	
                        Section
                          6.05.

                      	
                        [Annual
                          Independent Certified Public Accountants’ Servicing
                          Report.

                      
	 	 
	
                        Section
                          6.06.

                      	
                        Purchaser’s
                          Right to Examine Seller Records.

                      
	 	 
	
                        Section
                          6.07.

                      	
                        Seller
                          Shall Provide Information as Reasonably Required.

                      
	 
	
                        ARTICLE
                          VII THE SELLER

                      
	 
	
                        Section
                          7.01.

                      	
                        Indemnification;
                          Third Party Claims.

                      
	 	 
	
                        Section
                          7.02.

                      	
                        Merger
                          or Consolidation of the Seller.

                      
	 	 
	
                        Section
                          7.03.

                      	
                        Limitation
                          on Liability of the Seller and Others.

                      
	 	 
	
                        Section
                          7.04.

                      	
                        Seller
                          Not to Resign.

                      
	 	 
	
                        Section
                          7.05.

                      	
                        No
                          Transfer of Servicing.

                      
	 
	
                        ARTICLE
                          VIII DEFAULT

                      
	 
	
                        Section
                          8.01.

                      	
                        Events
                          of Default.

                      
	 	 
	
                        Section
                          8.02.

                      	
                        Waiver
                          of Defaults.

                      
	 	 
	
                        ARTICLE
                          IX TERMINATION

                      
	 	 
	
                        Section
                          9.01.

                      	
                        Termination.

                      
	 	 
	
                        ARTICLE
                          X RECONSTITUTION OF MORTGAGE LOANS

                      
	 	 
	
                        Section
                          10.01.

                      	
                        Reconstitution
                          of Mortgage Loans.

                      
	 	 
	
                        ARTICLE
                          XI MISCELLANEOUS PROVISIONS

                      
	 	 
	
                        Section
                          11.01.

                      	
                        Successor
                          to the Seller.

                      
	 	 
	
                        Section
                          11.02.

                      	
                        Amendment.

                      
	 	 
	
                        Section
                          11.03.

                      	
                        Recordation
                          of Agreement.

                      
	 	 
	
                        Section
                          11.04.

                      	
                        Governing
                          Law.

                      
	 	 
	
                        Section
                          11.05.

                      	
                        Notices.

                      
	 	 
	
                        Section
                          11.06.

                      	
                        Severability
                          of Provisions.

                      
	 	 
	
                        Section
                          11.07.

                      	
                        Exhibits.

                      
	 	 
	
                        Section
                          11.08.

                      	
                        General
                          Interpretive Principles.

                      
	 	 
	
                        Section
                          11.09.

                      	
                        Reproduction
                          of Documents.

                      
	 	 
	
                        Section
                          11.10.

                      	
                        Confidentiality
                          of Information.

                      
	 	 
	
                        Section
                          11.11.

                      	
                        Recordation
                          of Assignments of Mortgage.

                      
	 	 
	
                        Section
                          11.12.

                      	
                        Assignment
                          by Purchaser.

                      
	 	 
	
                        Section
                          11.13.

                      	
                        No
                          Partnership.

                      
	 	 
	
                        Section
                          11.14.

                      	
                        Execution;
                          Successors and Assigns.

                      
	 	 
	
                        Section
                          11.15.

                      	
                        Entire
                          Agreement.

                      
	 	 
	
                        Section
                          11.16.

                      	
                        No
                          Solicitation.

                      
	 	 
	
                        Section
                          11.17.

                      	
                        Costs.

                      
	 	 
	
                        Section
                          11.18.

                      	
                        Protection
                          of Mortgagor Personal Information.

                      


              

               

            

            EXHIBITS

            

              
                	 	
                        A-1

                      	
                        Contents
                          of Mortgage File

                      
	 	
                        A-2

                      	
                        Contents
                          of Servicing File

                      
	 	
                        B

                      	
                        Form
                          of Custodial Account Letter Agreement

                      
	 	
                        C

                      	
                        Form
                          of Escrow Account Letter Agreement

                      
	 	
                        D

                      	
                        Form
                          of Assignment, Assumption and Recognition Agreement

                      
	 	
                        E

                      	
                        Form
                          of Assignment and Conveyance

                      
	 	
                        F

                      	
                        Request
                          for Release of Documents and Receipt

                      
	 	
                        Addendum
                          I

                      	
                        Regulation
                          AB Compliance Addendum

                      


              

            

            

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                  
                  

                

              

            

             

            This
              is a
              Seller’s Purchase, Warranties and Servicing Agreement, dated as of March 1,
              2006
              and is executed by and between Nomura Credit & Capital, Inc., as purchaser
              (the “Purchaser”), and Wachovia Mortgage Corporation, as seller and servicer (in
              such capacity, the “Seller”).

             

            WITNESSETH:

             

            WHEREAS,
              the Purchaser has heretofore agreed to purchase from the Seller and
              the Seller
              has heretofore agreed to sell to the Purchaser certain Mortgage Loans,
              servicing
              rights retained, from time to time, pursuant to the terms of a letter
              agreement
              by and between the Seller and the Purchaser (the “Purchase
              Price and Terms Letter”);

             

            WHEREAS,
              each of the Mortgage Loans is secured by a mortgage, deed of trust
              or other
              security instrument creating a first or second lien on a residential
              dwelling
              located in the jurisdiction indicated on the related Mortgage Loan
              Schedule,
              which is annexed to the related Assignment and Conveyance. The Mortgage
              Loans as
              described herein shall be delivered in groups of whole loans (each,
              a
“Mortgage
              Loan Package”)
              on
              various dates as provided herein (each, a “Closing
              Date”);
              and

             

            WHEREAS,
              the Purchaser and the Seller wish to prescribe the representations
              and
              warranties of the Seller with respect to itself, the Mortgage Loans
              and the
              management, servicing and control of the Mortgage Loans by the
              Seller.

             

            NOW,
              THEREFORE, in consideration of the mutual agreements hereinafter set
              forth, and
              for other good and valuable consideration, the receipt and adequacy
              of which is
              hereby acknowledged, the Purchaser and the Seller agree as follows:

             

            ARTICLE
              I

            DEFINITIONS

             

            Section
              1.01.  Defined
              Terms.

             

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

             

            Accepted
              Servicing Practices:
              With
              respect to any Mortgage Loan, those mortgage servicing practices (including
              collection procedures) of prudent mortgage banking institutions which
              service
              mortgage loans of the same type as such Mortgage Loan in the jurisdiction
              where
              the related Mortgaged Property is located, and which are in accordance
              with
              Fannie Mae servicing practices and procedures, for MBS pool mortgages,
              as
              defined in the Fannie Mae Guides, including future updates.

             

            Adjustable
              Rate Mortgage Loan:
              A
              Mortgage Loan as to which the related Mortgage Note provides that the
              Mortgage
              Interest Rate may be adjusted periodically.

             

            Adjustment
              Date:
              With
              respect to each Adjustable Rate Mortgage Loan, the date set forth in
              the related
              Mortgage Note on which the Mortgage Interest Rate on the Mortgage Loan
              is
              adjusted in accordance with the terms of the Mortgage Note.

             

            Agency
              Transfer:
              The
              sale or transfer by the Purchaser of some or all of the Mortgage Loans
              to Fannie
              Mae or Freddie Mac.

             

            Agreement:
              This
              Seller’s Purchase, Warranties and Servicing Agreement including all exhibits
              hereto, amendments hereof and supplements hereto.

             

            Appraised
              Value:
              With
              respect to any Mortgaged Property, the lesser of (i) the value thereof
              as
              determined by an appraisal made for the originator of the Mortgage
              Loan at the
              time of origination of the Mortgage Loan by an appraiser who met the
              underwriting requirements of the originator, and (ii) the purchase
              price paid
              for the related Mortgaged Property by the Mortgagor with the proceeds
              of the
              Mortgage Loan, provided,
              however,
              in the
              case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
              is
              based solely upon the value determined by an appraisal made for the
              originator
              of such Refinanced Mortgage Loan at the time of origination of such
              Refinanced
              Mortgage Loan by an appraiser who met the underwriting requirements
              of the
              originator.

             

            Assignment
              and Conveyance:
              As
              defined in Section 2.03.

             

            Assignment
              of Mortgage:
              An
              assignment of the Mortgage, notice of transfer or equivalent instrument
              in
              recordable form, sufficient under the laws of the jurisdiction wherein
              the
              related Mortgaged Property is located to reflect the transfer of the
              Mortgage.

             

            BIF:
              The
              Bank Insurance Fund, or any successor thereto.

             

            Business
              Day:
              Any day
              other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the
              States of
              New York or North Carolina, or (iii) a day on which banks in the States
              of New
              York or North Carolina are authorized or obligated by law or executive
              order to
              be closed.

             

            Cash-Out
              Refinancing:
              A
              Refinanced Mortgage Loan the proceeds of which were in excess of the
              principal
              balance of any existing first mortgage loan on the related Mortgaged
              Property
              and related closing costs, and were used to pay any such existing first
              mortgage, related closing costs and subordinate mortgage loans on the
              related
              Mortgaged Property.

             

            Closing
              Date:
              The
              date or dates set forth in the related Purchase Price and Terms Letter
              on which
              the Purchaser from time to time shall purchase and the Seller from
              time to time
              shall sell to the Purchaser, the Mortgage Loans listed on the related
              Mortgage
              Loan Schedule with respect to the related Mortgage Loan Package.

             

            Code:
              The
              Internal Revenue Code of 1986, as the same may be amended from time
              to time (or
              any successor statute thereto).

             

            Compensating
              Interest:
              For any
              Remittance Date, the lesser of (i) the aggregate Servicing Fee payable
              to the
              Seller for such Remittance Date and (ii) the aggregate Prepayment Interest
              Shortfall for such Remittance Date.

             

            Condemnation
              Proceeds:
              All
              awards, compensation and settlements in respect of a Mortgaged Property,
              whether
              permanent or temporary, partial or entire, by exercise of the power
              of eminent
              domain or condemnation, to the extent not required to be released to
              a Mortgagor
              in accordance with the terms of the related Mortgage Loan
              Documents.

             

            Convertible
              Mortgage Loan:
              Any
              Adjustable Rate Mortgage Loan purchased pursuant to this Agreement
              as to which
              the related Mortgage Note permits the Mortgagor to convert the Mortgage
              Interest
              Rate on such Mortgage Loan to a fixed Mortgage Interest Rate.

             

            Co-op
              Lease:
              With
              respect to a Co-op Loan, the lease with respect to a dwelling unit
              occupied by
              the Mortgagor and relating to the stock allocated to the related dwelling
              unit.

             

            Co-op
              Loan:
              A
              Mortgage Loan secured by the pledge of stock allocated to a dwelling
              unit in a
              residential cooperative housing corporation and a collateral assignment
              of the
              related Co-op Lease.

             

            Co-op
              Stock:
              With
              respect to a Co-op Loan, the single outstanding class of stock, partnership
              interest or other ownership instrument in the related residential cooperative
              housing corporation.

             

            Credit
              Score:
              The
              credit score for each Mortgage Loan shall be the minimum of two credit
              bureau
              scores obtained at origination or such other time by the Seller. If
              two credit
              bureau scores are obtained, the Credit Score will be the lower score.
              If three
              credit bureau scores are obtained, the Credit Score will be the middle
              of the
              three. When there is more than one applicant, the lowest of the applicants’
Credit Scores will be used. There is only one (1) score for any loan
              regardless
              of the number of borrowers and/or applicants.

             

            Custodial
              Account:
              Each
              separate demand account or accounts created and maintained pursuant
              to Section
              4.04 which shall be entitled “Wachovia Mortgage Corporation, in trust for the
              Purchaser, owner of various whole loan series” and shall be established as an
              Eligible Account, in the name of the Person that is the “Purchaser” with respect
              to the related Mortgage Loans.

             

            Cut-off
              Date:
              With
              respect to each Mortgage Loan Package, the first Business Day of the
              month of
              the related Closing Date, or as otherwise set forth in the related
              Purchase
              Price and Terms Letter.

             

            Determination
              Date:
              With
              respect to each Remittance Date, the 15th day (or if such 15th day
              is not a
              Business Day, the Business Day immediately preceding such 15th day)
              of the month
              in which such Remittance Date occurs.

             

            Due
              Date:
              With
              respect to any Mortgage Loan, the day of the month on which the Monthly
              Payment
              is due on such Mortgage Loan, exclusive of any days of grace.

             

            Due
              Period:
              With
              respect to each Remittance Date, the period commencing on the second
              day of the
              month preceding the month of such Remittance Date and ending on the
              first day of
              the month of the Remittance Date.

             

            Eligible
              Account:
              An
              account established and maintained: (a) within FDIC insured accounts
              (or other
              accounts with comparable insurance coverage acceptable to the Rating
              Agencies)
              created, maintained and monitored by the Seller so that all funds deposited
              therein are fully insured, (b) with the corporate trust department
              of a
              financial institution assigned a long-term debt rating of not less
              than “Baa3,”
and a short term debt rating of “P3,” from Moody’s Investors Services, Inc. and,
              if ownership of the Mortgage Loans is evidenced by mortgaged backed
              securities,
              the equivalent ratings of the rating agencies, and held such that the
              rights of
              the Purchaser and the owner of the Mortgage Loans shall be fully protected
              against the claims of any creditors of the Seller and of any creditors
              or
              depositors of the institution in which such account is maintained or
              (c) in a
              separate non-trust account without FDIC or other insurance in an Eligible
              Institution. In the event that a Custodial Account is established pursuant
              to
              clause (b) or (c) of the preceding sentence, the Seller shall provide
              the
              Purchaser with written notice on the Business Day following the date
              on which
              the applicable institution fails to meet the applicable ratings
              requirements.

             

            Eligible
              Institution:
              An
              institution having (i) the highest short-term debt rating, and one
              of the two
              highest long-term debt ratings of the Rating Agency; or (ii) with respect
              to any
              Custodial Account, an unsecured long-term debt rating of at least one
              of the two
              highest unsecured long-term debt ratings of the Rating Agencies.

             

            Eligible
              Investments:
              Any one
              or more of the following obligations or securities:

             

            (a) direct
              obligations of, and obligations fully guaranteed by the United States
              of America
              or any agency or instrumentality of the United States of America the
              obligations
              of which are backed by the full faith and credit of the United States
              of
              America;

             

            (b) (i)
              demand or time deposits, federal funds or bankers’ acceptances issued by any
              depository institution or trust company incorporated under the laws
              of the
              United States of America or any state thereof and subject to supervision
              and
              examination by federal and/or state banking authorities, provided that
              the
              commercial paper and/or the short-term deposit rating and/or the long-term
              unsecured debt obligations or deposits of such depository institution
              or trust
              company at the time of such investment or contractual commitment providing
              for
              such investment are rated in one of the two highest rating categories
              by each
              Rating Agency and (ii) any other demand or time deposit or certificate
              of
              deposit that is fully insured by the FDIC;

             

            (c) repurchase
              obligations with a term not to exceed thirty (30) days and with respect
              to (i)
              any security described in clause (a) above and entered into with a
              depository
              institution or trust company (acting as principal) described in clause
              (b)(ii)
              above;

             

            (d) securities
              bearing interest or sold at a discount issued by any corporation incorporated
              under the laws of the United States of America or any state thereof
              that are
              rated in one of the two highest rating categories by each Rating Agency
              at the
              time of such investment or contractual commitment providing for such
              investment;
provided,
              however,
              that
              securities issued by any particular corporation will not be Eligible
              Investments
              to the extent that investments therein will cause the then outstanding
              principal
              amount of securities issued by such corporation and held as Eligible
              Investments
              to exceed 10% of the aggregate outstanding principal balances of all
              of the
              Mortgage Loans and Eligible Investments;

             

            (e) commercial
              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) which are rated in
              one of the
              two highest rating categories by each Rating Agency at the time of
              such
              investment;

             

            (f) any
              other
              demand, money market or time deposit, obligation, security or investment
              as may
              be acceptable to each Rating Agency as evidenced in writing by each
              Rating
              Agency; and

             

            (g) any
              money
              market funds the collateral of which consists of obligations fully
              guaranteed by
              the United States of America or any agency or instrumentality of the
              United
              States of America the obligations of which are backed by the full faith
              and
              credit of the United States of America (which may include repurchase
              obligations
              secured by collateral described in clause (a)) and other securities
              and which
              money market funds are rated in one of the two highest rating categories
              by each
              Rating Agency.

             

            provided,
              however,
              that no
              instrument or security shall be an Eligible Investment if such instrument
              or
              security evidences a right to receive only interest payments with respect
              to the
              obligations underlying such instrument or if such security provides
              for payment
              of both principal and interest with a yield to maturity in excess of
              120% of the
              yield to maturity at par or if such investment or security is purchased
              at a
              price greater than par.

             

            Equity:
              With
              respect to any second lien Mortgage Loan, the Appraised Value, less
              the unpaid
              principal balance of the related First Lien.

             

            Equity
              Loan-to-Value:
              With
              respect to any second lien Mortgage Loan, the original principal balance
              of such
              Mortgage Loan, divided by the Equity.

             

            Escrow
              Account:
              Each
              separate trust account or accounts created and maintained pursuant
              to Section
              4.06 which shall be entitled “Wachovia Mortgage Corporation, in trust for the
              Purchaser, owner of various whole loan series and various Mortgagors” and shall
              be established as an Eligible Account, in the name of the Person that
              is the
“Purchaser” with respect to the related Mortgage Loans.

             

            Escrow
              Payments:
              With
              respect to any Mortgage Loan, the amounts constituting ground rents,
              taxes,
              assessments, water rates, sewer rents, municipal charges, mortgage
              insurance
              premiums, fire and hazard insurance premiums, condominium charges,
              and any other
              payments required to be escrowed by the Mortgagor with the mortgagee
              pursuant to
              the Mortgage, applicable law or any other related document.

             

            Event
              of Default:
              Any one
              of the conditions or circumstances enumerated in Section 8.01.

             

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

             

            Fannie
              Mae Guides:
              The
              Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments
              or additions thereto, including, but not limited to, future updates
              thereof.

             

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

             

            Fidelity
              Bond:
              A
              fidelity bond to be maintained by the Seller pursuant to Section
              4.12.

             

            FIRREA:
              The
              Financial Institutions Reform, Recovery, and Enforcement Act of 1989,
              as amended
              and in effect from time to time.

             

            First
              Lien:
              With
              respect to any second lien Mortgage Loan, the mortgage loan relating
              to the
              corresponding Mortgaged Property having a first priority lien.

             

            First
              Remittance Date:
              The
              eighteenth (18th) day of the month following each respective Closing
              Date, or if
              such day is not a Business Day, the first Business Day immediately
              thereafter.

             

            Fixed
              Rate Mortgage Loan:
              A
              Mortgage Loan purchased pursuant to this Agreement which bears a fixed
              Mortgage
              Interest Rate during the life of the loan.

             

            Freddie
              Mac:
              The
              entity formerly known as the Federal Home Loan Mortgage Corporation,
              or any
              successor thereto.

             

            Freddie
              Mac Guides:
              The
              Freddie Mac Sellers’ Guide and the Freddie Mac Servicers’ Guide and all
              amendments or additions thereto, including, but not limited to, any
              future
              updates thereof.

             

            GAAP:
              Generally accepted accounting principles, consistently applied.

             

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

             

            HUD:
              The
              United States Department of Housing and Urban Development or any successor
              thereto.

             

            Index:
              With
              respect to any Adjustable Rate Mortgage Loan, the index identified
              on the
              Mortgage Loan Schedule and set forth in the related Mortgage Note for
              the
              purpose of calculating the Mortgage Interest Rate thereon.

             

            Insurance
              Proceeds:
              With
              respect to each Mortgage Loan, proceeds of insurance policies insuring
              the
              Mortgage Loan or the related Mortgaged Property.

             

            Interest
              Only Mortgage Loan:
              A
              Mortgage Loan that only requires payments of interest for a period
              of time
              specified in the related Mortgage Note.

             

            Liquidation
              Proceeds:
              Amounts
              received in connection with the partial or complete liquidation of
              a defaulted
              Mortgage Loan, whether through the sale or assignment of such Mortgage
              Loan,
              trustee’s sale, foreclosure sale or otherwise, or in connection with the sale
              of
              the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
              of
              the Mortgage.

             

            Loan-to-Value
              Ratio
              or
LTV:
              With
              respect to any Mortgage Loan, the ratio of the original outstanding
              principal
              amount of the Mortgage Loan and, with respect to any second lien Mortgage
              Loan,
              the outstanding principal amount of any related First Lien as of the
              date of
              origination of such mortgage loan, to the Appraised Value of the related
              Mortgaged Property.

             

            Maximum
              Mortgage Interest Rate:
              With
              respect to each Adjustable Rate Mortgage Loan, a rate that is set forth
              on the
              related Mortgage Loan Schedule and in the related Mortgage Note and
              is the
              maximum interest rate to which the Mortgage Interest Rate on such Mortgage
              Loan
              may be increased on any Adjustment Date.

             

            MERS:
              Mortgage Electronic Registration Systems, Inc., a corporation organized
              and
              existing under the laws of the State of Delaware, or any successor
              thereto.

             

            MERS
              Mortgage Loan:
              Any
              Mortgage Loan registered with MERS on the MERS System.

             

            MERS
              System:
              The
              system of recording transfers of mortgages electronically maintained
              by
              MERS.

             

            MIN:
              The
              Mortgage Identification Number for any MERS Mortgage Loan.

             

            Minimum
              Mortgage Interest Rate:
              With
              respect to each Adjustable Rate Mortgage Loan, a rate that is set forth
              on the
              related Mortgage Loan Schedule and in the related Mortgage Note and
              is the
              minimum interest rate to which the Mortgage Interest Rate on such Mortgage
              Loan
              may be decreased on any Adjustment Date.

             

            MOM
              Loan:
              Any
              Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee
              for the
              originator of such Mortgage Loan and its successors and assigns.

             

            Monthly
              Advance:
              The
              payment required to be made by the Seller with respect to any Remittance
              Date
              pursuant to Section 5.03.

             

            Monthly
              Payment:
              The
              scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
              to
              principal and/or interest on such Mortgage Loan pursuant to the terms
              of the
              related Mortgage Note.

             

            Mortgage:
              With
              respect to any Mortgage Loan that is not a Co-op Loan, the mortgage,
              deed of
              trust or other instrument securing a Mortgage Note which creates a
              first or
              second lien on an unsubordinated estate in fee simple in real property
              securing
              the Mortgage Note; except that with respect to real property located
              in
              jurisdictions in which the use of leasehold estates for residential
              properties
              is a widely-accepted practice, the mortgage, deed of trust or other
              instrument
              securing the Mortgage Note may secure and create a first or second
              lien upon a
              leasehold estate of the Mortgagor. With respect to a Co-op Loan, the
              related
              Security Agreement.

             

            Mortgage
              File:
              With
              respect to each Mortgage Loan, the documents pertaining thereto specified
              in
Exhibit
              A-1
              and any
              additional documents required to be added to the Mortgage File pursuant
              to this
              Agreement.

             

            Mortgage
              Interest Rate:
              As to
              each Mortgage Loan, the annual rate at which interest accrues on such
              Mortgage
              Loan in accordance with the provisions of the related Mortgage
              Note.

             

            Mortgage
              Loan:
              An
              individual Mortgage Loan which is the subject of this Agreement, each
              Mortgage
              Loan originally sold and subject to this Agreement being identified
              on the
              related Mortgage Loan Schedule, which Mortgage Loan includes without
              limitation
              the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
              Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
              Proceeds,
              any escrow accounts related to the Mortgage Loan, and all other rights,
              benefits, proceeds and obligations arising from or in connection with
              such
              Mortgage Loan, excluding replaced or repurchased mortgage loans.

             

            Mortgage
              Loan Documents:
              The
              documents contained in a Mortgage File.

             

            Mortgage
              Loan Package:
              As
              defined in the Recitals to this Agreement.

             

            Mortgage
              Loan Remittance Rate:
              With
              respect to each Mortgage Loan, the Mortgage Interest Rate less the
              related
              Servicing Fee Rate.

             

            Mortgage
              Loan Schedule:
              The
              schedule of Mortgage Loans annexed to the related Assignment and Conveyance,
              each such schedule setting forth the following information with respect
              to each
              Mortgage Loan in the related Mortgage Loan Package:

             

            (1) the
              Seller’s Mortgage Loan identifying number;

             

            (2) the
              Mortgagor’s name;

             

            (3) the
              street address of the Mortgaged Property including the state and zip
              code;

             

            (4) a
              code
              indicating whether the Mortgaged Property is owner-occupied;

             

            (5) the
              type
              of residential property constituting the Mortgaged Property;

             

            (6) the
              original months to maturity or the remaining months to maturity from
              the related
              Cut-off Date, in any case based on the original amortization schedule
              and, if
              different, the maturity expressed in the same manner but based on the
              actual
              amortization schedule;

             

            (7) the
              Loan-to-Value Ratio at origination and as of the related Cut-off
              Date;

             

            (8) with
              respect to any second lien Mortgage Loan, the Equity Loan-to-Value
              Ratio at
              origination and as of the related Cut-off Date;

             

            (9) the
              Mortgage Interest Rate at origination and as of the related Cut-off
              Date;

             

            (10) the
              Mortgage Loan origination date;

             

            (11) the
              paid
              through date;

             

            (12) the
              stated maturity date of the Mortgage Loan and of the First Lien, if
              applicable;

             

            (13) the
              amount of the Monthly Payment as of the related Cut-off Date;

             

            (14) the
              original principal amount of the Mortgage Loan and the principal balance
              of the
              related First Lien, if applicable, as of the date of origination;

             

            (15) the
              Scheduled Principal Balance of the Mortgage Loan and the principal
              balance of
              the related First Lien, if applicable, as of the related Cut-off
              Date;

             

            (16) a
              code
              indicating the purpose of the Mortgage Loan (i.e., purchase, rate and
              term
              refinance, equity take-out refinance);

             

            (17) a
              code
              indicating the documentation style (i.e. full, alternative or
              reduced);

             

            (18) the
              number of times during the twelve (12) month period preceding the related
              Closing Date that any Monthly Payment has been received thirty (30)
              or more days
              after its Due Date;

             

            (19) the
              date
              on which the first Monthly Payment is due and the applicable next Due
              Date;

             

            (20) a
              code
              indicating whether or not the Mortgage Loan is insured as to payment
              defaults by
              a Primary Mortgage Insurance Policy; and, in the case of any Mortgage
              Loan which
              is insured as to payment defaults by a Primary Mortgage Insurance Policy,
              the
              name of the provider of such Primary Mortgage Insurance Policy;

             

            (21) a
              code
              indicating whether or not the Mortgage Loan is the subject of a prepayment
              penalty, and if so, the terms of such prepayment penalty;

             

            (22) the
              Primary Mortgage Insurance Policy certificate number, if
              applicable;

             

            (23) the
              Primary Mortgage Insurance Policy coverage percentage, if
              applicable;

             

            (24) a
              code
              indicating the Credit Score of the Mortgagor at the time of origination
              of the
              Mortgage Loan;

             

            (25) a
              code
              indicating the specific loan/underwriting program of each Mortgage
              Loan as
              assigned by the Seller pursuant to the Underwriting Standards;

             

            (26) the
              loan
              type (i.e. fixed, adjustable; 2/28, 3/27, 5/25, etc.);

             

            (27) with
              respect to each Adjustable Rate Mortgage Loan, the first Adjustment
              Date and the
              Adjustment Date frequency;

             

            (28) with
              respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

             

            (29) with
              respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
              Interest
              Rate under the terms of the Mortgage Note;

             

            (30) with
              respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
              Interest
              Rate under the terms of the Mortgage Note;

             

            (31) with
              respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
              Cap;

             

            (32) with
              respect to each Adjustable Rate Mortgage Loan, the first Adjustment
              Date
              immediately following the related Cut-off Date;

             

            (33) with
              respect to each Adjustable Rate Mortgage Loan, the Index;

             

            (34) a
              code
              indicating whether the Mortgage Loan is a first or second lien Mortgage
              Loan;

             

            (35) a
              code
              indicating whether the Mortgage Loan is a MERS Mortgage Loan;

             

            (36) the
              MERS
              identification number;

             

            (37) a
              code
              indicating whether the Mortgage Loan is an Interest Only Mortgage Loan
              and the
              term of the interest-only period;

             

            (38) the
              Appraised Value of the Mortgaged Property;

             

            (39) the
              sale
              price of the Mortgaged Property, if applicable;

             

            (40) a
              code
              indicating the form of appraisal (i.e. form 1004, 2055, etc.);

             

            (41) the
              rate
              change cap at the first interest rate adjustment date; and

             

            (42) the
              maximum rate change cap.

             

            With
              respect to the Mortgage Loans in the aggregate in each Mortgage Loan
              Package,
              the Mortgage Loan Schedule shall set forth the following information,
              as of the
              related Cut-off Date unless otherwise specified:

             

            (1) the
              number of Mortgage Loans;

             

            (2) the
              current aggregate outstanding principal balance of the Mortgage
              Loans;

             

            (3) the
              weighted average Mortgage Interest Rate of the Mortgage Loans;

             

            (4) the
              weighted average original months to maturity of the Mortgage Loans
              and the
              weighted average remaining months to maturity of the Mortgage
              Loans.

             

            Mortgage
              Note:
              The
              note or other evidence of the indebtedness of a Mortgagor secured by
              a
              Mortgage.

             

            Mortgaged
              Property:
              With
              respect to any Mortgage Loan, the underlying real property securing
              repayment of
              the related Mortgage Note, consisting of a fee simple parcel of real
              estate or a
              leasehold estate, the term of which is equal to or longer than the
              term of such
              Mortgage Note.

             

            Mortgagor:
              The
              obligor on a Mortgage Note.

             

            Mortgagor
              Personal Information:
              Any
              information, including, but not limited to, all personal information
              about a
              Mortgagor that is disclosed to the Seller or the Purchaser by or on
              behalf of
              the Mortgagor.

             

            OCC:
              Office
              of the Comptroller of the Currency, its successors and assigns.

             

            Officers’
              Certificate:
              A
              certificate signed by the Chairman of the Board, the Vice Chairman
              of the Board,
              the President, a Senior Vice President or a Vice President and by the
              Treasurer
              or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
              of
              the Seller, and delivered to the Purchaser as required by this
              Agreement.

             

            Opinion
              of Counsel:
              A
              written opinion of counsel, who may be an employee of the party on
              behalf of
              whom the opinion is being given, reasonably acceptable to the
              Purchaser.

             

            OTS:
              Office
              of Thrift Supervision or any successor thereto.

             

            Pass-Through
              Transfer:
              As
              defined in Section 11.01(a)(ii).

             

            Periodic
              Rate Cap:
              With
              respect to each Adjustable Rate Mortgage Loan and any Adjustment Date
              therefor,
              a number of percentage points per annum that is set forth in the related
              Mortgage Loan Schedule and in the related Mortgage Note, which is the
              maximum
              amount by which the Mortgage Interest Rate for such Mortgage Loan may
              increase
              (without regard to the Maximum Mortgage Interest Rate) or decrease
              (without
              regard to the Minimum Mortgage Interest Rate) on such Adjustment Date
              from the
              Mortgage Interest Rate in effect immediately prior to such Adjustment
              Date,
              which may be a different amount with respect to the first Adjustment
              Date.

             

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

             

            Prepayment
              Interest Shortfall:
              As to
              any Remittance Date and Principal Prepayment in full, the difference
              between (i)
              one full month’s interest at the applicable Mortgage Interest Rate (after giving
              effect to any applicable relief act reduction, debt service reduction
              and
              deficient valuation), as reduced by the Servicing Fee Rate, on the
              outstanding
              principal balance of the related Mortgage Loan immediately prior to
              such
              Principal Prepayment and (ii) the amount of interest actually received
              with
              respect to such Mortgage Loan in connection with such Principal
              Prepayment.

             

            Primary
              Mortgage Insurance Policy:
              Each
              policy of primary mortgage insurance represented to be in effect pursuant
              to
              Section 3.02(bb), or any replacement policy therefor obtained by the
              Seller
              pursuant to Section 4.08.

             

            Prime
              Rate:
              The
              prime rate announced to be in effect from time to time as published
              as the
              average rate in The
              Wall Street Journal
              (Northeast Edition).

             

            Principal
              Prepayment:
              Any
              full or partial payment or other recovery of principal on a Mortgage
              Loan which
              is received in advance of its scheduled Due Date, including any prepayment
              penalty or premium thereon and which is not accompanied by an amount
              of interest
              representing scheduled interest due on any date or dates in any month
              or months
              subsequent to the month of prepayment.

             

            Purchase
              Price:
              As
              defined in Section 2.02.

             

            Purchase
              Price and Terms Letter:
              As
              defined in the Recitals to this Agreement which may also be a form
              of trade
              execution notice.

             

            Purchaser:
              Nomura
              Credit & Capital, Inc., its successors in interest and assigns.

             

            Qualified
              Appraiser:
              With
              respect to each Mortgage Loan, an appraiser, duly appointed by the
              Seller, who
              had no interest, direct or indirect in the Mortgaged Property or in
              any loan
              made on the security thereof, and whose compensation is not affected
              by the
              approval or disapproval of the Mortgage Loan, and such appraiser and
              the
              appraisal made by such appraiser both satisfy the requirements of Fannie
              Mae and
              Title XI of FIRREA and the regulations promulgated thereunder, all
              as in effect
              on the date the Mortgage Loan was originated.

             

            Qualified
              Insurer:
              An
              insurance company duly qualified as such under the laws of the states
              in which
              the Mortgaged Properties are located, duly authorized and licensed
              in such
              states to transact the applicable insurance business and to write the
              insurance
              provided by the insurance policy issued by it, approved as an insurer
              by Fannie
              Mae or Freddie Mac.

             

            Rating
              Agencies:
              Standard & Poor’s Ratings Services, a division of The McGraw- Hill
              Companies, Inc., Moody’s Investors Service, Inc. or, in the event that some or
              all ownership of the Mortgage Loans is evidenced by mortgage-backed
              securities,
              the nationally recognized rating agencies issuing ratings with respect
              to such
              securities, if any.

             

            Refinanced
              Mortgage Loan:
              A
              Mortgage Loan which was made to a Mortgagor who owned the Mortgaged
              Property
              prior to the origination of such Mortgage Loan and the proceeds of
              which were
              used in whole or part to satisfy an existing mortgage.

             

            Regulation
              AB Compliance Addendum:
              Addendum
              I
              attached
              hereto and incorporated herein by reference thereto.

             

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

             

            Remittance
              Date:
              The
              18th day of each month, beginning with the First Remittance Date, or
              if such day
              is not a Business Day, the first Business Day thereafter.

             

            REO
              Disposition:
              The
              final sale by the Seller of any REO Property.

             

            REO
              Disposition Proceeds:
              Amounts
              received by the Seller in connection with an REO Disposition.

             

            REO
              Property:
              A
              Mortgaged Property acquired by or on behalf of the Purchaser in full
              or partial
              satisfaction of the related Mortgage as described in Section 4.13.

             

            Repurchase
              Price:
              With
              respect to any Mortgage Loan, a price equal to (i) the outstanding
              principal
              balance of the Mortgage Loan, plus
              (ii)
              interest on such outstanding principal balance at the related Mortgage
              Loan
              Remittance Rate from the date through which interest was last distributed
              to the
              Purchaser (from payments from the related Mortgagor or from Monthly
              Advances)
              through the day prior to the date of repurchase, less
              (iii)
              amounts received or advanced in respect of such repurchased Mortgage
              Loan which
              are being held in the Custodial Account for distribution in connection
              with such
              Mortgage Loan, plus
              (iv) all
              costs and expenses incurred in connection with violation of the Mortgage
              Loan of
              any predatory or abusive lending law.

             

            SAIF:
              The
              Savings Association Insurance Fund, or any successor thereto.

             

            Security
              Agreement:
              With
              respect to a Co-op Loan, the agreement or mortgage creating a security
              interest
              in favor of the originator of the Co-op Loan in the related Co-op
              Stock.

             

            Scheduled
              Principal Balance:
              As to
              each Mortgage Loan and any date of determination, (i) the principal
              balance of
              such Mortgage Loan as of the related Cut-off Date after giving effect
              to
              payments of principal due on or before such date, whether or not received,
              minus
              (ii) all amounts previously distributed to the Purchaser with respect
              to the
              Mortgage Loan representing payments or recoveries of principal (or
              advances in
              lieu thereof).

             

            Servicing
              Advances:
              All
              customary, reasonable and necessary “out of pocket” costs and expenses
              (including reasonable attorneys’ fees and disbursements) incurred in the
              performance by the Seller of its servicing obligations, including,
              but not
              limited to, the cost of (a) the preservation, restoration and protection
              of a
              Mortgaged Property, (b) any enforcement, administrative or judicial
              proceedings,
              or any legal work or advice specifically related to servicing the Mortgage
              Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
              drug seizures, elections, foreclosures by subordinate or superior lienholders,
              and other legal actions incidental to the servicing of the Mortgage
              Loans
              (provided that such expenses are reasonable and that the Seller specifies
              the
              Mortgage Loan(s) to which such expenses relate, and provided further
              that any
              such enforcement, administrative or judicial proceeding does not arise
              out of a
              breach of any representation, warranty or covenant of the Seller hereunder),
              (c)
              the management and liquidation of any REO Property, (d) taxes, assessments,
              water rates, sewer rates and other charges which are or may become
              a lien upon
              the Mortgaged Property, and Primary Mortgage Insurance Policy premiums
              and fire
              and hazard insurance coverage, (e) any expenses reasonably sustained
              by the
              Seller with respect to the liquidation of the Mortgaged Property in
              accordance
              with the terms of this Agreement and (f) compliance with the obligations
              under
              Section 4.08.

             

            Servicing
              Fee:
              As to
              each Mortgage Loan Package, the amount of the fee the Purchaser shall
              pay to the
              Seller for servicing the Mortgage Loans in accordance with the terms
              of this
              Agreement, which shall, with respect to each Mortgage Loan, for a period
              of one
              full month, be equal to one-twelfth of the product of (i) the Servicing
              Fee Rate
              and (ii) the Scheduled Principal Balance of such Mortgage Loan as of
              the first
              day of the month for which such fee is being calculated, which fee
              shall be
              pro-rated for any partial month.

             

            Servicing
              Fee Rate:
              The per
              annum rate at which the Servicing Fee accrues, which rate with respect
              to each
              Mortgage Loan shall be as set forth in the related Purchase Price and
              Terms
              Letter.

             

            Servicing
              File:
              With
              respect to each Mortgage Loan, the documents pertaining thereto specified
              in
Exhibit
              A-2
              and
              copies of all documents for such Mortgage Loan specified in Exhibit
              A-1.

             

            Servicing
              Officer:
              Any
              officer of the Seller involved in, or responsible for, the administration
              and
              servicing of the Mortgage Loans whose name appears on a list of servicing
              officers furnished by the Seller to the Purchaser upon request, as
              such list may
              from time to time be amended.

             

            Underwriting
              Standards:
              As to
              each Mortgage Loan, the Seller’s underwriting guidelines in effect as of the
              date of origination of such Mortgage Loan.

             

            Whole
              Loan Transfer:
              As
              defined in Section 11.01(a)(i).

             

            ARTICLE
              II

            SERVICING
              OF MORTGAGE LOANS; RECORD TITLE AND POSSESSION OF MORTGAGE FILES; BOOKS
              AND
              RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF MORTGAGE LOAN
              DOCUMENTS

             

            Section
              2.01.  Agreement
              to Purchase.

             

            The
              Seller agrees to sell and the Purchaser agrees to purchase on each
              Closing Date,
              pursuant to this Agreement and the related Purchase Price and Terms
              Letter, the
              Mortgage Loans being sold by the Seller and listed on the related Mortgage
              Loan
              Schedule, servicing rights retained, having an aggregate Scheduled
              Principal
              Balance in an amount as set forth in the related Purchase Price and
              Terms
              Letter, or in such other amount as agreed by the Purchaser and the
              Seller as
              evidenced by the actual aggregate principal balance of the Mortgage
              Loans
              accepted by the Purchaser on such Closing Date. The Seller shall deliver
              in an
              electronic format the Mortgage Loan Schedule for the Mortgage Loans
              to be
              purchased on such Closing Date to the Purchaser at least two (2) Business
              Days
              prior to such Closing Date.

             

            Section
              2.02.  Purchase
              Price.

             

            The
              Purchase Price for the Mortgage Loans in a Mortgage Loan Package shall
              be equal
              to the sum of (a) the percentage of par as stated in the related Purchase
              Price
              and Terms Letter (subject to adjustment as provided therein), multiplied
              by the
              aggregate Scheduled Principal Balance of Mortgage Loans as of the related
              Cut-off Date listed on the related Mortgage Loan Schedule plus
              (b)
              accrued interest on the aggregate Scheduled Principal Balance of the
              related
              Mortgage Loans at the weighted average Mortgage Loan Remittance Rate
              of such
              Mortgage Loans from the related Cut-off Date to but not including such
              Closing
              Date (the “Purchase
              Price”).
              If so
              provided in the related Purchase Price and Terms Letter, portions of
              each
              Mortgage Loan Package shall be priced separately.

             

            The
              Purchase Price as set forth in the preceding paragraph for the Mortgage
              Loans in
              a Mortgage Loan Package shall be paid on the related Closing Date by
              wire
              transfer of immediately available funds.

             

            With
              respect to each Mortgage Loan, the Purchaser shall be entitled to (1)
              the
              principal portion of all Monthly Payments due after the related Cut-off
              Date,
              (2) all other recoveries of principal collected on or after the related
              Cut-off
              Date (provided, however, that the principal portion of all Monthly
              Payments due
              on or before the related Cut-off Date and collected by the Seller or
              any
              successor servicer after the related Cut-off Date shall belong to the
              Seller),
              and (3) all payments of interest on the Mortgage Loans at the related
              Mortgage
              Loan Remittance Rate (minus that portion of any such payment which
              is allocable
              to the period prior to the related Cut-off Date). The Scheduled Principal
              Balance of each Mortgage Loan as of the related Cut-off Date is determined
              after
              application of payments of principal due on or before the related Cut-off
              Date
              whether or not collected, together with any unscheduled Principal Prepayments
              collected prior to the related Cut-off Date; provided,
              however,
              that
              Monthly Payments for a Due Date beyond the related Cut-off Date shall
              not be
              applied to the principal balance as of the related Cut-off Date. Such
              Monthly
              Payments shall be the property of the Purchaser. The Seller shall deposit
              any
              such Monthly Payments into the Custodial Account.

             

            Section
              2.03.  Servicing
              of Mortgage Loans.

             

            On
              each
              Closing Date, the Mortgage Loans in the related Mortgage Loan Package
              will be
              sold by the Seller to the Purchaser on a servicing retained basis upon
              the
              execution and delivery of an Assignment and Conveyance in the form
              attached
              hereto as Exhibit
              E
              (the
“Assignment
              and Conveyance”).

             

            Simultaneously
              with the execution and delivery of the related Assignment and Conveyance,
              for
              each Mortgage Loan Package, the Seller hereby agrees to service the
              Mortgage
              Loans listed on the Mortgage Loan Schedule in accordance with Accepted
              Servicing
              Practices and this Agreement. The rights of the Purchaser to receive
              payments
              with respect to the related Mortgage Loans shall be as set forth in
              this
              Agreement.

             

            Section
              2.04.  Record
              Title and Possession of Mortgage Files; Maintenance of Servicing
              Files.

             

            As
              of
              each Closing Date, the Seller will have sold, transferred, assigned,
              set over
              and conveyed to the Purchaser, without recourse, and the Seller hereby
              acknowledges that the Purchaser will have, all the right, title and
              interest of
              the Seller in and to the Mortgage Loans. In accordance with Section
              2.07, the
              Seller shall deliver at its own expense, the Mortgage Files for the
              related
              Mortgage Loans to Purchaser or its designee. The possession of each
              Servicing
              File by the Seller is for the sole purpose of servicing the related
              Mortgage
              Loan. From each Closing Date, the ownership of each related Mortgage
              Loan,
              including the Mortgage Note, the Mortgage, the contents of the related
              Mortgage
              File and all rights, benefits, proceeds and obligations arising therefrom
              or in
              connection therewith, has been vested in the Purchaser. All rights
              arising out
              of the Mortgage Loans including, but not limited to, all funds received
              on or in
              connection with the Mortgage Loans and all records or documents with
              respect to
              the Mortgage Loans prepared by or which come into the possession of
              the Seller
              shall be received and held by the Seller in trust for the benefit of
              the
              Purchaser as the owner of the Mortgage Loans. Any portion of the Mortgage
              Files
              retained by the Seller shall be appropriately identified in the Seller’s
              computer system to clearly reflect the ownership of the Mortgage Loans
              by the
              Purchaser.

             

            In
              addition, in connection with the assignment of any MERS Mortgage Loan,
              the
              Seller agrees that it will cause, at its own expense, the MERS® System to
              indicate that such Mortgage Loans have been assigned by the Seller
              to the
              Purchaser in accordance with this Agreement by including (or deleting,
              in the
              case of Mortgage Loans which are repurchased in accordance with this
              Agreement)
              in such computer files the information required by the MERS® System to identify
              the Purchaser of such Mortgage Loans. The Seller further agrees that
              it will not
              alter the information referenced in this paragraph with respect to
              any Mortgage
              Loan during the term of this Agreement unless and until such Mortgage
              Loan is
              repurchased in accordance with the terms of this Agreement.

             

            Section
              2.05.  Books
              and Records.

             

            The
              sale
              of each Mortgage Loan will be reflected on the Seller’s balance sheet and other
              financial statements as a sale of assets by the Seller and will be
              reflected on
              the Purchaser’s balance sheet and other financial statements as a purchase by
              the Purchaser. The Seller shall maintain, a complete set of books and
              records
              for the Mortgage Loans sold by it which shall be appropriately identified
              in the
              Seller’s computer system to clearly reflect the ownership of the Mortgage
              Loans
              by the Purchaser. In particular, the Seller shall maintain in its possession,
              available for inspection by the Purchaser, or its designee and shall
              deliver to
              the Purchaser upon demand, evidence of compliance with all federal,
              state and
              local laws, rules and regulations, and requirements of Fannie Mae or
              Freddie
              Mac, as applicable, including but not limited to documentation as to
              the method
              used in determining the applicability of the provisions of the Flood
              Disaster
              Protection Act of 1973, as amended, to the Mortgaged Property, documentation
              evidencing insurance coverage and eligibility of any condominium project
              for
              approval by Seller and periodic inspection reports as required by Section
              4.13.
              To the extent that original documents are not required for purposes
              of
              realization of Liquidation Proceeds or Insurance Proceeds, documents
              maintained
              by the Seller may be in the form of microfilm or microfiche or such
              other
              reliable means of recreating original documents, including but not
              limited to,
              optical imagery techniques so long as the Seller complies with the
              requirements
              of the Fannie Mae Guides.

             

            Section
              2.06.  Transfer
              of Mortgage Loans.

             

            The
              Seller shall keep at its office books and records in which, subject
              to such
              reasonable regulations as it may prescribe, the Seller shall note transfers
              of
              Mortgage Loans. No transfer of a Mortgage Loan may be made unless such
              transfer
              is in compliance with the terms of Section 11.12. For the purposes
              of this
              Agreement, the Seller shall be under no obligation to deal with any
              person with
              respect to this Agreement or any Mortgage Loan unless a properly executed
              Assignment, Assumption and Recognition Agreement in the form of Exhibit
              D
              with
              respect to such Mortgage Loan has been delivered to the Seller; provided,
              that,
              unless otherwise provided in the related Purchase Price and Terms Letter,
              in no
              event shall there be more than three (3) “Purchasers” with respect to any
              Mortgage Loan Package. Upon receipt of notice of the transfer, the
              Seller shall
              mark its books and records to reflect the ownership of the Mortgage
              Loans by
              such assignee, and, except as otherwise provided herein, the previous
              Purchaser
              shall be released from its obligations hereunder with respect to the
              Mortgage
              Loans sold or transferred.

             

            Section
              2.07.  Delivery
              of Mortgage Loan Documents.

             

            The
              Seller shall deliver and release to the Purchaser or its designee the
              Mortgage
              Loan Documents no later than five (5) Business Days prior to the related
              Closing
              Date pursuant to a bailee letter agreement. If the Seller cannot deliver
              the
              original recorded Mortgage Loan Documents on the related Closing Date,
              the
              Seller shall use its best efforts to deliver within 180 days, and in
              no event
              later than 270 days, from the related Closing Date, such original recorded
              documents to the Purchaser or its designee (unless the Seller is delayed
              in
              making such delivery by reason of the fact that such documents shall
              not have
              been returned by the appropriate recording office). If delivery is
              not completed
              within 270 days of the related Closing Date solely because such documents
              shall
              not have been returned by the appropriate recording office, the Seller
              shall
              notify the Purchaser of the same and indicate in such notice the approximate
              date on which such documents shall be delivered. The Seller shall provide
              the
              Purchaser with updated reports as to the status of such documents as
              necessary
              thereafter. The Seller shall use its best efforts to effect delivery
              of all
              delayed recorded documents within 360 days of the related Closing
              Date.

             

            Any
              review by the Purchaser or its designee of the Mortgage Files shall
              in no way
              alter or reduce the Seller’s obligations hereunder.

             

            The
              Seller shall forward to the Purchaser, or its designee, original documents
              evidencing an assumption, modification, consolidation or extension
              of any
              Mortgage Loan entered into in accordance with Section 4.01 or 6.01
              within two
              (2) weeks of their execution and shall also provide the original of
              any document
              submitted for recordation or a copy of such document certified by the
              appropriate public recording office to be a true and complete copy
              of the
              original within two (2) weeks of its return from the appropriate public
              recording office.

             

            Section
              2.08.  Quality
              Control Procedures.

             

            The
              Seller shall have an internal quality control program that verifies,
              on a
              regular basis, the existence and accuracy of the legal documents, credit
              documents, property appraisals, and underwriting decisions. The program
              must be
              capable of evaluating and monitoring the overall quality of its loan
              production
              and servicing activities. The program is to ensure that the Mortgage
              Loans are
              originated and serviced in accordance with prudent mortgage banking
              practices
              and accounting principles; guard against dishonest, fraudulent, or
              negligent
              acts; and guard against errors and omissions by officers, employees,
              or other
              authorized persons.

             

            Section
              2.09.  Closing.

             

            The
              closing for the purchase and sale of the Mortgage Loans shall take
              place on the
              related Closing Date. The closing shall be either: by telephone, confirmed
              by
              letter or wire as the parties shall agree, or conducted in person,
              at such place
              as the parties shall agree.

             

            The
              closing for the Mortgage Loans to be purchased on the related Closing
              Date shall
              be subject to each of the following conditions:

             

            (a)  at
              least
              two (2) Business Days prior to the related Closing Date, the Seller
              shall
              deliver to the Purchaser a magnetic diskette, or transmit by modem
              or e-mail, a
              listing on a loan-level basis of the information contained in the Mortgage
              Loan
              Schedule;

             

            (b)  all
              of
              the representations and warranties of the Seller and the Purchaser
              under this
              Agreement shall be true and correct as of the related Closing Date
              or, with
              respect to representations and warranties made as of a date other than
              the
              related Closing Date, as of such date, and no event shall have occurred
              which,
              with notice or the passage of time, would constitute a default under
              this
              Agreement;

             

            (c)  the
              Purchaser shall have received, or the Purchaser’s attorneys shall have received
              in escrow, all closing documents, in such forms as are agreed upon
              and
              acceptable to the Purchaser, duly executed by all signatories other
              than the
              Purchaser as required pursuant to the terms hereof;

             

            (d)  the
              Seller shall have received, or the Seller’s attorneys shall have received in
              escrow, all closing documents, in such forms as are agreed upon and
              acceptable
              to the Seller, duly executed by all signatories other than the Seller
              as
              required pursuant to the terms hereof;

             

            (e)  the
              Seller shall have delivered and released to the Purchaser (or its designee)
              on
              or prior to the related Closing Date all documents required to be delivered
              and
              released pursuant to the terms of this Agreement; and

             

            (f)  all
              other
              terms and conditions of this Agreement, the related Purchase Price
              and Terms
              Letter and the related Assignment and Conveyance shall have been materially
              complied with.

             

            Subject
              to the foregoing conditions, the Purchaser shall pay to the Seller
              on the
              related Closing Date the Purchase Price pursuant to Section 2.02 of
              this
              Agreement, by wire transfer of immediately available funds to the account
              designated by the Seller.

             

            ARTICLE
              III

            REPRESENTATIONS
              AND WARRANTIES OF THE SELLER; REPURCHASE; REVIEW OF MORTGAGE
              LOANS

             

            Section
              3.01.  Representations
              and Warranties of the Seller.

             

            The
              Seller represents, warrants and covenants to the Purchaser that as
              of each
              Closing Date or as of such date specifically provided herein:

             

            (a)  The
              Seller is a corporation duly organized, validly existing and in good
              standing
              under the laws of the jurisdiction of its incorporation and has all
              licenses
              necessary to carry out its business as now being conducted, and is
              licensed and
              qualified to transact business in and is in good standing under the
              laws of each
              state in which any Mortgaged Property is located or is otherwise exempt
              under
              applicable law from such licensing or qualification or is otherwise
              not required
              under applicable law to effect such licensing or qualification and
              no demand for
              such licensing or qualification has been made upon the Seller by any
              such state,
              and in any event the Seller is in compliance with the laws of any such
              state to
              the extent necessary to ensure the enforceability of each Mortgage
              Loan and the
              servicing of the Mortgage Loans in accordance with the terms of this
              Agreement;

             

            (b)  The
              Seller has the full power and authority and legal right to hold, transfer
              and
              convey each Mortgage Loan, to sell each Mortgage Loan and to execute,
              deliver
              and perform, and to enter into and consummate all transactions contemplated
              by
              this Agreement, the related Purchase Price and Terms Letter and the
              related
              Assignment and Conveyance and to conduct its business as presently
              conducted;
              the Seller has duly authorized the execution, delivery and performance
              of this
              Agreement and any agreements contemplated hereby, has duly executed
              and
              delivered this Agreement, the related Purchase Price and Terms Letter
              and the
              related Assignment and Conveyance, and any agreements contemplated
              hereby, and
              this Agreement, the related Purchase Price and Terms Letter, the related
              Assignment and Conveyance and each Assignment of Mortgage to the Purchaser
              and
              any agreements contemplated hereby, constitute the legal, valid and
              binding
              obligations of the Seller, enforceable against it in accordance with
              their
              respective terms, except as such enforceability may be limited by bankruptcy,
              insolvency, moratorium, reorganization and similar laws, and by equitable
              principles affecting the enforceability of the rights of creditors;
              and all
              requisite corporate action has been taken by the Seller to make this
              Agreement,
              the related Purchase Price and Terms Letter, the related Assignment
              and
              Conveyance and all agreements contemplated hereby valid and binding
              upon the
              Seller in accordance with their respective terms;

             

            (c)  None
              of
              the execution and delivery of this Agreement, the related Purchase
              Price and
              Terms Letter, the related Assignment and Conveyance, the sale of the
              Mortgage
              Loans to the Purchaser, the consummation of the transactions contemplated
              hereby, or the fulfillment of or compliance with the terms and conditions
              of
              this Agreement, the related Purchase Price and Terms Letter or the
              related
              Assignment and Conveyance will conflict with any of the terms, conditions
              or
              provisions of the Seller’s charter or by-laws or materially conflict with or
              result in a material breach of any of the terms, conditions or provisions
              of any
              legal restriction or any material agreement or instrument to which
              the Seller is
              now a party or by which it is bound, or constitute a default or result
              in an
              acceleration under any of the foregoing, or result in the material
              violation of
              any law, rule, regulation, order, judgment or decree to which the Seller
              or its
              property is subject;

             

            (d)  There
              is
              no litigation, suit, proceeding or investigation pending or, to the
              Seller’s
              knowledge, threatened, or any order or decree outstanding, which is
              reasonably
              likely to have a material adverse effect on the sale of the Mortgage
              Loans, the
              execution, delivery, performance or enforceability of this Agreement,
              the
              related Purchase Price and Terms Letter or the related Assignment and
              Conveyance, or which is reasonably likely to have a material adverse
              effect on
              the financial condition of the Seller;

             

            (e)  No
              consent, approval, authorization or order of any court or governmental
              agency or
              body is required for the execution, delivery and performance by the
              Seller of or
              compliance by the Seller with this Agreement, the related Purchase
              Price and
              Terms Letter and the related Assignment and Conveyance, except for
              consents,
              approvals, authorizations and orders which have been obtained;

             

            (f)  The
              consummation of the transactions contemplated by this Agreement, the
              related
              Purchase Price and Terms Letter and the related Assignment and Conveyance
              are in
              the ordinary course of business of the Seller, and the transfer, assignment
              and
              conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
              to
              this Agreement, the related Purchase Price and Terms Letter and the
              related
              Assignment and Conveyance are not subject to bulk transfer or any similar
              statutory provisions in effect in any applicable jurisdiction;

             

            (g)  The
              Seller has not used selection procedures that identified the Mortgage
              Loans as
              being less desirable or valuable than other comparable mortgage loans
              in the
              Seller’s portfolio at the Cut-off Date;

             

            (h)  The
              Seller will treat the sale of the Mortgage Loans to the Purchaser as
              a sale for
              reporting and accounting purposes and, to the extent appropriate, for
              federal
              income tax purposes;

             

            (i)  The
              Seller is an approved seller/servicer of residential mortgage loans
              for Fannie
              Mae or Freddie Mac and HUD, with such facilities, procedures and personnel
              necessary for the sound servicing of such mortgage loans. The Seller
              is duly
              qualified, licensed, registered and otherwise authorized under all
              applicable
              federal, state and local laws and regulations, meets the minimum capital
              requirements, if applicable, set forth by the OCC, and is in good standing
              to
              sell mortgage loans to and service mortgage loans for Fannie Mae or
              Freddie Mac
              and no event has occurred which would make the Seller unable to comply
              with
              eligibility requirements or which would require notification to either
              Fannie
              Mae or Freddie Mac;

             

            (j)  The
              Seller does not believe, nor does it have any cause or reason to believe,
              that
              it cannot perform each and every covenant contained in this Agreement
              and the
              related Purchase Price and Terms Letter. The Seller is solvent and
              the sale of
              the Mortgage Loans will not cause the Seller to become insolvent. The
              sale of
              the Mortgage Loans is not undertaken with the intent to hinder, delay
              or defraud
              any of the Seller’s creditors;

             

            (k)  No
              statement, tape, diskette, form, report or other document prepared
              by, or on
              behalf of, the Seller pursuant to this Agreement, the related Purchase
              Price and
              Terms Letter or in connection with the transactions contemplated hereby,
              contains or will contain any statement that is or will be inaccurate
              or
              misleading in any material respect;

             

            (l)  The
              Seller acknowledges and agrees that the Servicing Fee represents reasonable
              compensation for performing such services and that the entire Servicing
              Fee
              shall be treated by the Seller, for accounting and tax purposes, as
              compensation
              for the servicing and administration of the Mortgage Loans pursuant
              to this
              Agreement;

             

            (m)  The
              Seller has delivered to the Purchaser financial statements as to its
              last two
              complete fiscal years for which financial statements are available.
              All such
              financial statements fairly present the pertinent results of operations
              and
              changes in financial position for each of such periods and the financial
              position at the end of each such period of the Seller and its subsidiaries
              and
              have been prepared in accordance with GAAP consistently applied throughout
              the
              periods involved, except as set forth in the notes thereto. There has
              been no
              change in the business, operations, financial condition, properties
              or assets of
              the Seller since the date of the Seller’s financial statements that would have a
              material adverse effect on its ability to perform its obligations under
              this
              Agreement, the related Purchase Price and Terms Letter or the related
              Assignment
              and Conveyance;

             

            (n)  The
              Seller has not dealt with any broker, investment banker, agent or other
              person
              that may be entitled to any commission or compensation in connection
              with the
              sale of the Mortgage Loans;

             

            (o)  The
              Seller is a member of MERS in good standing, and will comply in all
              material
              respects with the rules and procedures of MERS in connection with the
              servicing
              of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
              with MERS;

             

            (p)  Immediately
              prior to the payment of the Purchase Price for each Mortgage Loan,
              the Seller
              was the owner of record of the related Mortgage and the indebtedness
              evidenced
              by the related Mortgage Note;

             

            (q)  The
              Seller shall maintain a complete set of books and records for each
              Mortgage Loan
              which shall be clearly marked to reflect the ownership of each Mortgage
              Loan by
              the Purchaser;

             

            (r)  The
              consideration received by the Seller upon the sale of the Mortgage
              Loans
              constitutes fair consideration and reasonably equivalent value for
              such Mortgage
              Loans;

             

            (s)  Neither
              this Agreement nor any written statement, report or other document
              prepared and
              furnished or to be prepared and furnished by the Seller pursuant to
              this
              Agreement or in connection with the transactions contemplated hereby
              contains
              any untrue statement of material fact or omits to state a material
              fact
              necessary to make the statements contained herein or therein not misleading;
              and

             

            (t)  The
              Seller’s underwriting guidelines delivered to the Purchaser are true, correct
              and complete.

             

            Section
              3.02.  Representations
              and Warranties as to Individual Mortgage Loans.

             

            The
              Seller hereby represents and warrants to the Purchaser, as to each
              Mortgage
              Loan, as of the related Closing Date as follows:

             

            (a)  The
              information set forth in the Mortgage Loan Schedule, including any
              diskette or
              other related data tapes delivered to the Purchaser, is complete, true
              and
              correct in all material respects as of the related Cut-off Date;

             

            (b)  With
              respect to a first lien Mortgage Loan that is not a Co-op Loan, the
              Mortgage
              creates a first lien or a first priority ownership interest in an estate
              in fee
              simple in real property securing the related Mortgage Note. With respect
              to a
              first lien Mortgage Loan that is a Co-op Loan, the Mortgage creates
              a first lien
              or a first priority ownership interest in the stock ownership and leasehold
              rights associated with the cooperative unit securing the related Mortgage
              Note;

             

            (c)  With
              respect to a second lien Mortgage Loan that is not a Co-op Loan, the
              Mortgage
              creates a second lien or a second priority ownership interest in an
              estate in
              fee simple in real property securing the related Mortgage Note. With
              respect to
              a second lien Mortgage Loan that is a Co-op Loan, the Mortgage creates
              a second
              lien or a second priority ownership interest in the stock ownership
              and
              leasehold rights associated with the cooperative unit securing the
              related
              Mortgage Note;

             

            (d)  All
              payments due on or prior to the related Cut-off Date for such Mortgage
              Loan have
              been made as of the related Closing Date, the Mortgage Loan is not
              delinquent
              thirty (30) days or more in payment and has not been dishonored; there
              are no
              material defaults under the terms of the Mortgage Loan; the Seller
              has not
              advanced funds, or induced, solicited or knowingly received any advance
              of funds
              from a party other than the owner of the Mortgaged Property subject
              to the
              Mortgage, directly or indirectly, for the payment of any amount required
              by the
              Mortgage Loan; as to each Mortgage Loan, there has been no more than
              one thirty
              (30) day delinquency during the immediately preceding twelve-month
              period;

             

            (e)  All
              taxes, governmental assessments, insurance premiums, water, sewer and
              municipal
              charges, leasehold payments or ground rents which previously became
              due and
              owing have been paid, or escrow funds have been established in an amount
              sufficient to pay for every such escrowed item which remains unpaid
              and which
              has been assessed but is not yet due and payable;

             

            (f)  The
              terms
              of the Mortgage Note and the Mortgage have not been impaired, waived,
              altered or
              modified in any respect, except by written instruments which have been
              recorded
              to the extent any such recordation is required by law, or, necessary
              to protect
              the interest of the Purchaser. No instrument of waiver, alteration
              or
              modification has been executed in connection with such Mortgage Loan,
              and no
              Mortgagor has been released, in whole or in part, from the terms thereof
              except
              in connection with an assumption agreement and which assumption agreement
              is
              part of the Mortgage File and the terms of which are reflected in the
              Mortgage
              Loan Schedule; the substance of any such waiver, alteration or modification
              has
              been approved by the issuer of any related Primary Mortgage Insurance
              Policy and
              title insurance policy, to the extent required by the related
              policies;

             

            (g)  The
              Mortgage Note and the Mortgage are not subject to any right of rescission,
              set-off, counterclaim or defense, including, without limitation, the
              defense of
              usury, nor will the operation of any of the terms of the Mortgage Note
              or the
              Mortgage, or the exercise of any right thereunder, render the Mortgage
              Note or
              Mortgage unenforceable, in whole or in part, or subject to any right
              of
              rescission, set-off, counterclaim or defense, including the defense
              of usury,
              and no such right of rescission, set-off, counterclaim or defense has
              been
              asserted with respect thereto;

             

            (h)  All
              buildings or other customarily insured improvements upon the Mortgaged
              Property
              are insured by an insurer acceptable under the Fannie Mae Guides, against
              loss
              by fire, hazards of extended coverage and such other hazards as are
              provided for
              in the Fannie Mae Guides or by Freddie Mac, as well as all additional
              requirements set forth in Section 4.10 of this Agreement. All such
              standard
              hazard policies are in full force and effect and on the date of origination
              contained a standard mortgagee clause naming the Seller and its successors
              in
              interest and assigns as loss payee and such clause is still in effect
              and all
              premiums due thereon have been paid. If required by the Flood Disaster
              Protection Act of 1973, as amended, the Mortgage Loan is covered by
              a flood
              insurance policy meeting the requirements of the current guidelines
              of the
              Federal Insurance Administration which policy conforms to Fannie Mae
              and Freddie
              Mac requirements, as well as all additional requirements set forth
              in Section
              4.10 of this Agreement. Such policy was issued by an insurer acceptable
              under
              Fannie Mae or Freddie Mac guidelines. The Mortgage obligates the Mortgagor
              thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
              and upon the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
              to maintain such insurance at the Mortgagor’s cost and expense and to seek
              reimbursement therefor from the Mortgagor;

             

            (i)  Any
              and
              all requirements of any federal, state or local law including, without
              limitation, usury, truth-in-lending, real estate settlement procedures,
              consumer
              credit protection, equal credit opportunity or disclosure laws and
              all predatory
              and abusive lending laws applicable to the Mortgage Loan have been
              complied with
              in all material respects and the Seller shall deliver to the Purchaser,
              upon
              request, evidence of compliance thereof;

             

            (j)  The
              Mortgage has not been satisfied, canceled or subordinated, in whole
              or in part,
              or rescinded, and the Mortgaged Property has not been released from
              the lien of
              the Mortgage, in whole or in part nor has any instrument been executed
              that
              would effect any such release, cancellation, subordination or rescission.
              The
              Seller has not waived the performance by the Mortgagor of any action,
              if the
              Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
              in default, nor has the Seller waived any default resulting from any
              action or
              inaction by the Mortgagor;

             

            (k)  With
              respect to any first lien Mortgage Loan, the related Mortgage is a
              valid,
              subsisting, enforceable and perfected first lien on the Mortgaged Property
              and,
              with respect to any second lien Mortgage Loan, the related Mortgage
              is a valid,
              subsisting, enforceable and perfected second lien on the Mortgaged
              Property,
              including for Mortgage Loans that are not Co-op Loans, all buildings
              on the
              Mortgaged Property and all installations and mechanical, electrical,
              plumbing,
              heating and air conditioning systems affixed to such buildings, and
              all
              additions, alterations and replacements made at any time with respect
              to the
              foregoing securing the Mortgage Note’s original principal balance. The Mortgage
              and the Mortgage Note do not contain any evidence of any security interest
              or
              other interest or right thereto. Such lien is free and clear of all
              adverse
              claims, liens and encumbrances having priority over the first or second
              lien, as
              applicable, of the Mortgage subject only to (1) with respect to any
              second lien
              Mortgage Loan, the related First Lien, (2) the lien of non-delinquent
              current
              real property taxes and assessments not yet due and payable, (3) covenants,
              conditions and restrictions, rights of way, easements and other matters
              of the
              public record as of the date of recording which are acceptable to mortgage
              lending institutions generally and either (A) which are referred to
              or otherwise
              considered in the appraisal made for the originator of the Mortgage
              Loan, or (B)
              which do not adversely affect the appraised value of the Mortgaged
              Property as
              set forth in such appraisal, and (4) other matters to which like properties
              are
              commonly subject which do not materially interfere with the benefits
              of the
              security intended to be provided by the Mortgage or the use, enjoyment,
              value or
              marketability of the related Mortgaged Property. Any security agreement,
              chattel
              mortgage or equivalent document related to and delivered in connection
              with the
              Mortgage Loan establishes and creates (1) with respect to any first
              lien
              Mortgage Loan, a valid, subsisting, enforceable and perfected first
              lien and
              first priority security interest and (2) with respect to any second
              lien
              Mortgage Loan, a valid, subsisting, enforceable and perfected second
              lien and
              second priority security interest, in each case, on the property described
              therein, and the Seller has the full right to sell and assign the same
              to the
              Purchaser;

             

            (l)  The
              Mortgage Note and the related Mortgage are original and genuine and
              each is the
              legal, valid and binding obligation of the maker thereof, enforceable
              in all
              respects in accordance with its terms, except as such enforcement may
              be limited
              by bankruptcy, insolvency, moratorium, reorganization and other laws
              of general
              application affecting the rights of creditors generally
              and the equitable remedy of specific performance and by
              general equitable principles. All parties to the Mortgage Note and
              the related
              Mortgage had the legal capacity to enter into the Mortgage Loan and
              to execute
              and deliver the Mortgage Note and the related Mortgage. The Mortgage
              Note and
              the related Mortgage have been duly and properly executed by such parties.
              No
              fraud, error, omission, misrepresentation, negligence or similar occurrence
              with
              respect to a Mortgage Loan has taken place on the part of Seller, the
              Mortgagor,
              any appraisers, any builder or developer, or any other party involved
              in the
              origination of the Mortgage Loan or in the application for any insurance
              in
              relation to such Mortgage Loan. The proceeds of the Mortgage Loan have
              been
              fully disbursed and there is no requirement for future advances thereunder,
              and
              any and all requirements as to completion of any on-site or off-site
              improvements and as to disbursements of any escrow funds therefor have
              been
              complied with. All costs, fees and expenses incurred in making or closing
              the
              Mortgage Loan and the recording of the Mortgage were paid or are in
              the process
              of being paid, and the Mortgagor is not entitled to any refund of any
              amounts
              paid or due under the Mortgage Note or related Mortgage;

             

            (m)  Except
              with respect to MERS Mortgage Loans, the Seller or its affiliate is
              the sole
              owner of record and holder of the Mortgage Loan and the indebtedness
              evidenced
              by the Mortgage Note, and upon recordation the Purchaser or its designee
              will be
              the owner of record of the Mortgage and the indebtedness evidenced
              by the
              Mortgage Note, and upon the sale of the Mortgage Loan to the Purchaser,
              the
              Seller will retain the Servicing File in trust for the Purchaser only
              for the
              purpose of servicing and supervising the servicing of the Mortgage
              Loan.
              Immediately prior to the transfer and assignment to the Purchaser on
              the related
              Closing Date, the Mortgage Loan, including the Mortgage Note and the
              Mortgage,
              were not subject to an assignment or pledge, and the Seller had good
              and
              marketable title to and was the sole owner thereof and had full right
              to
              transfer and sell the Mortgage Loan to the Purchaser free and clear
              of any
              encumbrance, equity, lien, pledge, charge, claim or security interest
              and has
              the full right and authority subject to no interest or participation
              of, or
              agreement with, any other party, to sell and assign the Mortgage Loan
              pursuant
              to this Agreement and following the sale of the Mortgage Loan, the
              Purchaser
              will own such Mortgage Loan free and clear of any encumbrance, equity,
              participation interest, lien, pledge, charge, claim or security interest.
              The
              Seller intends to relinquish all rights to possess, control and monitor
              the
              Mortgage Loan, except for the purposes of servicing the Mortgage Loan
              as set
              forth in this Agreement;

             

            (n)  Each
              Mortgage Loan that is not a Co-op Loan is covered by an ALTA lender’s title
              insurance policy or other generally acceptable form of policy or insurance
              acceptable to Fannie Mae or Freddie Mac, issued by a title insurer
              acceptable to
              Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction
              where
              the Mortgaged Property is located, insuring (subject to the exceptions
              contained
              in (k)(1), (2), (3) and (4) above) the Seller, its successors and assigns,
              as to
              the first or second priority lien, as applicable, of the Mortgage in
              the
              original principal amount of the Mortgage Loan. Where required by applicable
              state law or regulation, the Mortgagor has been given the opportunity
              to choose
              the carrier of the required mortgage title insurance. The Seller, its
              successors
              and assigns, are the sole insureds of such lender’s title insurance policy, such
              title insurance policy has been duly and validly endorsed to the Purchaser
              or
              the assignment to the Purchaser of the Seller’s interest therein does not
              require the consent of or notification to the insurer and such lender’s title
              insurance policy is in full force and effect and will be in full force
              and
              effect upon the consummation of the transactions contemplated by this
              Agreement
              and the related Purchase Price and Terms Letter. No claims have been
              made under
              such lender’s title insurance policy, and no prior holder of the related
              Mortgage, including the Seller, has done, by act or omission, anything
              which
              would impair the coverage of such lender’s title insurance policy;

             

            (o)  Except
              as
              shown on the related Mortgage Loan Schedule or a supplement thereto,
              there is no
              default, breach, violation or event of acceleration existing under
              the Mortgage
              or the related Mortgage Note and no event which, with the passage of
              time or
              with notice and the expiration of any grace or cure period, would constitute
              a
              default, breach, violation or event permitting acceleration; and neither
              the
              Seller nor, to the Seller’s knowledge, any prior mortgagee has waived any
              default, breach, violation or event permitting acceleration. With respect
              to
              each second lien Mortgage Loan, (i) the First Lien is in full force
              and effect,
              (ii) there is no default, breach, violation or event of acceleration
              existing
              under such prior mortgage or the related mortgage note, (iii) no event
              which,
              with the passage of time or with notice and the expiration of any grace
              or cure
              period, would constitute a default, breach, violation or event of acceleration
              thereunder, and either (A) the prior mortgage contains a provision
              which allows
              or (B) applicable law requires, the mortgagee under the second lien
              Mortgage
              Loan to receive notice of, and affords such mortgagee an opportunity
              to cure any
              default by payment in full or otherwise under the prior mortgage;

             

            (p)  As
              of the
              date of origination, and to the Seller’s knowledge, as of the Closing Date,
              there were no mechanics’ or similar liens or claims which have been filed for
              work, labor or material (and no rights are outstanding that under law
              could give
              rise to such liens) affecting the related Mortgaged Property which
              were, are or
              may be liens prior to or equal to the lien of the related Mortgage,
              which are
              not insured against by the title insurance policy referenced in paragraph
              (n)
              above;

             

            (q)  All
              improvements subject to the Mortgage which were considered in determining
              the
              Appraised Value of the Mortgaged Property lie wholly within the boundaries
              and
              building restriction lines of the Mortgaged Property (and wholly within
              the
              project with respect to a condominium unit) and no improvements on
              adjoining
              properties encroach upon the Mortgaged Property except those which
              are insured
              against by the title insurance policy referred to in clause (n) above
              and all
              improvements on the property comply with all applicable zoning and
              subdivision
              laws and ordinances;

             

            (r)  The
              Mortgage Loan was originated by or for the Seller. The Mortgage Loan
              complies
              with the terms, conditions and requirements of the Underwriting Standards
              in all
              material respects. The Mortgage Notes and Mortgages (exclusive of any
              riders)
              are on forms generally acceptable to Fannie Mae or Freddie Mac. The
              Mortgage
              Loan bears interest at the Mortgage Interest Rate set forth in the
              related
              Mortgage Loan Schedule, and Monthly Payments under the Mortgage Note
              are due and
              payable on the first day of each month. The Mortgage contains the usual
              and
              enforceable provisions of the originator at the time of origination
              for the
              acceleration of the payment of the unpaid principal amount of the Mortgage
              Loan
              if the related Mortgaged Property is sold without the prior consent
              of the
              mortgagee thereunder;

             

            (s)  The
              Mortgaged Property at origination of the related Mortgage Loan was
              and currently
              is free of material damage and waste. At origination of the Mortgage
              Loan there
              was and there currently is, no proceeding pending for the total or
              partial
              condemnation of the Mortgaged Property;

             

            (t)  The
              related Mortgage contains customary and enforceable provisions such
              as to render
              the rights and remedies of the holder thereof adequate for the realization
              against the Mortgaged Property of the benefits of the security provided
              thereby.
              There is no homestead or other exemption available to the Mortgagor
              which would
              interfere with the right to sell the Mortgaged Property at a trustee’s sale or
              the right to foreclose the Mortgage subject to applicable federal and
              state laws
              and judicial precedent with respect to bankruptcy and right of
              redemption;

             

            (u)  If
              the
              Mortgage constitutes a deed of trust, a trustee, authorized and duly
              qualified
              if required under applicable law to act as such, has been properly
              designated
              and currently so serves and is named in the Mortgage, and no fees or
              expenses,
              except as may be required by local law, are or will become payable
              by the
              Purchaser to the trustee under the deed of trust, except in connection
              with a
              trustee’s sale or attempted sale after default by the Mortgagor;

             

            (v)  If
              required by the applicable processing style, the Mortgage File contains
              an
              appraisal of the related Mortgaged Property, in a form acceptable to
              Fannie Mae
              or Freddie Mac, and such appraisal complies with the requirements of
              FIRREA and,
              to the extent required in the Underwriting Standards with respect to
              mortgage
              loans of the same type as the Mortgage Loan, was signed prior to the
              final
              approval of the mortgage loan application by a Qualified Appraiser;

             

            (w)  All
              parties which have had any interest in the Mortgage, whether as mortgagee,
              assignee, pledgee or otherwise, are (or, during the period in which
              they held
              and disposed of such interest, were) (A) in compliance with any and
              all
              applicable licensing requirements of the laws of the state wherein
              the Mortgaged
              Property is located, and (B) (1) organized under the laws of such state,
              or (2)
              qualified to do business in such state, or (3) federal savings and
              loan
              associations or national banks or a Federal Home Loan Bank or savings
              bank
              having principal offices in such state, or (4) not doing business in
              such
              state;

             

            (x)  The
              related Mortgage Note is not and has not been secured by any collateral
              except
              the lien of the corresponding Mortgage and the security interest of
              any
              applicable security agreement or chattel mortgage referred to in clause
              (k)
              above and such collateral does not serve as security for any other
              obligation;

             

            (y)  No
              Mortgage Loan contains provisions pursuant to which Monthly Payments
              are (a)
              paid or partially paid with funds deposited in any separate account
              established
              by the Seller, the Mortgagor or anyone on behalf of the Mortgagor,
              (b) paid by
              any source other than the Mortgagor or (c) contains any other similar
              provisions
              which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
              payment mortgage loan and the Mortgage Loan does not have shared appreciation
              or
              other contingent interest feature;

             

            (z)  The
              Mortgagor was not in bankruptcy or insolvent as of the date of origination
              of
              the Mortgage Loan and is not in bankruptcy or insolvent as of the related
              Closing Date;

             

            (aa)  Each
              Fixed Rate Mortgage Loan has an original term to maturity of not more
              than
              thirty (30) years, with interest calculated and payable in arrears
              on the first
              day of each month in equal monthly installments of principal and interest.
              Except with respect to Interest Only Mortgage Loans, each Mortgage
              Note requires
              a monthly payment which is sufficient to fully amortize the original
              principal
              balance of the Mortgage Loan fully by the stated maturity date, over
              an original
              term of not more than thirty (30) years and to pay interest at the
              related
              Mortgage Interest Rate; provided, however, in the case of a balloon
              Mortgage
              Loan, the Mortgage Loan matures at least five (5) years after the first
              payment
              date thereby requiring a final payment of the outstanding principal
              balance
              prior to the full amortization of the Mortgage Loan. No Mortgage Loan
              contains
              terms or provisions which would result in negative amortization;

             

            (bb)  If
              a
              Mortgage Loan has an LTV greater than 80%, the portion of the principal
              balance
              of such Mortgage Loan in excess of the portion of the Appraisal Value
              of the
              Mortgaged Property required by Fannie Mae, is and will be insured as
              to payment
              defaults by a Primary Mortgage Insurance Policy issued by a Qualified
              Insurer.
              All provisions of such Primary Mortgage Insurance Policy have been
              and are being
              complied with, such policy is in full force and effect, and all premiums
              due
              thereunder have been paid. No action, inaction, or event has occurred
              and no
              state of facts exists that has, or will result in the exclusion from,
              denial of,
              or defense to coverage. Any Mortgage Loan subject to a Primary Mortgage
              Insurance Policy obligates the Mortgagor thereunder to maintain the
              Primary
              Mortgage Insurance Policy and to pay all premiums and charges in connection
              therewith. The mortgage interest rate for the Mortgage Loan as set
              forth on the
              related Mortgage Loan Schedule is net of any such insurance
              premium;

             

            (cc)  The
              Assignment of Mortgage is in recordable form and is acceptable for
              recording
              under the laws of the jurisdiction in which the Mortgaged Property
              is
              located;

             

            (dd)  As
              to
              Mortgage Loans that are not Co-op Loans and that are not secured by
              an interest
              in a leasehold estate, the Mortgaged Property is located in the state
              identified
              in the related Mortgage Loan Schedule and consists of a single parcel
              of real
              property with a detached single family residence erected thereon, or
              a
              townhouse, or a two-to four-family dwelling, or an individual condominium
              unit
              in a condominium project, or an individual unit in a planned unit development
              or
              a de minimis planned unit development, provided,
              however,
              that no
              residence or dwelling is a mobile home. If the residential dwelling
              on the
              Mortgaged Property is a condominium unit or a unit in a planned unit
              development
              (other than a de minimis planned unit development) such condominium
              or planned
              unit development project meets the eligibility requirements of Fannie
              Mae and
              Freddie Mac and/or the Underwriting Standards;

             

            (ee)  Except
              with respect to Interest Only Mortgage Loans, principal payments on
              the Mortgage
              Loan commenced no more than sixty (60) days after the funds were disbursed
              in
              connection with such Mortgage Loan;

             

            (ff)  The
              Mortgaged Property is lawfully occupied under applicable law; all inspections,
              licenses and certificates required to be made or issued with respect
              to all
              occupied portions of the Mortgaged Property and, with respect to the
              use and
              occupancy of the same, including but not limited to certificates of
              occupancy
              and fire underwriting certificates, have been made or obtained from
              the
              appropriate authorities;

             

            (gg)  The
              Mortgaged Property is in material compliance with all applicable environmental
              laws pertaining to environmental hazards including, without limitation,
              asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
              Mortgagor, has received any notice of any violation or potential violation
              of
              such law;

             

            (hh)  The
              related Mortgagor has not notified the Seller, and the Seller has no
              knowledge
              of any relief requested or allowed to the Mortgagor under the Servicemembers
              Civil Relief Act;

             

            (ii)  Each
              Mortgage Loan has been serviced in all material respects in compliance
              with
              Accepted Servicing Practices;

             

            (jj)  With
              respect to each Co-op Loan, the related Mortgage is a valid, enforceable
              and
              subsisting first security interest on the related cooperative shares
              securing
              the related cooperative note, subject only to (a) liens of the cooperative
              for
              unpaid assessments representing the Mortgagor’s pro rata share of the
              cooperative’s payments for its blanket mortgage, current and future real
              property taxes, insurance premiums, maintenance fees and other assessments
              to
              which like collateral is commonly subject and (b) other matters to
              which like
              collateral is commonly subject which do not materially interfere with
              the
              benefits of the security intended to be provided by the Security Agreement.
              There are no liens against or security interest in the cooperative
              shares
              relating to each Co-op Loan (except for unpaid maintenance, assessments
              and
              other amounts owed to the related cooperative which individually or
              in the
              aggregate will not have a material adverse effect on such Co-op Loan),
              which
              have priority over the Seller’s security interest in such cooperative
              shares;

             

            (kk)  With
              respect to each Co-op Loan, a search for filings of financing statements
              has
              been made by a company competent to make the same, which company is
              acceptable
              to Fannie Mae and qualified to do business in the jurisdiction where
              the
              cooperative unit is located, and such search has not found anything
              which would
              materially and adversely affect the Co-op Loan;

             

            (ll)  With
              respect to each Co-op Loan, the related cooperative corporation that
              owns title
              to the related cooperative apartment building is a “cooperative housing
              corporation” within the meaning of Section 216 of the Code, and is in material
              compliance with applicable federal, state and local laws which, if
              not complied
              with, could have a material adverse effect on the Mortgaged
              Property;

             

            (mm)  With
              respect to each Co-op Loan, there is no prohibition against pledging
              the shares
              of the cooperative corporation or assigning the Co-op Lease;

             

            (nn)  The
              Mortgage Loan was originated by a mortgagee approved by the Secretary
              of Housing
              and Urban Development pursuant to sections 203 and 211 of the National
              Housing
              Act, a savings and loan association, a savings bank, a commercial bank,
              credit
              union, insurance company or similar institution which is supervised
              and examined
              by a federal or state authority;

             

            (oo)  [Reserved];

             

            (pp)  With
              respect to any broker fees collected and paid on any of the Mortgage
              Loans, all
              broker fees have been properly assessed to the borrower and no claims
              will arise
              as to broker fees that are double charged and for which the borrower
              would be
              entitled to reimbursement;

             

            (qq)  Each
              Mortgage Loan constitutes a “qualified mortgage” under
              Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
              1.860G-2(a)(1);

             

            (rr)  Except
              as
              provided in Section 2.07, the Mortgage Note, the Mortgage, the Assignment
              of
              Mortgage and the other documents set forth in Exhibit A-1 and required
              to be
              delivered on the related Closing Date have been delivered to the Purchaser
              or
              its designee;

             

            (ss)  To
              the
              Seller’s knowledge, all information supplied by, on behalf of, or concerning
              the
              Mortgagor is true, accurate and complete and does not contain any statement
              that
              is or will be inaccurate or misleading in any material respect;

             

            (tt)  The
              Mortgagor has executed a statement to the effect that the Mortgagor
              has received
              all disclosure materials required by applicable law with respect to
              the making
              of adjustable rate mortgage loans. The Seller shall maintain such statement
              in
              the Servicing File;

             

            (uu)  No
              Mortgage Loan had a Loan-to-Value Ratio at the time of origination
              of more than
              100%. No second lien Mortgage Loan has an Equity LTV in excess of
              100%;

             

            (vv)  Either
              (a) no consent for the second lien Mortgage Loan is required by the
              holder of
              the related First Lien or (b) such consent has been obtained and is
              contained in
              the Mortgage File;

             

            (ww)  With
              respect to any second lien Mortgage Loan, the Seller has not received
              notice of:
              (1) any proceeding for the total or partial condemnation of any Mortgaged
              Property, (2) any subsequent, intervening mortgage, lien, attachment,
              lis
              pendens or other encumbrance affecting any Mortgaged Property or (3)
              any default
              under any mortgage, lien or other encumbrance senior to each
              Mortgage;

             

            (xx)  No
              second
              lien Mortgage Loan is a “home equity line of credit”;

             

            (yy)  As
              of the
              Closing Date, the Seller has not received a notice of default of a
              First Lien
              which has not been cured;

             

            (zz)  No
              First
              Lien provides for negative amortization;

             

            (aaa)  No
              Mortgage Loan is classified as a “high cost” mortgage loan under the Home
              Ownership and Equity Protection Act of 1994, as amended, nor is any
              Mortgage
              Loan a “high cost home,” “covered” (excluding home loans defined as “covered
              home loans” pursuant to the New Jersey Home Ownership Security Act of 2002),
“high risk home” or “predatory” loan under any applicable state, federal or
              local law (or a similarly classified loan using different terminology
              under an
              applicable law imposing heightened regulatory scrutiny or additional
              legal
              liability for residential mortgage loans having high interest rates,
              points
              and/or fees);

             

            (bbb)  None
              of
              the proceeds of the Mortgage Loan were used to finance single-premium
              credit
              insurance policies;

             

            (ccc)  With
              respect to any Mortgage Loan which is a Texas Home Equity Loan, any
              and all
              requirements of Section 50, Article XVI of the Texas Constitution applicable
              to
              Texas Home Equity Loans which were in effect at the time of the origination
              of
              the Mortgage Loan have been complied with. No Mortgage Loan is a Cash-Out
              Refinancing;

             

            (ddd)  No
              Mortgage Loan which was originated on or after October 1, 2002 and
              prior to
              March 7, 2003 is secured by a Mortgaged Property located in the State
              of Georgia
              has an original principal balance that is less than or equal to the
              applicable
              conforming loan limit established by Fannie Mae (as of the related
              origination
              date);

             

            (eee)  The
              origination and servicing practices with respect to each Mortgage Note
              and
              Mortgage have been legal and in accordance with applicable laws and
              regulations,
              and in all material respects proper and prudent in the mortgage origination
              and
              servicing business. With respect to escrow deposits and payments that
              the Seller
              is entitled to collect, all such payments are in the possession of,
              or under the
              control of, the Seller, and there exist no deficiencies in connection
              therewith
              for which customary arrangements for repayment thereof have not been
              made. All
              escrow payments have been collected and are being maintained in full
              compliance
              with applicable state and federal law and the provisions of the related
              Mortgage
              Note and Mortgage. As to any Mortgage Loan that is the subject of an
              escrow,
              escrow of funds is not prohibited by applicable law and has been established
              in
              an amount sufficient to pay for every escrowed item that remains unpaid
              and has
              been assessed but is not yet due and payable. No escrow deposits or
              other
              charges or payments due under the Mortgage Note have been capitalized
              under any
              Mortgage or the related Mortgage Note. All Mortgage Interest Rate adjustments
              have been made in strict compliance with state and federal law and
              the terms of
              the related Mortgage Note. Any interest required to be paid pursuant
              to state
              and local law has been properly paid and credited; 

             

            (fff)  No
              Mortgage Loan is a Convertible Mortgage Loan;

             

            (ggg)  All
              predatory and abusive lending laws applicable to the origination and
              servicing
              of mortgage loans of a type similar to the Mortgage Loans have been
              complied
              with and the consummation of the transactions contemplated hereby will
              not
              involve the violation of any such laws, and the Seller shall maintain
              in its
              possession, available for the inspection of the Purchaser or its designee,
              and
              shall deliver to the Purchaser or its designee, upon ten (10) Business
              Days’
request, evidence of compliance with such requirements;

             

            (hhh)  The
              Mortgage Loan was underwritten in accordance with the underwriting
              guidelines of
              the Seller in effect at the time the Mortgage Loan was originated,
              and the
              Mortgage Note and Mortgage are on forms acceptable to Fannie Mae and
              Freddie
              Mac;

             

            (iii)  No
              Mortgage Loan was made in connection with the construction or rehabilitation
              of
              a Mortgaged Property;

             

            (jjj)  Each
              original Mortgage was recorded and all subsequent assignments of the
              original
              Mortgage (other than the assignment to the Purchaser) have been recorded,
              or are
              in the process of being recorded, in the appropriate jurisdictions
              wherein such
              recordation is necessary to perfect the lien thereof as against creditors
              of the
              Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan,
              the
              Assignment of Mortgage is in recordable form and is acceptable for
              recording
              under the laws of the jurisdiction in which the Mortgaged Property
              is
              located;

             

            (kkk)  Any
              principal advances made on behalf of the Mortgagor prior to the Cut-off
              Date
              have been consolidated with the outstanding principal amount secured
              by the
              Mortgage, and the secured principal amount, as consolidated, bears
              a single
              interest rate and single repayment term reflected on the Mortgage Loan
              Schedule.
              The lien of the Mortgage securing the consolidated principal amount
              is expressly
              insured as having (A) First Lien priority with respect to each Mortgage
              Loan
              which is indicated by the Seller to be a First Lien (as reflected on
              the
              Mortgage Loan Schedule), or (B) second lien priority with respect to
              each
              Mortgage Loan which is indicated by the Seller to be a Second Lien
              Mortgage Loan
              (as reflected on the Mortgage Loan Schedule), in either case, by a
              title
              insurance policy, an endorsement to the policy insuring the mortgagee’s
              consolidated interest or by other title evidence acceptable to Fannie
              Mae and
              Freddie Mac. The consolidated principal amount does not exceed the
              original
              principal amount of the Mortgage Loan;

             

            (lll)  Interest
              on each Mortgage Loan is calculated on the basis of a 360-day year
              consisting of
              twelve 30-day months;

             

            (mmm)  With
              respect to each Mortgage Loan, the Seller has fully and accurately
              furnished
              complete information on the related borrower credit files to Equifax,
              Experian
              and Trans Union Credit Information Company, in accordance with the
              Fair Credit
              Reporting Act and its implementing regulations, on a monthly basis
              and the
              Seller for each Loan will furnish, in accordance with the Fair Credit
              Reporting
              Act and its implementing regulations, accurate and complete information
              on its
              borrower credit files to Equifax, Experian, and Trans Union Credit
              Information
              Company, on a monthly basis;

             

            (nnn)  The
              debt-to-income ratio of the related Mortgagor was not greater than
              55% at the
              origination of the related Mortgage Loan;

             

            (ooo)  No
              Mortgagor was required to purchase any credit life, disability, accident
              or
              health insurance product or debt cancellation agreement as a condition
              of
              obtaining the extension of credit. No Mortgagor obtained a prepaid
              single
              premium credit life, disability, accident or health insurance policy
              in
              connection with the origination of the Mortgage Loan. No proceeds from
              any
              Mortgage Loan were used to purchase single premium credit insurance
              policies or
              debt cancellation agreements as part of the origination of, or as a
              condition to
              closing, such Mortgage Loan;

             

            (ppp)  The
              Mortgage Loans were not selected from the outstanding one to four-family
              mortgage loans in the Seller’s portfolio at the related Closing Date as to which
              the representations and warranties set forth in this Agreement could
              be made in
              a manner so as to affect adversely the interests of the Purchaser;

             

            (qqq)  The
              Mortgage Loan complies with all applicable consumer credit statutes
              and
              regulations, including, without limitation, the respective Uniform
              Consumer
              Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas,
              Maine,
              Oklahoma, South Carolina, Utah and Wyoming, has been originated by
              a properly
              licensed entity, and in all other respects, complies with all of the
              material
              requirements of any such applicable laws;

             

            (rrr)  Prepayment
              penalty information set forth in the Mortgage Loan Schedule is complete,
              true
              and correct in all material respects and each prepayment penalty is
              permissible,
              enforceable and collectable under applicable federal and state law;

             

            (sss)  The
              Mortgage Loan was not prepaid in full prior to the Closing Date and
              the Seller
              has not received notification from a Mortgagor that a prepayment in
              full shall
              be made after the Closing Date;

             

            (ttt)  
              As of
              the date of origination, no portion of the Mortgaged Property was used
              for
              commercial purposes and, since the date of origination, no portion
              of the
              Mortgaged Property has been used for commercial purposes, except as
              permitted
              under the Underwriting Standards. No Mortgage Loan is secured by commercial
              property;

             

            (uuu)  With
              respect to any Mortgage Loan that contains a provision permitting imposition
              of
              a Prepayment Charge: (i) prior to the Mortgage Loan’s origination, the borrower
              agreed to such Prepayment Charge in exchange for a monetary benefit,
              including
              but not limited to a rate or fee reduction, (ii) prior to the Mortgage
              Loan’s
              origination, the borrower was offered the option of obtaining a mortgage
              loan
              that did not require payment of such a premium, (iii) the prepayment
              premium is
              disclosed to the borrower in the Mortgage Loan documents pursuant to
              applicable
              state and federal law, (iv) for Mortgage Loans originated on or after
              September
              1, 2004, the duration of the prepayment period shall not exceed three
              (3) years
              from the date of the note, unless the Mortgage Loan was modified to
              reduce the
              prepayment period to no more than three years from the date of the
              note and the
              borrower was notified in writing of such reduction in prepayment period,
              and (v)
              notwithstanding any state or federal law to the contrary, the Servicer
              shall not
              impose such prepayment premium in any instance when the mortgage debt
              is
              accelerated as the result of the borrower’s default in making the Mortgage Loan
              payments;

             

            (vvv)  The
              Seller’s parent has adopted an Anti-Money Laundering and Terrorist-Finance
              Policy (the “Policy”) that requires the Seller to comply with applicable
              anti-money laundering laws and regulations, including without limitation
              the USA
              Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller
              has established an anti-money laundering compliance program as required
              by the
              Policy, has procedure in place to conduct due diligence, based upon
              the Seller’s
              risk assessment of the applicable Mortgagor, in connection with the
              origination
              of each Mortgage Loan for purposes of the Policy, including the verification
              of
              the identity of the applicable Mortgagor and, where required, the origin
              of the
              assets used by the said Mortgagor to purchase the property in question
              and has
              procedures, including record keeping procedures, in place to comply
              with Section
              326 of the USA Patriot Act of 2001 and its implementing regulation
              31 CFR
              103.121 regarding the identity of the applicable Mortgagor. On or before
              the
              closing of any Mortgage Loan, the Seller conducts or causes to be conducted
              an
              OFAC screening of the Mortgagor to comply with regulations of the Office
              of
              Foreign Assets Control (“OFAC”) of the United States Department of the Treasury
              implementing certain United States laws and the executive orders issued
              under
              the authority of such laws; and thereafter Seller periodically re-screens
              or
              causes the re-screening of Mortgagors when the OFAC sanctioned parties
              lists are
              updated;

             

            (www)  No
              Mortgage Loan is secured by real property located in the state of Georgia
              unless
              (x) such Mortgage Loan was originated prior to October 1, 2002 or after
              March 6,
              2003, or (y) the property securing the Mortgage Loan is not, nor will
              be,
              occupied by the Mortgagor as the Mortgagor’s principal dwelling. No Mortgage
              Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as
              amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan” under the
              Georgia Act complies with all applicable provisions of the Georgia
              Act;

             

            (xxx)  No
              Mortgage Loan is secured by manufactured housing;

             

            (yyy)  No
              Mortgage Loan (a) is secured by property located in the State of New
              York; (b)
              had an unpaid principal balance at origination of $300,000 or less,
              and (c) has
              an application date on or after April 1, 2003, the terms of which Mortgage
              Loan
              equal or exceed either the APR or the points and fees threshold for
“high-cost
              home loans”, as defined in Section 6-1 of the New York State Banking
              Law;

             

            (zzz)  All
              points and fees related to each Mortgage Loan were disclosed in writing
              to the
              related Mortgagor in accordance with applicable state and federal law
              and
              regulation. Except in the case of a Mortgage Loan in an original principal
              amount of less than $60,000 which would have resulted in an unprofitable
              origination, no related Mortgagor was charged “points and fees” (whether or not
              financed) in an amount greater than 5% of the principal amount of such
              loan,
              such 5% limitation is calculated in accordance with Fannie Mae’s anti-predatory
              lending requirements as set forth in the Fannie Mae Selling Guide.
              All fees and
              charges (including finance charges) and whether or not financed, assessed,
              collected or to be collected in connection with the origination and
              servicing of
              each such Mortgage Loan were disclosed in writing to the related Mortgagor
              in
              accordance with applicable state and federal law and regulation;

             

            (aaaa)  The
              Seller will transmit full-file credit reporting data for each Mortgage
              Loan
              pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage
              Loan,
              Seller agrees it shall report one of the following statuses each month
              as
              follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
              foreclosed, or charged-off;

             

            (bbbb)  With
              respect to each MERS Mortgage Loan, a MIN has been assigned by MERS
              and such MIN
              is accurately provided on the related Mortgage Loan Schedule. The related
              assignment of Mortgage to MERS has been duly and properly recorded
              or submitted
              for recording;

             

            (cccc)  With
              respect to each MERS Mortgage Loan, the Seller has not received any
              notice of
              liens or legal actions with respect to such Mortgage Loan and no such
              notices
              have been electronically posted by MERS

             

            (dddd)  No
              Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
              Section 6-1, as amended effective as of April 1, 2003;

             

            (eeee)  No
              Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
              Protection Act effective July 16, 2003, as amended (Act 1340 or
              2003);

             

            (ffff)  No
              Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
              loan statute effective June 24, 2003, as amended (Ky. Rev. Stat. Section
              360.100);

             

            (gggg)  No
              Mortgage Loan is a “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
              were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or a
              similarly classified loan using different terminology under a law imposing
              heightened regulatory scrutiny or additional legal liability for residential
              mortgage loans having high interest rates, points and/or fees);

             

            (hhhh)  No
              Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
              Protection Act effective January 1, 2004, as amended (N.M. Stat. Ann.
§§
58-21A-1 et seq.);

             

            (iiii)  No
              Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
              Home Loan Act effective January 1, 2004, as amended (815 Ill. Comp.
              Stat. 137/1
              et seq.); 

             

            (jjjj)  No
              Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
              Massachusetts Predatory Home Loan Practices Act, effective November
              7, 2004
              (Mass. Ann. Laws Ch. 183C); 

             

            (kkkk)  No
              Mortgagor agreed to submit to arbitration to resolve any dispute arising
              out of
              or relating in any way to the Mortgage Loan transaction.

             

            (llll)  With
              respect to each Mortgage Loan that is secured in whole or in part by
              the
              interest of the mortgagor as a lessee under a ground lease of the related
              Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
              mortgaged property:

             

            (i)  The
              mortgagor is the owner of a valid and subsisting interest as tenant
              under the
              Ground Lease;

             

            (ii)  The
              Ground Lease is in full force and effect;

             

            (iii)  The
              mortgagor is not in default under any of the terms thereof and no event
              which,
              with the passage of time or the giving of notice and the expiration
              of any grace
              or cure period or both, would constitute an event of default
              thereunder;

             

            (iv)  The
              lessee under the Ground Lease us not in default under any of the terms
              or
              provisions thereof on the part of the lessee to be observed or
              performed;

             

            (v)  The
              term
              of the Ground Lease exceeds the maturity date of the related Mortgage
              Loan by at
              least ten (10) years;

             

            (vi)  The
              Ground Lease or a memorandum thereof has been recorded and by its terms
              permits
              the leasehold estate to be mortgaged. The Ground Lease grants any leasehold
              mortgage protection necessary to protect the security of a leasehold
              mortgage;

             

            (vii)  The
              execution, delivery and performance of the Mortgage do not require
              the consent
              (other than those consents which have been obtained and are in full
              force and
              effect) under, and will not contravene any provision of or cause a
              default
              under, the Ground Lease; and

             

            (viii)  The
              Ground Lease provides that the leasehold can be transferred, mortgaged
              and
              sublet an unlimited number of times either without restriction or on
              payment of
              a reasonable fee and delivery of reasonable documentation to the
              lessor.

             

            Section
              3.03.  Repurchase;
              Substitution.

             

            It
              is
              understood and agreed that the representations and warranties set forth
              in
              Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans
              and delivery
              of the Mortgage File to the Purchaser, or its designee, and shall inure
              to the
              benefit of the Purchaser, notwithstanding any restrictive or qualified
              endorsement on any Mortgage Note or Assignment of Mortgage or the examination,
              or lack of examination, of any Mortgage Loan Document. Upon discovery
              by the
              Seller or the Purchaser of a breach of any of the foregoing representations
              and
              warranties which materially and adversely affects the value of the
              Mortgage
              Loans or the interest of the Purchaser in any Mortgage Loan, the party
              discovering such breach shall give prompt written notice to the others.
              The
              Seller shall have a period of ninety (90) days from the earlier of
              its discovery
              or its receipt of notice of any such breach within which to correct
              or cure such
              breach. The Seller hereby covenants and agrees that if any such breach
              is not
              corrected or cured within such ninety (90) day period, the Seller shall,
              at the
              Purchaser’s option, either repurchase such Mortgage Loan at the Repurchase Price
              plus the reasonable and customary out-of-pocket expenses incurred by
              the
              Purchaser in transferring such Mortgage Loan or substitute a mortgage
              loan for
              the Defective Mortgage Loan as provided below. In the event that any
              such breach
              shall involve any representation or warranty set forth in Section 3.01,
              and such
              breach is not cured within ninety (90) of the earlier of either discovery
              by or
              notice to the Seller of such breach, all affected Mortgage Loans shall,
              at the
              option of the Purchaser, be repurchased by the Seller at the Repurchase
              Price.
              Any such repurchase shall be accomplished by deposit in the Custodial
              Account of
              the amount of the Repurchase Price in no event later than five (5)
              Business Days
              after demand therefor.

             

            It
              is
              hereby understood, notwithstanding anything to the contrary contained
              herein,
              that a breach of any predatory lending representations will be deemed
              to
              materially and adversely affect the value of the related Mortgage
              Loan.

             

            If
              pursuant to the foregoing provisions the Seller repurchases a Mortgage
              Loan that
              is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to
              execute and
              deliver an assignment of the Mortgage in recordable form to transfer
              the
              Mortgage from MERS to the Seller and shall cause such Mortgage to be
              removed
              from registration on the MERS® System in accordance with MERS’ rules and
              regulations or (ii) cause MERS to designate on the MERS® System the Seller as
              the beneficial holder of such Mortgage Loan.

             

            If
              the
              Seller is required to repurchase any Mortgage Loan pursuant to this
              Section 3.03
              as a result of a breach of any of the representations and warranties
              set forth
              in Section 3.02, the Seller may, with the Purchaser’s prior consent, which
              consent shall not be unreasonably withheld, within sixty (60) days
              from the
              related Closing Date, remove such defective Mortgage Loan from the
              terms of this
              Agreement and substitute another mortgage loan for such defective Mortgage
              Loan,
              in lieu of repurchasing such defective Mortgage Loan. Any substitute
              Mortgage
              Loan shall (a) have a principal balance at the time of substitution
              not in
              excess of the principal balance of the defective Mortgage Loan (the
              amount of
              any difference, plus one month’s interest thereon at the Mortgage Interest Rate
              borne by the defective Mortgage Loan, being paid by the Seller and
              deemed to be
              a Principal Prepayment to be deposited by the Seller in the Custodial
              Account),
              (b) have a Mortgage Interest Rate not less than, and not more than
              one
              percentage point greater than, the Mortgage Interest Rate of the removed
              Mortgage Loan, (c) have a remaining term to stated maturity not later
              than, and
              not more than one year less than, the remaining term to stated maturity
              of the
              removed Mortgage Loan, (d) have a Loan-to-Value Ratio at origination
              no greater
              than that of the removed Mortgage Loan, (e) with respect to any second
              lien
              Mortgage Loan, have an Equity Loan-to-Value Ratio at origination no
              greater than
              that of the removed Mortgage Loan, (f) have the same lien priority
              as that of
              the removed Mortgage Loan and (g) be, in the reasonable determination
              of the
              Purchaser, in material compliance with the representations and warranties
              contained in this Agreement and described in Section 3.02 as of the
              date of
              substitution.

             

            The
              Seller shall amend the related Mortgage Loan Schedule to reflect the
              withdrawal
              of the removed Mortgage Loan from this Agreement and the substitution
              of such
              substitute Mortgage Loan therefor. Upon such amendment, the Purchaser
              shall
              review the Mortgage File delivered to it relating to the substitute
              Mortgage
              Loan. The Monthly Payment on a substitute Mortgage Loan due on the
              Due Date in
              the month of substitution shall be the property of the Seller and the
              Monthly
              Payment on the Defective Mortgage Loan for which the substitution is
              made due on
              such date shall be the property of the Purchaser.

             

            It
              is
              understood and agreed that the obligation of the Seller set forth in
              this
              Section 3.03 to cure, repurchase or substitute for a defective Mortgage
              Loan,
              and to indemnify Purchaser pursuant to Section 7.01, constitutes the
              sole
              remedies of the Purchaser respecting a breach of the foregoing representations
              and warranties. If the Seller fails to repurchase or substitute for
              a defective
              Mortgage Loan in accordance with this Section 3.03, or fails to cure
              a defective
              Mortgage Loan to Purchaser’s reasonable satisfaction in accordance with this
              Section 3.03, or to indemnify Purchaser pursuant to Section 7.01, that
              failure
              shall, upon compliance by the Purchaser with the next to the last paragraph
              of
              this Section 3.03, be an Event of Default and the Purchaser shall be
              entitled to
              pursue all available remedies. No provision of this paragraph shall
              affect the
              rights of the Purchaser to terminate this Agreement for cause, as set
              forth in
              Sections 8.01 and 9.01.

             

            Any
              cause
              of action against the Seller relating to or arising out of the breach
              of any
              representations and warranties made in Sections 3.01 and 3.02 shall
              accrue as to
              any Mortgage Loan upon (i) the earlier of discovery of such breach
              by the Seller
              or notice thereof by the Purchaser to the Seller, (ii) failure by the
              Seller to
              cure such breach or repurchase such Mortgage Loan as specified above,
              and (iii)
              demand upon the Seller by the Purchaser for compliance with this
              Agreement.

             

            In
              the
              event that any Mortgage Loan is held by a REMIC, notwithstanding any
              contrary
              provision of this Agreement, with respect to any Mortgage Loan that
              is not in
              default or as to which no default is imminent, Purchaser may, in connection
              with
              any repurchase or substitution of a Defective Mortgage Loan pursuant
              to this
              Section 3.03, require that the Seller deliver, at the Seller’s expense, an
              Opinion of Counsel to the effect that such repurchase or substitution
              will not
              (i) result in the imposition of taxes on “prohibited transactions” of such REMIC
              (as defined in Section 860F of the Code) or otherwise subject the REMIC
              to tax,
              or (ii) cause the REMIC to fail to qualify as a REMIC at any time.

             

            Section
              3.04.  Purchase
              Price Protection.

             

            In
              the
              event that (i) the principal due on any Mortgage Loan is prepaid in
              full within
              two months of the last day of the month of the related Cut-off Date,
              the Seller
              shall pay to the Purchaser, within five (5) Business Days of the Purchaser
              notifying the Seller of such prepayment, an amount equal to the product
              of (A)
              the amount of such prepayment, times (B) the excess, if any, of the
              related
              Purchase Price Percentage, as set forth on the related Trade Confirmation,
              over
              100% or (ii) either of the first two scheduled monthly payments due
              to the
              Purchaser following the related Cut-off Date on any Mortgage Loan is
              not made by
              the related mortgagor by the last day of the month in which it is or
              was due,
              such Mortgage Loan shall be repurchased by the Seller at the related
              Purchase
              Price Percentage, times the aggregate principal balance of such Mortgage
              Loan as
              of the date of repurchase, together with accrued interest.

             

            ARTICLE
              IV

            ADMINISTRATION
              AND SERVICING OF THE MORTGAGE LOANS

             

            Section
              4.01.  The
              Seller to Act as Servicer.

             

            The
              Seller, as independent contract servicer, shall service and administer
              the
              Mortgage Loans in accordance with this Agreement and with Accepted
              Servicing
              Practices, and shall have full power and authority, acting alone or
              through
              subservicers or agents, to do or cause to be done any and all things
              in
              connection with such servicing and administration which the Seller
              may deem
              necessary or desirable and consistent with the terms of this Agreement
              and with
              Accepted Servicing Practices. The Seller shall service and administer
              the
              Mortgage Loans through the exercise of the same care that it customarily
              employs
              for its own account. The Seller may perform its servicing responsibilities
              through agents or independent contractors, but shall not thereby be
              released
              from any of its responsibilities hereunder. Notwithstanding anything
              to the
              contrary, the Seller may delegate any of its duties under this Agreement
              to one
              or more of its affiliates without regard to any of the requirements
              of this
              Section; provided,
              however,
              that
              the Seller shall not be released from any of its responsibilities hereunder
              by
              virtue of such delegation.

             

            Except
              as
              set forth in this Agreement, the Seller shall service the Mortgage
              Loans in
              compliance with the servicing provisions of the Fannie Mae Guides (special
              servicing option), which include, but are not limited to, provisions
              regarding
              the liquidation of Mortgage Loans, the collection of Mortgage Loan
              payments, the
              payment of taxes, insurance and other charges, the maintenance of hazard
              insurance with a Qualified Insurer, the maintenance of mortgage impairment
              insurance, the maintenance of fidelity bond and errors and omissions
              insurance,
              inspections, the restoration of Mortgaged Property, the maintenance
              of Primary
              Mortgage Insurance Policies, insurance claims, the title, management
              of REO
              Property, permitted withdrawals with respect to REO Property, liquidation
              reports, and reports of foreclosures and abandonments of Mortgaged
              Property, the
              transfer of Mortgaged Property, the release of Mortgage Files, annual
              statements, and examination of records and facilities. In the event
              of any
              conflict, inconsistency or discrepancy between any of the servicing
              provisions
              of this Agreement and any of the servicing provisions of the Fannie
              Mae Guides,
              the provisions of this Agreement shall control and be binding upon
              the Purchaser
              and the Seller.

             

            Consistent
              with the terms of this Agreement, the Seller may waive, modify or vary
              any term
              of any Mortgage Loan or consent to the postponement of any such term
              or in any
              manner grant indulgence to any Mortgagor if in the Seller’s reasonable and
              prudent determination such waiver, modification, postponement or indulgence
              is
              not materially adverse to the Purchaser, provided,
              however,
              that
              unless the Mortgagor is in default with respect to the Mortgage Loan,
              or such
              default is, in the judgment of the Seller, reasonably foreseeable,
              or the Seller
              has obtained the prior written consent of the Purchaser, the Seller
              shall not
              permit any modification with respect to any Mortgage Loan that would
              change the
              Mortgage Interest Rate, forgive the payment of any principal or interest,
              reduce
              or increase the outstanding principal balance (except for actual payments
              of
              principal), make any future advances or extend the final maturity date,
              as the
              case may be, with respect to such Mortgage Loan. In the event of any
              such
              modification that permits the deferral of interest or principal payments on any
              Mortgage Loan, the Seller shall, on the Business Day immediately preceding
              the
              Remittance Date in any month in which any such principal or interest
              payment has
              been deferred, deposit in the Custodial Account from its own funds,
              in
              accordance with Section 4.04, the difference between (a) the otherwise
              scheduled
              Monthly Payment and (b) the amount paid by the Mortgagor. The Seller
              shall be
              entitled to reimbursement for such advances to the same extent as for
              all other
              advances pursuant to Section 4.05. Without limiting the generality
              of the
              foregoing, the Seller shall continue, and is hereby authorized and
              empowered by
              the Purchaser when the Seller believes it appropriate and reasonable
              in its best
              judgment, to prepare, execute and deliver, all instruments of satisfaction
              or
              cancellation, or of partial or full release, discharge and all other
              comparable
              instruments, with respect to the Mortgage Loans and with respect to
              the
              Mortgaged Properties and to institute foreclosure proceedings or obtain
              a
              deed-in-lieu of foreclosure so as to convert the ownership of such
              properties,
              and to hold or cause to be held title to such properties, on behalf
              of the
              Purchaser pursuant to the provisions of Section 4.13. Notwithstanding
              anything
              herein to the contrary, the Seller may not enter into a forbearance
              agreement or
              similar arrangement with respect to any Mortgage Loan which runs more
              than 180
              days after the first delinquent Due Date without the prior consent
              of the
              Purchaser. Any such agreement shall be approved by any applicable holder
              of a
              Primary Mortgage Insurance Policy, if required.

             

            The
              Seller is authorized and empowered by the Purchaser, in its own name,
              when the
              Seller believes it appropriate in its reasonable judgment to register
              any
              Mortgage Loan on the MERS® System, or cause the removal from the registration of
              any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the
              Purchaser, any and all instruments of assignment and other comparable
              instruments with respect to such assignment or re-recording of a Mortgage
              in the
              name of MERS, solely as nominee for the Purchaser and its successors
              and
              assigns.

             

            The
              Seller shall accurately and fully report its borrower credit files
              related to
              the Mortgage Loans to Equifax, Transunion and Experian in a timely
              manner.

             

            Section
              4.02.  Collection
              of Mortgage Loan Payments.

             

            Continuously
              from the date hereof until the date each Mortgage Loan ceases to be
              serviced
              subject to this Agreement, the Seller will proceed diligently to collect
              all
              payments due under each Mortgage Loan when the same shall become due
              and payable
              and shall, to the extent such procedures shall be consistent with this
              Agreement, Accepted Servicing Practices, and the terms and provisions
              of related
              Primary Mortgage Insurance Policy, follow such collection procedures
              as it
              follows with respect to mortgage loans comparable to the Mortgage Loans
              and held
              for its own account. Further, the Seller will take special care in
              ascertaining
              and estimating annual escrow payments, and all other charges that,
              as provided
              in the Mortgage, will become due and payable, so that the installments
              payable
              by the Mortgagors will be sufficient to pay such charges as and when
              they become
              due and payable.

             

            Section
              4.03.  Realization
              Upon Defaulted Mortgage Loans.

             

            The
              Seller shall use commercially reasonable efforts, consistent with the
              procedures
              that the Seller would use in servicing loans for its own account, Accepted
              Servicing Practices, any Primary Mortgage Insurance and the best interest
              of
              Purchaser, to foreclose upon or otherwise comparably convert the ownership
              of
              properties securing such of the Mortgage Loans as come into and continue
              in
              default and as to which no satisfactory arrangements can be made for
              collection
              of delinquent payments pursuant to Section 4.01. Foreclosure or comparable
              proceedings shall be initiated pursuant to Fannie Mae guidelines and
              applicable
              state law with respect to Mortgaged Properties for which no satisfactory
              arrangements can be made for collection of delinquent payments. The
              Seller shall
              use its best efforts to realize upon defaulted Mortgage Loans in such
              manner as
              will maximize the receipt of principal and interest by the Purchaser,
              taking
              into account, among other things, the timing of foreclosure proceedings.
              The
              foregoing is subject to the provisions that, in any case in which the
              Mortgaged
              Property shall have suffered damage, the Seller shall not be required
              to expend
              its own funds toward the restoration of such property unless it shall
              determine
              in its discretion (i) that such restoration will increase the proceeds
              of
              liquidation of the related Mortgage Loan to the Purchaser after reimbursement
              to
              itself for such expenses, and (ii) that such expenses will be recoverable
              by the
              Seller through Insurance Proceeds or Liquidation Proceeds from the
              related
              Mortgaged Property, as contemplated in Section 4.05. The Seller shall
              notify the
              Purchaser in writing (which may be by electronic mail) of the commencement
              of
              foreclosure proceedings. The Seller shall be responsible for all costs
              and
              expenses incurred by it in any such proceedings or functions; provided,
              however,
              that it
              shall be entitled to reimbursement thereof from the related property,
              as
              contemplated in Section 4.05. Notwithstanding anything to the contrary
              contained
              herein, in connection with a foreclosure or acceptance of a deed in
              lieu of
              foreclosure, in the event the Seller has reasonable cause to believe
              that a
              Mortgaged Property is contaminated by hazardous or toxic substances
              or wastes,
              or if the Purchaser otherwise requests an environmental inspection
              or review of
              such Mortgaged Property, such an inspection or review is to be conducted
              by a
              qualified inspector at the Purchaser’s expense. Upon completion of the
              inspection, the Seller shall promptly provide the Purchaser with a
              written
              report of the environmental inspection. After reviewing the environmental
              inspection report, the Purchaser shall determine how the Seller shall
              proceed
              with respect to the Mortgaged Property.

             

            In
              the
              event that a Mortgage Loan becomes part of a REMIC, and becomes REO
              Property,
              such property shall be disposed of by the Seller, with the consent
              of the
              Purchaser as required pursuant to this Agreement, within three (3)
              years after
              becoming an REO Property, unless the Seller provides to the trustee
              under such
              REMIC an opinion of counsel to the effect that the holding of such
              REO Property
              subsequent to three years after its becoming REO Property, will not
              result in
              the imposition of taxes on “prohibited transactions” as defined in Section 860F
              of the Code, or cause the transaction to fail to qualify as a REMIC
              at any time
              that certificates are outstanding. The Seller shall manage, conserve,
              protect
              and operate each such REO Property for the certificateholders solely
              for the
              purpose of its prompt disposition and sale in a manner which does not
              cause such
              property to fail to qualify as “foreclosure property” within the meaning of
              Section 860G(a)(8) of the Code, or any “net income from foreclosure property”
which is subject to taxation under the REMIC provisions of the Code.
              Pursuant to
              its efforts to sell such property, the Seller shall either itself or
              through an
              agent selected by the Seller, protect and conserve such property in
              the same
              manner and to such an extent as is customary in the locality where
              such property
              is located. Additionally, the Seller shall provide the Purchaser or
              any master
              servicer with information sufficient to perform the tax withholding
              and
              reporting related to Sections 1445 and 6050J of the Code.

             

            Section
              4.04.  Establishment
              of Custodial Accounts; Deposits in Custodial Accounts.

             

            The
              Seller shall segregate and hold all funds collected and received pursuant
              to
              each Mortgage Loan separate and apart from any of its own funds and
              general
              assets and shall establish and maintain one or more Custodial Accounts.
              Each
              Custodial Account shall be an Eligible Account. Funds deposited in
              a Custodial
              Account may be drawn on in accordance with Section 4.05. The creation
              of any
              Custodial Account shall be evidenced by a letter agreement in the form
              shown in
Exhibit
              B
              hereto.
              The original of such letter agreement shall be furnished to the Purchaser
              on the
              initial Closing Date, and upon the request of any subsequent
              purchaser.

             

            The
              Seller shall deposit in the Custodial Account on a daily basis, within
              two (2)
              Business Days of receipt thereof, and retain therein the following
              payments and
              collections received or made by it subsequent to the Cut-off Date,
              or received
              by it prior to the Cut-off Date but allocable to a period subsequent
              thereto,
              other than in respect of principal and interest on the Mortgage Loans
              due on or
              before the Cut-off Date:

             

            (i)  all
              payments on account of principal, including Principal Prepayments,
              on the
              Mortgage Loans;

             

            (ii)  all
              payments on account of interest on the Mortgage Loans adjusted to the
              Mortgage
              Loan Remittance Rate;

             

            (iii)  all
              Liquidation Proceeds;

             

            (iv)  any
              amounts required to be deposited by the Seller in connection with any
              REO
              Property pursuant to Section 4.13;

             

            (v)  all
              Insurance Proceeds including amounts required to be deposited pursuant
              to
              Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the
              Escrow
              Account and applied to the restoration or repair of the Mortgaged Property
              or
              released to the Mortgagor in accordance with Accepted Servicing Practices,
              the
              loan documents or applicable law;

             

            (vi)  all
              Condemnation Proceeds affecting any Mortgaged Property which are not
              released to
              the Mortgagor in accordance with the Seller’s normal servicing procedures, the
              loan documents or applicable law;

             

            (vii)  any
              Monthly Advances;

             

            (viii)  Compensating
              Interest, if any, for the month of distribution. Such deposit shall
              be made from
              the Seller’s own funds, without reimbursement therefor;

             

            (ix)  all
              proceeds of any Mortgage Loan repurchased in accordance with Sections
              3.03;

             

            (x)  any
              amounts required to be deposited by the Seller pursuant to Section
              4.11 in
              connection with the deductible clause in any blanket hazard insurance
              policy,
              such deposit shall be made from the Seller’s own funds, without reimbursement
              therefor; and

             

            (xi)  any
              amounts required to be deposited in the Custodial Account pursuant
              to Section
              4.01 or Section 6.02.

             

            The
              foregoing requirements for deposit in the Custodial Account shall be
              exclusive,
              it being understood and agreed that, without limiting the generality
              of the
              foregoing, payments in the nature of late payment charges, assumption
              fees and
              other ancillary fees, to the extent permitted by Section 6.01, need
              not be
              deposited by the Seller in the Custodial Account.

             

            The
              Seller may invest the funds in the Custodial Account in Eligible Investments
              designated in the name of the Seller for the benefit of the Seller,
              which shall
              mature not later than the Business Day next preceding the Remittance
              Date next
              following the date of such investment (except that (A) any investment
              in the
              Eligible Institution with which the Custodial Account is maintained
              may mature
              on such Remittance Date and (B) any other investment may mature on
              such
              Remittance Date if the Seller shall advance funds on such Remittance
              Date,
              pending receipt thereof to the extent necessary to make distributions
              to the
              Purchaser) and shall not be sold or disposed of prior to maturity.
              Notwithstanding anything to the contrary herein and above, all income
              and gain
              realized from any such investment shall be for the benefit of the Seller
              and
              shall be subject to withdrawal by the Seller from the Custodial Account
              pursuant
              to Section 4.05(iv). The amount of any losses incurred in respect of
              any such
              investments shall be deposited in the Custodial Account by the Seller
              out of its
              own funds immediately as realized.

             

            Section
              4.05.  Permitted
              Withdrawals From the Custodial Account.

             

            The
              Seller may, from time to time, withdraw from the Custodial Account
              for the
              following purposes:

             

            (i)  to
              make
              payments to the Purchaser in the amounts and in the manner provided
              for in
              Section 5.01;

             

            (ii)  to
              reimburse itself for Monthly Advances, the Seller’s right to reimburse itself
              pursuant to this subclause (ii) being limited to amounts received on
              the related
              Mortgage Loan which represent late collections (net of the related
              Servicing
              Fee) of principal and/or interest respecting which any such advance
              was made, it
              being understood that, in the case of such reimbursement, the Seller’s right
              thereto shall be prior to the rights of the Purchaser, except that,
              where the
              Seller is required to repurchase a Mortgage Loan, pursuant to Section
              3.03, the
              Seller’s right to such reimbursement shall be subsequent to the payment to
              the
              Purchaser of the Repurchase Price pursuant to such Section and all
              other amounts
              required to be paid to the Purchaser with respect to such Mortgage
              Loan;

             

            (iii)  to
              reimburse itself for unreimbursed Servicing Advances and any unpaid
              Servicing
              Fees, the Seller’s right to reimburse itself pursuant to this subclause (iii)
              with respect to any Mortgage Loan being limited to related proceeds
              from
              Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and
              REO
              Disposition Proceeds;

             

            (iv)  to
              pay to
              itself as part of its servicing compensation: (a) any interest earned
              on funds
              or any investment earnings in the Custodial Account net of any losses
              on such
              investments (all such amounts to be withdrawn monthly not later than
              each
              Remittance Date), and (b) to the extent not otherwise retained, the
              Servicing
              Fee from that portion of any payment or recovery as to interest with
              respect to
              a particular Mortgage Loan;

             

            (v)  to
              pay to
              itself with respect to each Mortgage Loan that has been repurchased
              pursuant to
              Section 3.03 all amounts received thereon and not distributed as of
              the date on
              which the related Repurchase Price is determined;

             

            (vi)  to
              reimburse itself for unreimbursed Monthly Advances and Servicing Advances
              to the
              extent not fully reimbursed pursuant to Section 4.05(ii) or (iii)
              above;

             

            (vii)  to
              transfer funds to another Eligible Account in accordance with Section
              4.09
              hereof;

             

            (viii)  to
              remove
              funds inadvertently placed in the Custodial Account by the Seller or
              for which
              amounts previously deposited are returned unpaid by the related Mortgagor’s
              banking institution; and

             

            (ix)  to
              clear
              and terminate the Custodial Account upon the termination of this
              Agreement.

             

            Section
              4.06.  Establishment
              of Escrow Accounts; Deposits in Accounts.

             

            The
              Seller shall segregate and hold all funds collected and received pursuant
              to
              each Mortgage Loan which constitute Escrow Payments separate and apart
              from any
              of its own funds and general assets and shall establish and maintain
              one or more
              Escrow Accounts. Each Escrow Account shall be an Eligible Account.
              Funds
              deposited in the Escrow Account may be drawn on by the Seller in accordance
              with
              Section 4.07. The creation of any Escrow Account shall be evidenced
              by a letter
              agreement in the form shown in Exhibit
              C.
              The
              original of such letter agreement shall be furnished to the Purchaser
              on the
              initial Closing Date, and upon request to any subsequent purchaser.

             

            The
              Seller shall deposit in the Escrow Account or Accounts on a daily basis,
              within
              two (2) Business Days of receipt thereof, and retain therein:

             

            (i)  all
              Escrow Payments collected on account of the Mortgage Loans, for the
              purpose of
              effecting timely payment of any such items as required under the terms
              of this
              Agreement;

             

            (ii)  all
              Insurance Proceeds which are to be applied to the restoration or repair
              of any
              Mortgaged Property; and

             

            (iii)  all
              Servicing Advances for Mortgagors whose Escrow Payments are insufficient
              to
              cover escrow disbursements.

             

            The
              Seller shall make withdrawals from the Escrow Account only to effect
              such
              payments as are required under this Agreement, and for such other purposes
              as
              shall be as set forth or in accordance with Section 4.07. The Seller
              shall be
              entitled to retain any interest paid on funds deposited in an Escrow
              Account by
              the depository institution other than interest on escrowed funds required
              by law
              to be paid to the Mortgagor and, to the extent required by law, the
              Seller shall
              pay interest on escrowed funds to the Mortgagor notwithstanding that
              such Escrow
              Account is non-interest bearing or that interest paid thereon is insufficient
              for such purposes.

             

            Section
              4.07.  Permitted
              Withdrawals From the Escrow Account.

             

            Withdrawals
              from the Escrow Account may be made by the Seller only:

             

            (i)  to
              effect
              timely payments of ground rents, taxes, assessments, water rates, Primary
              Mortgage Insurance Policy premiums, if applicable, fire and hazard
              insurance
              premiums, condominium assessments and comparable items for the related
              Mortgage;

             

            (ii)  to
              reimburse the Seller for any Servicing Advance made by the Seller with
              respect
              to a related Mortgage Loan but only from amounts received on the related
              Mortgage Loan which represent late payments or collections of Escrow
              Payments
              thereunder;

             

            (iii)  to
              refund
              to the Mortgagor any funds as may be determined to be overages;

             

            (iv)  for
              transfer to the Custodial Account in accordance with the terms of this
              Agreement;

             

            (v)  for
              application to restoration or repair of the Mortgaged Property;

             

            (vi)  to
              pay to
              the Seller, or to the Mortgagor to the extent required by law, any
              interest paid
              on the funds deposited in the Escrow Account;

             

            (vii)  to
              clear
              and terminate the Escrow Account on the termination of this
              Agreement;

             

            (viii)  to
              pay to
              the Mortgagors or other parties Insurance Proceeds deposited in accordance
              with
              Section 4.06;

             

            (ix)  to
              remove
              funds inadvertently placed in the Escrow Account by the Seller or for
              which
              amounts previously deposited are returned unpaid by the related Mortgagor’s
              banking institution; and

             

            (x)  to
              clear
              and terminate the Escrow Account upon the termination of this
              Agreement.

             

            Section
              4.08.  Payment
              of Taxes, Insurance and Charges; Maintenance of Primary Mortgage Insurance;
              Collections Thereunder.

             

            With
              respect to each Mortgage Loan, the Seller shall maintain accurate records
              reflecting the status of ground rents, taxes, assessments, water rates
              and other
              charges which are or may become a lien upon the Mortgaged Property
              and the
              status of primary mortgage insurance premiums (if any) and fire and
              hazard
              insurance coverage and shall obtain, from time to time, all bills for
              the
              payment of such charges, including renewal premiums and shall effect
              payment
              thereof prior to the applicable penalty or termination date and at
              a time
              appropriate for securing maximum discounts allowable, employing for
              such purpose
              deposits of the Mortgagor in the Escrow Account which shall have been
              estimated
              and accumulated by the Seller in amounts sufficient for such purposes,
              as
              allowed under the terms of the Mortgage or applicable law. To the extent
              that
              the Mortgage does not provide for Escrow Payments, the Seller shall
              determine
              that any such payments are made by the Mortgagor at the time they first
              become
              due. The Seller assumes full responsibility for the timely payment
              of all such
              bills and shall effect timely payments of all such bills irrespective
              of the
              Mortgagor’s faithful performance in the payment of same or the making of the
              Escrow Payments and shall make advances from its own funds to effect
              such
              payments subject to its ability to recover such Servicing Advances
              pursuant to
              Sections 4.05(ii), (iii) and (vi). Notwithstanding the foregoing, if
              the Seller
              reasonably determines that any such Servicing Advance would not be
              recoverable
              from amounts collected on the related Mortgage Loan, the Seller shall
              have no
              obligation to make such Servicing Advance. Any such determination shall
              be
              evidenced by an Officer’s Certificate delivered to the Purchaser indicating the
              reasons therefor.

             

            The
              Seller will maintain in full force and effect Primary Mortgage Insurance
              Policies issued by a Qualified Insurer with respect to each first lien
              Mortgage
              Loan for which such coverage is herein required. Such coverage will
              be
              maintained until the Loan-to-Value ratio of the related Mortgage Loan
              is reduced
              to the amount for which Fannie Mae no longer requires such insurance
              to be
              maintained. The Seller will not cancel or refuse to renew any Primary
              Mortgage
              Insurance Policy in effect on the related Closing Date that is required
              to be
              kept in force under this Agreement unless a replacement Primary Mortgage
              Insurance Policy for such canceled or non-renewed policy is obtained
              from and
              maintained with a Qualified Insurer. The Seller shall not take any
              action which
              would result in non-coverage under any applicable Primary Mortgage
              Insurance
              Policy of any loss which, but for the actions of the Seller would have
              been
              covered thereunder. In connection with any assumption or substitution
              agreement
              entered into or to be entered into pursuant to Section 6.01, the Seller
              shall
              promptly notify the insurer under the related Primary Mortgage Insurance
              Policy,
              if any, of such assumption or substitution of liability in accordance
              with the
              terms of such policy and shall take all actions which may be required
              by such
              insurer as a condition to the continuation of coverage under the Primary
              Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy
              is
              terminated as a result of such assumption or substitution of liability,
              the
              Seller shall obtain a replacement Primary Mortgage Insurance Policy
              as provided
              above.

             

            In
              connection with its activities as servicer, the Seller agrees to prepare
              and
              present, on behalf of itself and the Purchaser, claims to the insurer
              under any
              Primary Mortgage Insurance Policy in a timely fashion in accordance
              with the
              terms of such Primary Mortgage Insurance Policy and, in this regard,
              to take
              such action as shall be necessary to permit recovery under any Primary
              Mortgage
              Insurance Policy respecting a defaulted first lien Mortgage Loan. Pursuant
              to
              Section 4.04, any amounts collected by the Seller under any Primary
              Mortgage
              Insurance Policy shall be deposited in the Custodial Account, subject
              to
              withdrawal pursuant to Section 4.05.

             

            Section
              4.09.  Transfer
              of Accounts.

             

            The
              Seller may transfer a Custodial Account or an Escrow Account to a different
              Eligible Account from time to time. Such transfer shall be made only
              upon
              providing notice of the transfer to the Purchaser.

             

            Section
              4.10.  Maintenance
              of Hazard Insurance.

             

            The
              Seller shall cause to be maintained for each Mortgage Loan fire and
              hazard
              insurance with extended coverage as is acceptable to Fannie Mae or
              Freddie Mac
              and customary in the area where the Mortgaged Property is located in
              an amount
              which is equal to the lesser of (i) the maximum insurable value of
              the
              improvements securing such Mortgage Loan and (ii) the greater of (a)
              the
              outstanding principal balance of the Mortgage Loan, and (b) an amount
              such that
              the proceeds thereof shall be sufficient to prevent the Mortgagor and/or
              the
              mortgagee from becoming a co-insurer. If required by the Flood Disaster
              Protection Act of 1973, as amended, each Mortgage Loan shall be covered
              by a
              flood insurance policy meeting the requirements of the current guidelines
              of the
              Federal Insurance Administration in effect with an insurance carrier
              acceptable
              to Fannie Mae or Freddie Mac, in an amount representing coverage not
              less than
              the least of (i) the outstanding principal balance of the Mortgage
              Loan, (ii)
              the maximum insurable value of the improvements securing such Mortgage
              Loan and
              (iii) the maximum amount of insurance which is available under the
              Flood
              Disaster Protection Act of 1973, as amended. If at any time during
              the term of
              the Mortgage Loan, the Seller determines in accordance with applicable
              law and
              pursuant to the Fannie Mae Guides that a Mortgaged Property is located
              in a
              special flood hazard area and is not covered by flood insurance or
              is covered in
              an amount less than the amount required by the Flood Disaster Protection
              Act of
              1973, as amended, the Seller shall notify the related Mortgagor that
              the
              Mortgagor must obtain such flood insurance coverage, and if the related
              Mortgagor fails to obtain the required flood insurance coverage within
              forty-five (45) days after such notification, the Seller shall immediately
              force
              place the required flood insurance on the Mortgagor’s behalf. To the extent the
              payment of the related premiums will not, in the Seller’s reasonable
              determination, constitute non-recoverable Servicing Advances, the Seller
              shall
              also maintain on each REO Property, fire and hazard insurance with
              extended
              coverage in an amount which is at least equal to the maximum insurable
              value of
              the improvements which are a part of such property, and, to the extent
              required
              and available under the Flood Disaster Protection Act of 1973, as amended,
              flood
              insurance in an amount as provided above. Any amounts collected by
              the Seller
              under any such policies other than amounts to be deposited in the Escrow
              Account
              and applied to the restoration or repair of the Mortgaged Property
              or REO
              Property, or released to the Mortgagor in accordance with Accepted
              Servicing
              Practices, shall be deposited in the Custodial Account, subject to
              withdrawal
              pursuant to Section 4.05. It is understood and agreed that no other
              additional
              insurance need be required by the Seller or maintained on property
              acquired in
              respect of the Mortgage Loan, other than pursuant to this Agreement,
              the Fannie
              Mae Guides or such applicable state or federal laws and regulations
              as shall at
              any time be in force and as shall require such additional insurance.
              All such
              policies shall be endorsed with standard mortgagee clauses with loss
              payable to
              the Seller and its successors and/or assigns and shall provide for
              at least
              thirty (30) days prior written notice of any cancellation, reduction
              in the
              amount or material change in coverage to the Seller. The Seller shall
              not
              interfere with the Mortgagor’s freedom of choice in selecting either his
              insurance carrier or agent, provided,
              however,
              that
              the Seller shall not accept any such insurance policies from insurance
              companies
              unless such companies are Qualified Insurers.

             

            Section
              4.11.  Maintenance
              of Mortgage Impairment Insurance Policy.

             

            In
              the
              event that the Seller (or an affiliate of the Seller) shall obtain
              and maintain
              a blanket policy issued by an issuer acceptable to Fannie Mae or Freddie
              Mac
              insuring against hazard losses on all of the Mortgage Loans, then,
              to the extent
              such policy provides coverage in an amount equal to the amount required
              pursuant
              to Section 4.10 and otherwise complies with all other requirements
              of Section
              4.10, it shall conclusively be deemed to have satisfied its obligations
              as set
              forth in Section 4.10, it being understood and agreed that such policy
              may
              contain a deductible clause, in which case the Seller shall, in the
              event that
              there shall not have been maintained on the related Mortgaged Property
              or REO
              Property a policy complying with Section 4.10, and there shall have
              been a loss
              which would have been covered by such policy, deposit in the Custodial
              Account
              the amount not otherwise payable under the blanket policy because of
              such
              deductible clause. In connection with its activities as servicer of
              the Mortgage
              Loans, the Seller agrees to prepare and present, on behalf of the Purchaser,
              claims under any such blanket policy in a timely fashion in accordance
              with the
              terms of such policy. Upon request of the Purchaser, the Seller shall
              cause to
              be delivered to the Purchaser a certified true copy of such policy
              and shall use
              commercially reasonable efforts to obtain a statement from the insurer
              thereunder that such policy shall in no event be terminated or materially
              modified without thirty (30) days’ prior written notice to the
              Purchaser.

             

            Section
              4.12.  Maintenance
              of Fidelity Bond and Errors and Omissions Insurance.

             

            The
              Seller shall maintain, at its own expense, a blanket Fidelity Bond
              and an errors
              and omissions insurance policy, with broad coverage with responsible
              companies
              on all officers, employees or other persons acting in any capacity
              with regard
              to the Mortgage Loans to handle funds, money, documents and papers
              relating to
              the Mortgage Loans. The Fidelity Bond shall be in the form of a mortgage
              banker’s blanket bond and shall protect and insure the Seller against losses,
              including forgery, theft, embezzlement and fraud of such persons. The
              errors and
              omissions insurance shall protect and insure the Seller against losses
              arising
              out of errors and omissions and negligent acts of such persons. Such
              errors and
              omissions insurance shall also protect and insure the Seller against
              losses in
              connection with the failure to maintain any insurance policies required
              pursuant
              to this Agreement and the release or satisfaction of a Mortgage Loan
              without
              having obtained payment in full of the indebtedness secured thereby.
              No
              provision of this Section 4.12 requiring the Fidelity Bond or errors
              and
              omissions insurance shall diminish or relieve the Seller from its duties
              and
              obligations as set forth in this Agreement. The minimum coverage under
              any such
              bond and insurance policy shall be at least equal to the corresponding
              amounts
              required by Fannie Mae in the Fannie Mae Guides or by Freddie Mac in
              the Freddie
              Mac Guides. The Seller shall deliver to the Purchaser a certificate
              from the
              surety and the insurer as to the existence of the Fidelity Bond and
              errors and
              omissions insurance policy and shall obtain a statement from the surety
              and the
              insurer that such Fidelity Bond or insurance policy shall in no event
              be
              terminated or materially modified without thirty (30) days’ prior written notice
              to the Purchaser. Upon request by the Purchaser, the Seller shall provide
              the
              Purchaser with an insurance certificate certifying coverage under this
              Section
              4.12, and will provide an update to such certificate upon request,
              or upon
              renewal or material modification of coverage.

             

            Section
              4.13.  Title,
              Management and Disposition of REO Property.

             

            In
              the
              event that title to the Mortgaged Property is acquired in foreclosure,
              by deed
              in lieu of foreclosure or other method resulting in full or partial
              satisfaction
              of the related Mortgage, the deed or certificate of sale shall be taken
              in the
              name of the Purchaser or its designee, or in the event the Purchaser
              or its
              designee is not authorized or permitted to hold title to real property
              in the
              state where the REO Property is located, or would be adversely affected
              under
              the “doing business” or tax laws of such state by so holding title, the deed or
              certificate of sale shall be taken in the name of such Person or Persons
              as
              shall be consistent with an Opinion of Counsel obtained by the Seller,
              at the
              expense of the Purchaser, from an attorney duly licensed to practice
              law in the
              state where the REO Property is located. Any Person or Persons holding
              such
              title other than the Purchaser shall acknowledge in writing that such
              title is
              being held as nominee for the benefit of the Purchaser.

             

            The
              Seller shall notify the Purchaser in accordance with the Fannie Mae
              Guides of
              each acquisition of REO Property upon such acquisition, and thereafter
              assume
              the responsibility for marketing such REO Property in accordance with
              Accepted
              Servicing Practices. Thereafter, the Seller shall continue to provide
              certain
              administrative services to the Purchaser relating to such REO Property
              as set
              forth in this Section 4.13.

             

            The
              Seller shall, either itself or through an agent selected by the Seller,
              and in
              accordance with the Fannie Mae Guides manage, conserve, protect and
              operate each
              REO Property in the same manner that it manages, conserves, protects
              and
              operates other foreclosed property for its own account, and in the
              same manner
              that similar property in the same locality as the REO Property is managed.
              The
              Seller shall cause each REO Property to be inspected promptly upon
              the
              acquisition of title thereto and shall cause each REO Property to be
              inspected
              at least annually thereafter or more frequently as required by the
              circumstances. The Seller shall make or cause to be made a written
              report of
              each such inspection. Such reports shall be retained in the Servicing
              File.

             

            The
              Seller shall use its best efforts to dispose of the REO Property as
              soon as
              possible and shall sell such REO Property in any event within three
              (3) years
              after title has been taken to such REO Property, unless the Seller
              determines,
              and gives an appropriate notice to the Purchaser to such effect, that
              a longer
              period is necessary for the orderly liquidation of such REO Property.
              If a
              longer period than three (3) years is permitted under the foregoing
              sentence and
              is necessary to sell any REO Property, the Seller shall report monthly
              to the
              Purchaser as to the progress being made in selling such REO Property.
              If as of
              the date title to any REO Property was acquired by the Seller there
              were
              outstanding unreimbursed Servicing Advances with respect to the REO
              Property,
              the Seller shall be entitled to immediate reimbursement from the Purchaser
              for
              any related unreimbursed Servicing Advances. The disposition of REO
              Property
              shall be carried out by the Seller at such price, and upon such terms
              and
              conditions, as the Seller deems to be in the best interests of the
              Purchaser.
              The Seller shall update the Purchaser from time-to-time as to the status of each
              REO Property.

             

            Section
              4.14.  Notification
              of Maturity Date.

             

            With
              respect to each Mortgage Loan, the Seller shall execute and deliver
              to the
              Mortgagor any and all necessary notices required under applicable law
              and the
              terms of the related Mortgage Note and Mortgage regarding the maturity
              date if
              required under applicable law.

             

            ARTICLE
              V

            PAYMENTS
              TO THE PURCHASER

             

            Section
              5.01.  Distributions.

             

            On
              each
              Remittance Date, the Seller shall distribute by wire transfer to the
              Purchaser
              (i) all amounts credited to the Custodial Account as of the close of
              business on
              the preceding Determination Date, net of charges against or withdrawals
              from the
              Custodial Account pursuant to Section 4.05, plus (ii) all Monthly Advances,
              if
              any, which the Seller is obligated to distribute pursuant to Section
              5.03, plus
              (iii) all payments in respect of Compensating Interest for such Remittance
              Date
              required to be deposited in the Custodial Account pursuant to Section
              4.04(viii), minus (iv) any amounts attributable to Monthly Payments
              collected but due on a Due Date or Dates subsequent to the preceding
              Determination Date, which amounts shall be remitted on the Remittance
              Date next
              succeeding the Due Period for such amounts, and any Principal Prepayments
              received during the month of such Remittance Date, which amounts shall
              be
              remitted on the next succeeding Remittance Date.

             

            With
              respect to any remittance received by the Purchaser after the Business
              Day
              following the Business Day on which such payment was due, the Seller
              shall pay
              to the Purchaser interest on any such late payment at an annual rate
              equal to
              the Prime Rate, adjusted as of the date of each change, plus two percentage
              points, but in no event greater than the maximum amount permitted by
              applicable
              law. Such interest shall be deposited in the Custodial Account by the
              Seller on
              the date such late payment is made and shall cover the period commencing
              with
              the day following the second Business Day on which such payment was
              due and
              ending with the Business Day on which such payment is made, both inclusive.
              Such
              interest shall be remitted along with the distribution payable on the
              next
              succeeding Remittance Date. The payment by the Seller of any such interest
              shall
              not be deemed an extension of time for payment or a waiver of any Event
              of
              Default by the Seller.

             

            Section
              5.02.  Statements
              to the Purchaser.

             

            The
              Seller shall furnish to the Purchaser an individual loan accounting
              report, as
              of the last Business Day of each month, in the Seller’s assigned loan number
              order to document Mortgage Loan payment activity on an individual Mortgage
              Loan
              basis. With respect to each month, the corresponding individual loan
              accounting
              report shall be received by the Purchaser no later than the fifth (5th)
              Business
              Day of the following month in a format mutually agreed upon by both
              the
              Purchaser and the Seller and in hard copy, which report shall contain
              the
              following (or such other information as is mutually agreed upon by
              the Seller
              and the Purchaser):

             

            (i)  with
              respect to each Monthly Payment, the amount of such remittance allocable
              to
              principal (including a separate breakdown of any Principal Prepayment
              and a
              detailed report of interest on principal prepayment amounts remitted
              in
              accordance with Section 4.04);

             

            (ii)  with
              respect to each Monthly Payment, the amount of such remittance allocable
              to
              interest;

             

            (iii)  the
              aggregate Scheduled Principal Balance of the Mortgage Loans;

             

            (iv)  the
              aggregate of any expenses reimbursed to the Seller during the prior
              distribution
              period pursuant to Section 4.05;

             

            (v)  the
              number and aggregate outstanding principal balances of Mortgage Loans
              (a)
              delinquent (1) 30 to 59 days, (2) 60 to 89 days, and (3) 90 days or
              more; (b) as
              to which foreclosure has commenced; and (c) as to which REO Property
              has been
              acquired; and

             

            (vi)  the
              amount of any Monthly Advances.

             

            The
              Seller shall also provide a monthly servicing report, sorted in the
              Purchaser’s
              assigned loan number order, in the form of Alltel reports P139, S214,
              S215 and
              S50Y and Fidelity report P-4DL (or in such other forms as the Purchaser
              and the
              Seller may agree), with each such report.

             

            The
              Seller shall prepare and file any and all information statements or
              other
              filings required to be delivered to any governmental taxing authority
              or to the
              Purchaser pursuant to any applicable law with respect to the Mortgage
              Loans and
              the transactions contemplated hereby. In addition, the Seller shall
              provide the
              Purchaser with such information concerning the Mortgage Loans as is
              necessary
              for the Purchaser to prepare its federal income tax return as the Purchaser
              may
              reasonably request from time to time.

             

            In
              addition, not more than sixty (60) days after the end of each calendar
              year, the
              Seller shall furnish to each Person who was a Purchaser at any time
              during such
              calendar year an annual statement in accordance with the requirements
              of
              applicable federal income tax law as to the aggregate of remittances
              for the
              applicable portion of such year.

             

            Section
              5.03.  Monthly
              Advances by the Seller.

             

            Not
              later
              than the close of business on the Business Day preceding each Remittance
              Date,
              the Seller shall deposit in the Custodial Account an amount equal to
              all Monthly
              Payments, whether or not deferred pursuant to Section 4.01, which were
              due on a
              Mortgage Loan on the immediately preceding Due Date and delinquent
              at the close
              of business on the related Determination Date.

             

            The
              Seller’s obligation to make such Monthly Advances as to any Mortgage Loan
              will
              continue through the earlier of: (i) the date of the termination or
              resignation,
              as applicable, of the Seller pursuant to Section 7.04, 8.01 or 9.01
              or (ii) the
              date of final disposition and liquidation of the related Mortgage Loan
              or any
              Mortgaged Property acquired through foreclosure or a conveyance in
              lieu of
              foreclosure, unless the Seller reasonably believes such advance to
              be
              non-recoverable from proceeds of the related Mortgage Loan. In such
              event, the
              Seller shall deliver to the Purchaser an Officer’s Certificate of the Seller to
              the effect that an officer of the Seller has reviewed the related Servicing
              File
              and has made the reasonable determination that any additional advances
              are
              non-recoverable from proceeds of the related Mortgage Loan.

             

            Section
              5.04.  Liquidation
              Reports.

             

            Upon
              the
              foreclosure sale of any Mortgaged Property or the acquisition thereof
              by the
              Purchaser pursuant to a deed in lieu of foreclosure, the Seller shall
              submit to
              the Purchaser a liquidation report with respect to such Mortgaged Property.
              The
              Seller shall also provide reports on the status of REO Property containing
              such
              information as the Purchaser may reasonably require.

             

            ARTICLE
              VI

            GENERAL
              SERVICING PROCEDURES

             

            Section
              6.01.  Assumption
              Agreements.

             

            The
              Seller shall, to the extent it has knowledge of any conveyance or prospective
              conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
              conveyance or by contract of sale, and whether or not the Mortgagor
              remains or
              is to remain liable under the Mortgage Note and/or the Mortgage), exercise
              its
              rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale”
clause to the extent permitted by law; provided,
              however,
              that
              the Seller shall not exercise any such rights if prohibited by law
              or the terms
              of the Mortgage Note from doing so or if the exercise of such rights
              would
              impair or threaten to impair any recovery under the related Primary
              Mortgage
              Insurance Policy, if any. If the Seller reasonably believes it is unable
              under
              applicable law to enforce such “due-on-sale” clause, the Seller will enter into
              an assumption agreement with the person to whom the Mortgaged Property
              has been
              conveyed or is proposed to be conveyed, pursuant to which such person
              becomes
              liable under the Mortgage Note and, to the extent permitted by applicable
              state
              law, the Mortgagor remains liable thereon. If the Seller is prohibited
              under
              applicable law from (a) entering into an assumption agreement with
              the Person to
              whom the Mortgaged Property has been conveyed or is proposed to be
              conveyed or
              (b) requiring the original Mortgagor to remain liable under the Mortgage
              Note,
              the Seller, with the prior consent of the primary mortgage insurer,
              if any, is
              authorized to enter into a substitution of liability agreement with
              the person
              to whom the Mortgaged Property has been conveyed or is proposed to
              be conveyed
              pursuant to which the original Mortgagor is released from liability
              and such
              Person is substituted as mortgagor and becomes liable under the related
              Mortgage
              Note. Any such substitution of liability agreement shall be in lieu
              of an
              assumption agreement.

             

            In
              connection with any such assumption or substitution of liability, the
              Seller
              shall follow the underwriting practices and procedures of the Fannie
              Mae Guides.
              With respect to an assumption or substitution of liability, the Mortgage
              Interest Rate borne by the related Mortgage Note and the amount of
              the Monthly
              Payment may not be changed. If the credit of the proposed transferee
              does not
              meet such underwriting criteria, the Seller diligently shall, to the
              extent
              permitted by the Mortgage or the Mortgage Note and by applicable law,
              accelerate
              the maturity of the Mortgage Loan. The Seller shall notify the Purchaser
              that
              any such substitution of liability or assumption agreement has been
              completed by
              forwarding to the Purchaser the original of any such substitution of
              liability
              or assumption agreement, which document shall be added to the related
              Mortgage
              File and shall, for all purposes, be considered a part of such Mortgage
              File to
              the same extent as all other documents and instruments constituting
              a part
              thereof. All fees collected by the Seller for entering into an assumption
              or
              substitution of liability agreement shall belong to the Seller as additional
              servicing compensation.

             

            Notwithstanding
              the foregoing paragraphs of this Section or any other provision of
              this
              Agreement, the Seller shall not be deemed to be in default, breach
              or any other
              violation of its obligations hereunder by reason of any assumption
              of a Mortgage
              Loan by operation of law or any assumption which the Seller may be
              restricted by
              law from preventing, for any reason whatsoever. For purposes of this
              Section
              6.01, the term “assumption” is deemed to also include a sale of the Mortgaged
              Property subject to the Mortgage that is not accompanied by an assumption
              or
              substitution of liability agreement.

             

            Section
              6.02.  Satisfaction
              of Mortgages and Release of Mortgage Files.

             

            Upon
              the
              payment in full of any Mortgage Loan, or the receipt by the Seller
              of a
              notification that payment in full will be escrowed in a manner customary
              for
              such purposes, the Seller will immediately notify the Purchaser by
              a
              certification, which certification shall include a statement to the
              effect that
              all amounts received or to be received in connection with such payment
              which are
              required to be deposited in the Custodial Account pursuant to Section
              4.04 have
              been or will be so deposited, of a Servicing Officer and shall request
              delivery
              to it of the portion of the Mortgage File held by the Purchaser. The
              Purchaser
              shall no later than five (5) Business Days after receipt of such certification
              and request, release or cause to be released to the Seller, the related
              Mortgage
              Loan Documents and, upon its receipt of such documents, the Seller
              shall
              promptly prepare and deliver to the Purchaser the requisite satisfaction
              or
              release. No later than three (3) Business Days following its receipt
              of such
              satisfaction or release, the Purchaser shall deliver, or cause to be
              delivered,
              to the Seller the release or satisfaction properly executed by the
              owner of
              record of the applicable Mortgage or its duly appointed attorney in
              fact. If
              such Mortgage Loan is a MERS Mortgage Loan, the Seller is authorized
              to cause
              the removal from the registration on the MERS System of such Mortgage
              and to
              execute and deliver, on behalf of the Purchaser, any and all instruments
              of
              satisfaction or cancellation or of partial or full release.

             

            In
              the
              event the Seller satisfies or releases a Mortgage without having obtained
              payment in full of the indebtedness secured by the Mortgage or should
              it
              otherwise prejudice any right the Purchaser may have under the Mortgage
              Loan
              Documents, the Seller, upon written demand, shall remit within ten
              (10) Business
              Days to the Purchaser the then outstanding principal balance of the
              related
              Mortgage Loan by deposit thereof in the Custodial Account.

             

            From
              time
              to time and as appropriate for the servicing or foreclosure of the
              Mortgage
              Loans, including for the purpose of collection under any Primary Mortgage
              Insurance Policy, the Purchaser shall, upon request of the Seller and
              delivery
              to the Purchaser of a servicing receipt signed by a Servicing Officer,
              release
              the portion of the Mortgage File held by the Purchaser to the Seller.
              Such
              servicing receipt shall obligate the Seller to return such Mortgage
              Loan
              Documents to the Purchaser when the need therefor by the Seller no
              longer
              exists, unless the Mortgage Loan has been liquidated and the Liquidation
              Proceeds relating to the Mortgage Loan have been deposited in the Custodial
              Account or the Mortgage File has been delivered to an attorney, or
              to a public
              trustee or other public official as required by law, for purposes of
              initiating
              or pursuing legal action or other proceedings for the foreclosure of
              the
              Mortgaged Property either judicially or non-judicially, and the Seller
              has
              delivered to the Purchaser a certificate of a Servicing Officer certifying
              as to
              the name and address of the Person to which such Mortgage File was
              delivered and
              the purpose or purposes of such delivery. Upon receipt of a certificate
              of a
              Servicing Officer stating that such Mortgage Loan was liquidated, the
              servicing
              receipt shall be released by the Purchaser to the Seller.

             

            Section
              6.03.  Servicing
              Compensation.

             

            As
              compensation for its services hereunder, the Seller shall be entitled
              to the
              Servicing Fee. Additional servicing compensation in the form of assumption
              fees,
              as provided in Section 6.01, late payment charges, interest and investment
              earning on funds on deposit in the Custodial Account and Escrow Account
              (to the
              extent provided for herein) and other ancillary income shall be retained
              by the
              Seller to the extent not required to be deposited in the Custodial
              Account. The
              Seller shall be required to pay all expenses incurred by it in connection
              with
              its servicing activities hereunder and shall not be entitled to reimbursement
              therefor except as specifically provided for herein.

             

            Section
              6.04.  Annual
              Statement as to Compliance.

             

            To
              the
              extent that any Mortgage Loans are serviced pursuant to this Agreement
              and are
              not part of a Pass-Through Transfer, within seventy-five (75) days
              after the end
              of each calendar year, the Seller will deliver to the Purchaser an
              Officers’
Certificate stating, as to each signatory thereof, that (i) a review
              of the
              activities of the Seller during the preceding calendar year and of
              performance
              under this Agreement has been made under such officers’ supervision, and (ii) to
              the best of such officers’ knowledge, based on such review, the Seller has
              fulfilled all of its obligations under this Agreement throughout such
              year, or,
              if there has been a default in the fulfillment of any such obligation,
              specifying each such default known to such officers and the nature
              and status
              thereof. The first Officer’s Certificate delivered by the Seller to the
              Purchaser pursuant to this Section shall be delivered on or before
              March 15,
              2007. 

             

            Section
              6.05.  Annual
              Independent Certified Public Accountants’ Servicing Report.

             

            To
              the
              extent that any Mortgage Loans are serviced pursuant to this Agreement
              and are
              not part of a Pass-Through Transfer, within seventy-five (75) days
              after the end
              of each calendar year, the Seller at its expense shall furnish to the
              Purchaser
              each of the items described in Section 2.05 of the Regulation AB Compliance
              Addendum. The first statement delivered by the Seller to the Purchaser pursuant
              to this Section shall be delivered on or before March 15, 2007.

             

            Section
              6.06.  Purchaser’s
              Right to Examine Seller Records.

             

            At
              its
              expense, the Purchaser shall have the right to examine and audit upon
              reasonable
              notice to the Seller, during business hours or at such other times
              as might be
              reasonable under applicable circumstances, any and all of the books,
              records,
              documentation or other information of the Seller, or held by another
              for the
              Seller or on its behalf or otherwise, which relates to the performance
              or
              observance by the Seller of the terms, covenants or conditions of this
              Agreement.

             

            The
              Seller shall provide to the Purchaser and any supervisory agents or
              examiners
              representing a state or federal governmental agency having jurisdiction
              over the
              Purchaser, including but not limited to, OCC, OTS, FDIC and other similar
              entities, access to any documentation regarding the Mortgage Loans
              in the
              possession of the Seller which may be required by any applicable regulations.
              Such access shall be afforded without charge, upon reasonable request,
              during
              normal business hours and at the offices of the Seller, and in accordance
              with
              the federal government, OCC, FDIC, OTS, or any other similar regulations;
              provided, however, that in
              connection with providing such access, the Seller shall not be required
              to incur
              any out-of-pocket costs unless provisions have been made for the reimbursement
              thereof.

             

            Section
              6.07.  Seller
              Shall Provide Information as Reasonably Required.

             

            The
              Seller shall furnish to the Purchaser during the term of this Agreement
              such
              periodic, special or other reports, information or documentation as
              the
              Purchaser may reasonably request, as shall be necessary, reasonable
              or
              appropriate in respect to the Mortgage Loans and the performance of
              the Seller
              under this Agreement, including any reports, information or documentation
              reasonably required to comply with any regulations regarding any supervisory
              agents or examiners of the Purchaser; provided, that, the Seller shall
              not be
              liable for any out-of-pocket costs with respect to the provision of
              such
              reports, information or documentation. All such reports or information
              shall be
              provided by and in accordance with such applicable instructions and
              directions
              as the Purchaser may reasonably request in relation to this Agreement
              or the
              performance of the Seller under this Agreement. The Seller agrees to
              execute and
              deliver all such instruments and take all such action as the Purchaser,
              from
              time to time, may reasonably request in order to effectuate the purpose
              and to
              carry out the terms of this Agreement.

             

            The
              Seller, upon reasonable advance notice, shall make reasonably available
              to the
              Purchaser or any prospective purchaser a knowledgeable financial or
              accounting
              officer for the purpose of answering questions and to permit any prospective
              purchaser to inspect the Seller’s servicing facilities for the purpose of
              satisfying such prospective purchaser that the Seller has the ability
              to service
              the Mortgage Loans as provided in this Agreement.

             

            The
              Seller shall maintain with respect to each Mortgage Loan and shall
              make
              available for inspection by the Purchaser or its designee the related
              Servicing
              File during the time the Purchaser retains ownership of a Mortgage
              Loan and
              thereafter in accordance with applicable laws and regulations.

             

            ARTICLE
              VII

            THE
              SELLER

             

            Section
              7.01.  Indemnification;
              Third Party Claims.

             

            The
              Seller agrees to indemnify the Purchaser and hold it harmless against
              any and
              all claims, losses, damages, penalties, fines, forfeitures, legal fees
              and
              related costs, judgments, and any other costs, fees and expenses (collectively,
              “Damages”)
              that
              the Purchaser may sustain in any way related to the failure of the
              Seller to
              observe and perform its duties, obligations, covenants, and agreements
              and to
              service the Mortgage Loans in compliance with the terms of this Agreement
              or as
              a result of the breach of a representation or warranty set forth in
              Sections
              3.01 or 3.02 of this Agreement. The Seller hereunder shall immediately
              notify
              the Purchaser if a claim is made by a third party with respect to this
              Agreement
              or a Mortgage Loan, assume (with the consent of the Purchaser) the
              defense of
              any such claim and pay all expenses in connection therewith, including
              counsel
              fees, and promptly pay, discharge and satisfy any judgment or decree
              which may
              be entered against it or the Purchaser in respect of such claim. The
              Seller
              shall follow any written instructions received from the Purchaser in
              connection
              with such claim. The Purchaser shall promptly reimburse the Seller
              for all
              amounts advanced by it pursuant to the two preceding sentences except
              when the
              claim relates to the failure of the Seller to service and administer
              the
              Mortgage Loans in compliance with the terms of this Agreement, the
              failure of
              the Seller to perform its duties and obligations pursuant to this Agreement,
              the
              breach of representation or warranty set forth in Sections 3.01 or
              3.02, or the
              negligence, bad faith or willful misconduct of the Seller. The provisions
              of
              this Section 7.01 shall survive termination of this Agreement and transfer
              of
              the related servicing rights.

             

            Section
              7.02.  Merger
              or Consolidation of the Seller.

             

            The
              Seller shall keep in full effect its existence, rights and franchises
              as a
              corporation under the laws of the state of its incorporation except
              as permitted
              herein, and shall obtain and preserve its qualification to do business
              as a
              foreign corporation in each jurisdiction in which such qualification
              is or shall
              be necessary to protect the validity and enforceability of this Agreement,
              or
              any of the Mortgage Loans and to perform its duties under this
              Agreement.

             

            Any
              Person into which the Seller may be merged or consolidated (including
              by means
              of sale or disposal of all or substantially all of the Seller’s assets), or any
              corporation resulting from any merger, conversion or consolidation
              to which the
              Seller shall be a party, or any Person succeeding to the business of
              the Seller
              (whether or not related to loan servicing), shall be the successor
              of the Seller
              hereunder, without the execution or filing of any paper or any further
              act on
              the part of any of the parties hereto, anything herein to the contrary
              notwithstanding; provided,
              however,
              that
              the successor or surviving Person shall be an institution who is a
              Fannie Mae or
              Freddie Mac approved seller/servicer in good standing.

             

            Section
              7.03.  Limitation
              on Liability of the Seller and Others.

             

            The
              duties and obligations of the Seller shall be determined solely by
              the express
              provisions of this Agreement, the Seller shall not be liable except
              for the
              performance of such duties and obligations as are specifically set
              forth in this
              Agreement and no implied covenants or obligations shall be read into
              this
              Agreement against the Seller. Neither the Seller nor any of the officers,
              employees or agents of the Seller shall be under any liability to the
              Purchaser
              for any action taken or for refraining from the taking of any action
              in good
              faith pursuant to this Agreement, or for errors in judgment made in
              good faith;
provided,
              however,
              that
              this provision shall not protect the Seller or any such person against
              any
              breach of warranties or representations made herein, or failure to
              perform its
              obligations in compliance with any standard of care set forth in this
              Agreement,
              or any liability which would otherwise be imposed by reason of negligence,
              bad
              faith or willful misconduct, or any breach of the terms and conditions
              of this
              Agreement. The Seller and any officer, employee or agent of the Seller
              may rely
              in good faith on any document of any kind prima facie properly executed
              and
              submitted by the Purchaser respecting any matters arising hereunder.
              The Seller
              shall not be under any obligation to appear in, prosecute or defend
              any legal
              action which is not incidental to its duties to service the Mortgage
              Loans in
              accordance with this Agreement and which in its reasonable opinion
              may involve
              it in any expenses or liability; provided,
              however,
              that
              the Seller may undertake any such action which it may deem necessary
              or
              desirable in respect to this Agreement and the rights and duties of
              the parties
              hereto. In such event, the reasonable legal expenses and costs of such
              action
              and any liability resulting therefrom shall be expenses, costs and
              liabilities
              for which the Purchaser will be liable, and the Seller shall be entitled
              to be
              reimbursed therefor from the Purchaser upon written demand.

             

            Section
              7.04.  Seller
              Not to Resign.

             

            The
              Seller shall not resign from the obligations and duties hereby imposed
              on it
              except by mutual consent of the Seller and the Purchaser or upon the
              determination that its duties hereunder are no longer permissible under
              applicable law and such incapacity cannot be cured by the Seller. Any
              such
              determination permitting the resignation of the Seller shall be evidenced
              by an
              Opinion of Counsel to such effect delivered to the Purchaser which
              Opinion of
              Counsel shall be in form and substance acceptable to the Purchaser.
              No such
              resignation shall become effective until a successor shall have assumed
              the
              Seller’s responsibilities and obligations hereunder in the manner provided
              in
              Section 11.01.

             

            Section
              7.05.  No
              Transfer of Servicing.

             

            With
              respect to the retention of the Seller to service the Mortgage Loans
              hereunder,
              the Seller acknowledges that the Purchaser has acted in reliance upon
              the
              Seller’s independent status, the adequacy of its servicing facilities, plan,
              personnel, records and procedures, its integrity, reputation and financial
              standing and the continuance thereof. Without in any way limiting the
              generality
              of this Section 7.05 and except as pursuant to Section 7.02, the Seller
              shall
              not either assign this Agreement or the servicing hereunder or delegate
              its
              rights or duties hereunder or any portion thereof without the prior
              written
              approval of the Purchaser. Notwithstanding the foregoing, the Seller
              may,
              without the consent of the Purchaser, retain reasonable and necessary
              third
              party contractors to perform certain servicing and loan administration
              functions, including and limited to, hazard insurance administration,
              tax
              payment and administration, flood certification and administration
              and
              foreclosure activities; provided, that such contractors shall perform
              such
              servicing and loan administrative functions in a manner consistent
              with this
              Agreement; provided, further, that the retention of such contractors
              by Seller
              shall not limit the obligation of the Seller to service the Mortgage
              Loans
              pursuant to the terms and conditions of this Agreement or release it
              from any of
              its obligations hereunder.

             

            ARTICLE
              VIII

            DEFAULT

             

            Section
              8.01.  Events
              of Default.

             

            In
              case
              one or more of the following Events of Default by the Seller shall
              occur and be
              continuing, that is to say:

             

            (i)  any
              failure by the Seller to remit to the Purchaser any payment required
              to be made
              under the terms of this Agreement which continues unremedied for a
              period of two
              (2) Business Days after the date upon which written notice of such
              failure,
              requiring the same to be remedied, shall have been given to the Seller
              by the
              Purchaser; or

             

            (ii)  failure
              on the part of the Seller duly to observe or perform in any material
              respect any
              other of the covenants or agreements on the part of the Seller set
              forth in this
              Agreement, including making any required Servicing Advances, or which
              failure
              continues unremedied for a period of thirty (30) days after the date
              on which
              written notice of such failure, requiring the same to be remedied,
              shall have
              been given to the Seller by the Purchaser; or

             

            (iii)  a
              decree
              or order of a court or agency or supervisory authority having jurisdiction
              for
              the appointment of a conservator or receiver or liquidator in any insolvency,
              bankruptcy, readjustment of debt, marshalling of assets and liabilities
              or
              similar proceedings, or for the winding-up or liquidation of its affairs,
              shall
              have been entered against the Seller and such decree or order shall
              have
              remained in force undischarged or unstayed for a period of sixty (60)
              days;
              or

             

            (iv)  the
              Seller shall voluntarily go into liquidation, consent to the appointment
              of a
              conservator or receiver or liquidator in any insolvency, bankruptcy,
              readjustment of debt, marshalling of assets and liabilities or similar
              proceedings of or relating to the Seller or of or relating to all or
              substantially all of its property; or

             

            (v)  the
              Seller shall admit in writing its inability to pay its debts generally
              as they
              become due, file a petition to take advantage of any applicable insolvency
              or
              reorganization statute, make an assignment for the benefit of its creditors,
              or
              voluntarily suspend payment of its obligations; or

             

            (vi)  the
              Seller ceases to be approved by Fannie Mae or Freddie Mac as a mortgage
              loan
              seller and servicer for more than thirty (30) days; or

             

            (vii)  the
              Seller attempts to assign its right to servicing compensation hereunder
              or the
              Seller attempts, without the consent of the Purchaser, to assign this
              Agreement
              or the servicing responsibilities hereunder or to delegate its duties
              hereunder
              or any portion thereof in a manner not permitted under this Agreement;
              or


             

            (viii)  the
              Seller ceases to be (a) licensed to service first lien residential
              mortgage
              loans in each jurisdiction in which a Mortgaged Property is located
              and such
              licensing is required, and (b) qualified to transact business in any
              jurisdiction where it is currently so qualified, but only to the extent
              such
              non-qualification materially and adversely affects the Seller’s ability to
              perform its obligations hereunder; or

             

            (ix)  failure
              on the part of the Seller duly to observe or perform in any material
              respect any
              of the covenants or agreements on the part of the Seller set forth
              in the
              Regulation AB Compliance Addendum;

             

            then,
              and
              in each and every such case, so long as an Event of Default shall not
              have been
              remedied, the Purchaser, by notice in writing to the Seller may, in
              addition to
              whatever rights the Purchaser may have under Sections 3.03 and 7.01
              and at law
              or equity or to damages, including injunctive relief and specific performance,
              terminate all the rights and obligations of the Seller under this Agreement
              and
              in and to the Mortgage Loans and the proceeds thereof without compensating
              the
              Seller for the same. On or after the receipt by the Seller of such
              written
              notice of termination, all authority and power of the Seller under
              this
              Agreement, whether with respect to the Mortgage Loans or otherwise,
              shall pass
              to and be vested in the successor appointed pursuant to Section 12.01.
              Upon
              written request from the Purchaser, the Seller shall prepare, execute
              and
              deliver, any and all documents and other instruments, place in such
              successor’s
              possession all Servicing Files, and do or accomplish all other acts
              or things
              necessary or appropriate to effect the purposes of such notice of termination,
              whether to complete the transfer and endorsement or assignment of the
              Mortgage
              Loans and related documents, or otherwise, at the Seller’s sole expense. The
              Seller agrees to cooperate with the Purchaser and such successor in
              effecting
              the termination of the Seller’s responsibilities and rights hereunder,
              including, without limitation, the transfer to such successor for administration
              by it of all cash amounts which shall at the time be credited by the
              Seller to
              the Custodial Account or Escrow Account or thereafter received with
              respect to
              the Mortgage Loans or any REO Property.

             

            If
              any of
              the Mortgage Loans are MERS Mortgage Loans, in connection with the
              termination
              or resignation (as described in Section 8.04) of the Seller hereunder,
              either
              (i) the successor servicer shall represent and warrant that it is a
              member of
              MERS in good standing and shall agree to comply in all material respects
              with
              the rules and procedures of MERS in connection with the servicing of
              the
              Mortgage Loans that are registered with MERS, or (ii) the Seller shall
              cooperate
              with the successor servicer either (x) in causing MERS to execute and
              deliver an
              assignment of Mortgage in recordable form to transfer the Mortgage
              from MERS to
              the Purchaser and to execute and deliver such other notices, documents
              and other
              instruments as may be necessary or desirable to effect a transfer of
              such
              Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the
              successor servicer or (y) in causing MERS to designate on the MERS® System the
              successor servicer as the servicer of such Mortgage Loan.

             

            Section
              8.02.  Waiver
              of Defaults.

             

            The
              Purchaser may waive only by written notice any default by the Seller
              in the
              performance of its obligations hereunder and its consequences. Upon
              any such
              waiver of a past default, such default shall cease to exist, and any
              Event of
              Default arising therefrom shall be deemed to have been remedied for
              every
              purpose of this Agreement. No such waiver shall extend to any subsequent
              or
              other default or impair any right consequent thereon except to the
              extent
              expressly so waived in writing.

             

            ARTICLE
              IX

            TERMINATION

             

            Section
              9.01.  Termination.

             

            The
              respective obligations and responsibilities of the Seller shall terminate
              upon:
              (i) the later of the final payment or other liquidation (or any advance
              with
              respect thereto) of the last Mortgage Loan or the disposition of all
              REO
              Property and the remittance of all funds due hereunder; (ii) by mutual
              consent
              of the Seller and the Purchaser in writing; or (iii) termination of
              the Seller
              by the Purchaser with cause under the terms of this Agreement.

             

            ARTICLE
              X

            RECONSTITUTION
              OF MORTGAGE LOANS

             

            Section
              10.01.  Reconstitution
              of Mortgage Loans.

             

            (a)  The
              Seller acknowledges and the Purchaser agrees that with respect to some
              or all of
              the Mortgage Loans, the Purchaser may effect, upon thirty (30) calendar
              days
              prior written notice to the Seller, either:

             

            (i)  one
              or
              more sales of the Mortgage Loans as whole loan transfers (each, a “Whole
              Loan Transfer”);

             

            (ii)  one
              or
              more Agency Transfers; and/or

             

            (iii)  one
              or
              more sales of the Mortgage Loans as public or private pass-through
              transfers
              (each, a “Pass-Through
              Transfer”).

             

            (b)  With
              respect to each Whole Loan Transfer, Agency Transfer or Pass-Through
              Transfer,
              as the case may be, the Seller agrees:

             

            (i)  to
              cooperate reasonably with the Purchaser and any prospective purchaser
              with
              respect to all reasonable requests that do not result in an undue burden
              or
              expense of the Seller;

             

            (ii)  to
              execute all agreements required to be executed by the Seller in connection
              with
              such Whole Loan Transfer, Agency Transfer or Pass-Through Transfer
              provided that
              any such agreements be consistent with the terms hereof and impose
              no greater
              duties, liabilities or obligations upon the Seller than those set forth
              herein
              and provided that the Seller is given an opportunity to review and
              reasonably
              negotiate in good faith the content of such documents not specifically
              referenced or provided for herein;

             

            (iii)  to
              make
              all the representations and warranties set forth in Section 3.01 as
              of the date
              of the Whole Loan Transfer, Agency Transfer or Pass-Through
              Transfer;

             

            (iv)  to
              deliver to the Purchaser (a) for inclusion in any prospectus or other
              offering
              material such publicly available information regarding the Seller and
              its
              financial condition and any additional information reasonably requested
              by the
              Purchaser, (b) any similar nonpublic, unaudited financial information
              (which the
              Purchaser may, at its option and its cost, have audited by certified
              public
              accountants) and such other information as is reasonably requested
              by the
              Purchaser and which the Seller is capable of providing without unreasonable
              effort or expense, and to indemnify the Purchaser and its affiliates
              for any
              losses, costs or damages incurred by any of them directly related to
              any
              material misstatements contained in such information or for any omissions
              of
              material fact required to be stated therein to the extent such information
              is
              provided by the Seller specifically for use in a prospectus or other
              offering
              material; provided,
              that,
              the
              Purchaser shall indemnify the Seller and its affiliates for any losses,
              costs or
              damages related to any material misstatements contained in any prospectus
              or
              other offering material other than in such information provided by
              the Seller
              specifically for use therein or for any omissions of material fact
              required to
              be stated therein and (c) such statements and audit letters of reputable,
              certified public accountants pertaining to information provided by
              the Seller
              pursuant to clause (a) above as shall be reasonably requested by the
              Purchaser;
              and

             

            (v)  to
              deliver to the Purchaser, and to any Person designated by the Purchaser,
              opinions of counsel in a form reasonably acceptable to the Purchaser
              as are
              customarily delivered by sellers and servicers and reasonably determined
              by the
              Purchaser to be necessary in connection with Whole Loan Transfers,
              Agency
              Transfers or Pass-Through Transfers, as the case may be, it being understood
              that the cost of any opinions of counsel (other than in-house counsel)
              that may
              be required for a Whole Loan Transfer, Agency Transfer or Pass-Through
              Transfer,
              as the case may be, shall be the responsibility of the Purchaser.

             

            The
              Purchaser shall reimburse the Seller for any and all out-of-pocket
              expenses,
              costs and fees, including reasonable attorney’s fees, incurred by the Seller in
              response to requests for information or assistance under this Section.
              All
              Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer,
              Agency
              Transfer or Pass-Through Transfer shall be subject to this Agreement
              and shall
              continue to be serviced in accordance with the terms of this Agreement
              and with
              respect thereto this Agreement shall remain in full force and
              effect.

             

            ARTICLE
              XI

            MISCELLANEOUS
              PROVISIONS

             

            Section
              11.01.  Successor
              to the Seller.

             

            Prior
              to
              termination of Seller’s responsibilities and duties under this Agreement
              pursuant to Section 7.04, 8.01 or 9.01, the Purchaser shall (i) succeed
              to and
              assume all of the Seller’s responsibilities, rights, duties and obligations
              under this Agreement, or (ii) appoint a successor having the characteristics
              set
              forth in Section 7.02 hereof and which shall succeed to all rights
              and assume
              all of the responsibilities, duties and liabilities of the Seller under
              this
              Agreement. In connection with such appointment and assumption, the
              Purchaser may
              make such arrangements for the compensation of such successor out of
              payments on
              Mortgage Loans as the Purchaser and such successor shall agree. In
              the event
              that the Seller’s duties, responsibilities and liabilities under this Agreement
              should be terminated pursuant to the aforementioned Sections, the Seller
              shall
              discharge such duties and responsibilities during the period from the
              date it
              acquires knowledge of such termination until the effective date thereof
              with the
              same degree of diligence and prudence which it is obligated to exercise
              under
              this Agreement, and shall take no action whatsoever that might impair
              or
              prejudice the rights or financial condition of its successor. The resignation
              or
              removal of the Seller pursuant to the aforementioned Sections shall
              not become
              effective until a successor shall be appointed pursuant to this Section
              and
              shall in no event relieve the Seller of the representations and warranties
              made
              pursuant to Section 3.01 and the indemnification obligations of the
              Seller
              pursuant to Section 7.01.

             

            Any
              successor appointed as provided herein shall execute, acknowledge and
              deliver to
              the Seller and to the Purchaser an instrument accepting such appointment,
              whereupon such successor shall become fully vested with all the rights,
              powers,
              duties, responsibilities, obligations and liabilities of the Seller,
              with like
              effect as if originally named as a party to this Agreement. Any termination
              or
              resignation of the Seller or this Agreement pursuant to Section 7.04,
              7.05, 8.01
              or 9.01 shall not affect any claims that the Purchaser may have against
              the
              Seller arising prior to any such termination or resignation.

             

            The
              Seller shall promptly deliver to the successor the funds in the Custodial
              Account and the Escrow Account and the Mortgage Files and related documents
              and
              statements held by it hereunder and the Seller shall account for all
              funds. The
              Seller shall execute and deliver such instruments and do such other
              things all
              as may reasonably be required to more fully and definitely vest and
              confirm in
              the successor all such rights, powers, duties, responsibilities, obligations
              and
              liabilities of the Seller. Upon appointment of successor servicer to
              the Seller,
              the Seller shall be reimbursed for unrecovered Servicing Advances,
              Monthly
              Advances and unpaid Servicing Fees made by the Seller which would otherwise
              have
              been recovered by the Seller pursuant to this Agreement but for the
              appointment
              such successor servicer.

             

            Upon
              a
              successor’s acceptance of appointment as such, the Seller shall notify by mail
              the Purchaser of such appointment.

             

            Section
              11.02.  Amendment.

             

            This
              Agreement may be amended or supplemented from time to time by written
              agreement
              executed by the Purchaser and the Seller.

             

            Section
              11.03.  Recordation
              of Agreement.

             

            To
              the
              extent permitted by applicable law, this Agreement is subject to recordation
              in
              all appropriate public offices for real property records in all the
              counties or
              other comparable jurisdictions in which any of all the Mortgaged Properties
              subject to the Mortgages are situated, and in any other appropriate
              public
              recording office or elsewhere, such recordation to be effected by the
              Seller at
              the Seller’s expense on direction of the Purchaser.

             

            Section
              11.04.  Governing
              Law.

             

            This
              Agreement shall be governed by and construed in accordance with the
              laws of the
              State of New York, without regard to its conflict of law provisions,
              except to
              the extent preempted by Federal law. The obligations, rights and remedies
              of the
              parties hereunder shall be determined in accordance with such laws.

             

            Section
              11.05.  Notices.

             

            Any
              demands, notices or other communications permitted or required hereunder
              shall
              be in writing and shall be deemed conclusively to have been given if
              personally
              delivered at or mailed by registered mail, postage prepaid, and return
              receipt
              requested or certified mail, return receipt requested, or transmitted
              by telex,
              telegraph or telecopier and confirmed by a similar mailed writing,
              as
              follows:

             

            (i)           
               if
              to the
              Seller:

             

            Wachovia
              Mortgage Corporation

            201
              South
              College Street

            Suite
              1600

            Charlotte,
              North Carolina 28288-1088

            Attention:
              Caroline Payne

            Facsimile:
              (704) 374-7980

             

            with
              a
              copy to:

             

            Wachovia
              Mortgage Corporation

            1100
              Corporate Center Drive

            Raleigh,
              North Carolina 27607

            Attention:
              Tom Fowler

             

            Facsimile:
              (919) 852-7525

             

            (ii)          
              if
              to the
              Purchaser:

             

            Nomura
              Credit & Capital, Inc. 

            2
              World
              Financial Center

            Building
              B, 21st
              Floor

            New
              York,
              New York 10281

            Attention:
              Dante LaRocca, Managing Director

             

            Facsimile:
              (212)667-1024

             

            with
              copy
              to:

             

            NCCI
              Legal

            2
              World
              Financial Center

            Building
              B, 21st
              Floor

            New
              York,
              New York 10281

            


            or
              such
              other address as may hereafter be furnished to the other party by like
              notice.
              Any such demand, notice or communication hereunder shall be deemed
              to have been
              received on the date delivered to or received at the premises of the
              addressee
              (as evidenced, in the case of registered or certified mail, by the
              date noted on
              the return receipt).

             

            Section
              11.06.  Severability
              of Provisions.

             

            Any
              part,
              provision, representation or warranty of this Agreement which is prohibited
              or
              which is held to be void or unenforceable shall be ineffective to the
              extent of
              such prohibition or unenforceability without invalidating the remaining
              provisions hereof. Any part, provision, representation or warranty
              of this
              Agreement which is prohibited or unenforceable or is held to be void
              or
              unenforceable in any jurisdiction shall be ineffective, as to such
              jurisdiction,
              to the extent of such prohibition or unenforceability without invalidating
              the
              remaining provisions hereof, and any such prohibition or unenforceability
              in any
              jurisdiction as to any Mortgage Loan shall not invalidate or render
              unenforceable such provision in any other jurisdiction. To the extent
              permitted
              by applicable law, the parties hereto waive any provision of law which
              prohibits
              or renders void or unenforceable any provision hereof. If the invalidity
              of any
              part, provision, representation or warranty of this Agreement shall
              deprive any
              party of the economic benefit intended to be conferred by this Agreement,
              the
              parties shall negotiate, in good faith, to develop a structure the
              economic
              effect of which is nearly as possible the same as the economic effect
              of this
              Agreement without regard to such invalidity.

             

            Section
              11.07.  Exhibits.

             

            The
              exhibits to this Agreement are hereby incorporated and made a part
              hereof and
              are an integral part of this Agreement.

             

            Section
              11.08.  General
              Interpretive Principles.

             

            For
              purposes of this Agreement, except as otherwise expressly provided
              or unless the
              context otherwise requires:

             

            (i)  the
              terms
              defined in this Agreement have the meanings assigned to them in this
              Agreement
              and include the plural as well as the singular, and the use of any
              gender herein
              shall be deemed to include the other gender;

             

            (ii)  accounting
              terms not otherwise defined herein have the meanings assigned to them
              in
              accordance with GAAP;

             

            (iii)  references
              herein to “Articles,” “Sections,” Subsections,” “Paragraphs,” and other
              subdivisions without reference to a document are to designated Articles,
              Sections, Subsections, Paragraphs and other subdivisions of this
              Agreement;

             

            (iv)  a
              reference to a Subsection without further reference to a Section is
              a reference
              to such Subsection as contained in the same Section in which the reference
              appears, and this rule shall also apply to Paragraphs and other
              subdivisions;

             

            (v)  the
              words
“herein,” “hereof,” “hereunder,” and other words of similar import refer to this
              Agreement as a whole and not to any particular provision;

             

            (vi)  the
              term
“include” or “including” shall mean without limitation by reason of enumeration;
              and

             

            (vii)  headings
              of the Articles and Sections in this Agreement are for reference purposes
              only
              and shall not be deemed to have any substantive effect.

             

            Section
              11.09.  Reproduction
              of Documents.

             

            This
              Agreement and all documents relating thereto, including, without limitation,
              (i)
              consents, waivers and modifications which may hereafter be executed,
              (ii)
              documents received by any party at the closing, and (iii) financial
              statements,
              certificates and other information previously or hereafter furnished,
              may be
              reproduced by any photographic, photostatic, microfilm, micro-card,
              miniature
              photographic or other similar process. The parties agree that any such
              reproduction shall be admissible in evidence as the original itself
              in any
              judicial or administrative proceeding, whether or not the original
              is in
              existence and whether or not such reproduction was made by a party
              in the
              regular course of business, and that any enlargement, facsimile or
              further
              reproduction of such reproduction shall likewise be admissible in
              evidence.

             

            Section
              11.10.  Confidentiality
              of Information.

             

            Each
              party recognizes that, in connection with this Agreement, it may become
              privy to
              non-public information regarding the financial condition, operations
              and
              prospects of the other party. Except as required by law, each party
              agrees to
              keep all non-public information regarding the other party strictly
              confidential,
              and to use all such information solely in order to effectuate the purpose
              of the
              Agreement, provided that each party may provide confidential information
              to its
              employees, agents and affiliates who have a need to know such information
              in
              order to effectuate the transaction, provided further that such information
              is
              identified as confidential non-public information. In addition, confidential
              information may be provided to a regulatory authority with supervisory
              power
              over the Purchaser, provided such information is identified as confidential
              non-public information.

             

            Section
              11.11.  Recordation
              of Assignments of Mortgage.

             

            To
              the
              extent permitted by applicable law, each of the Assignments of Mortgage
              is
              subject to recordation in all appropriate public offices for real property
              records in all the counties or other comparable jurisdictions in which
              any or
              all of the Mortgaged Properties are situated, and in any other appropriate
              public recording office or elsewhere, such recordation to be effected
              (i) with
              respect to MERS Mortgage Loans and (ii) with respect to Mortgage Loans
              that are
              not MERS Mortgage Loans, at the Seller’s expense, in each case, in the event
              recordation is either necessary under applicable law or requested by
              the
              Purchaser at its sole option.

             

            Section
              11.12.  Assignment
              by Purchaser.

             

            The
              Purchaser shall have the right, upon notice to the Seller, to assign,
              in whole
              or in part, its interest under this Agreement with respect to some
              or all of the
              Mortgage Loans, and designate any person to exercise any rights of
              the Purchaser
              hereunder, by executing an Assignment, Assumption and Recognition Agreement
              substantially in the form of Exhibit
              D
              hereto,
              and the assignee or designee shall accede to the rights and obligations
              hereunder of the Purchaser with respect to such Mortgage Loans; provided,
              however, that, in no event shall there be any more than three (3) “Purchasers”
with respect to any Mortgage Loan Package. In no event shall the Purchaser
              sell
              a partial interest in any Mortgage Loan without the prior written consent
              of the
              Seller, which consent may be granted or withheld in the Seller’s sole
              discretion. All references to the Purchaser in this Agreement shall
              be deemed to
              include its assignee or designee.

             

            Section
              11.13.  No
              Partnership.

             

            Nothing
              herein contained shall be deemed or construed to create a co-partnership
              or
              joint venture between the parties hereto and the services of the Seller
              shall be
              rendered as an independent contractor and not as agent for
              Purchaser.

             

            Section
              11.14.  Execution;
              Successors and Assigns.

             

            This
              Agreement may be executed in one or more counterparts and by the different
              parties hereto on separate counterparts, each of which, when so executed,
              shall
              be deemed to be an original; such counterparts, together, shall constitute
              one
              and the same agreement. Subject to Section 7.02, this Agreement shall
              inure to
              the benefit of and be binding upon the Seller and the Purchaser and
              their
              respective successors and assigns.

             

            Section
              11.15.  Entire
              Agreement.

             

            Each
              of
              the parties to this Agreement acknowledges that no representations,
              agreements
              or promises were made to any of the other parties to this Agreement
              or any of
              its employees other than those representations, agreements or promises
              specifically contained herein. This Agreement and the related Purchase
              Price and
              Terms Letter set forth the entire understanding between the parties
              hereto and
              shall be binding upon all successors of all of the parties. In the
              event of any
              inconsistency between a Purchase Price and Terms Letter and this Agreement,
              this
              Agreement shall control.

             

            Section
              11.16.  No
              Solicitation.

             

            From
              and
              after the related Closing Date, except as provided below, the Seller
              agrees that
              it will not take any action or permit or cause any action to be taken
              by any of
              its agents or affiliates, or by any independent contractors on the
              Seller’s
              behalf, in any manner to solicit the borrower or obligor under any
              Mortgage Loan
              to refinance the Mortgage Loan, in whole or in part, without the prior
              written
              consent of the Purchaser. It is understood and agreed that all rights
              and
              benefits relating to the solicitation of any Mortgagors to refinance
              any
              Mortgage Loans and the attendant rights, title and interest in and
              to the list
              of such Mortgagors and data relating to their Mortgages (including
              insurance
              renewal dates) shall be transferred to the Purchaser pursuant hereto
              on the
              related Closing Date and the Seller shall take no action to undermine
              these
              rights and benefits. Notwithstanding the foregoing, it is understood
              and agreed
              that the following promotions or solicitations undertaken by the Seller
              or any
              affiliate of the Seller shall not be prohibited under this Section
              11.16: (i)
              promotions or solicitations that are directed to the general public
              at large or
              segments thereof, provided that no segment shall consist primarily
              of the
              borrowers or obligors under the Mortgage Loans, including, without
              limitation,
              mass mailing based on commercially acquired mailing lists, newspaper,
              radio and
              television advertisements; (ii) responding to Mortgagor requests for
              pay-off
              information and regarding other bank or financial products or services;
              and
              (iii) promotions or solicitations to any Mortgagor for any other bank
              or
              financial products or services, unless such promotions or solicitations
              are for
              a prepayment of a Mortgage Loan.

             

            Section
              11.17.  Costs.

             

            The
              Purchaser shall pay any commissions due its salesmen, the expenses
              of its
              accountants and attorneys and the expenses and fees of any broker retained
              by
              the Purchaser with respect to the transactions covered by this Agreement. To the
              extent not otherwise provided herein, all other costs and expenses
              incurred in
              connection with the transfer and delivery of the Mortgage Loans, including,
              without limitation, fees for recording intervening assignments of mortgage
              and
              Assignments of Mortgage, the cost of obtaining tax service contracts
              and the
              legal fees and expenses of its attorneys shall be paid by the Seller.
              The Seller
              shall be responsible for causing the recordation of all Assignments
              of Mortgage
              and all intervening assignments of mortgage, as applicable.

             

            Section
              11.18.  Protection
              of Mortgagor Personal Information.

             

            Each
              of
              the Purchaser and the Seller agree that it (i) shall comply with any
              applicable
              laws and regulations regarding the privacy and security of Mortgagor
              Personal
              Information, (ii) shall not use Mortgagor Personal Information in any
              manner
              inconsistent with any applicable laws and regulations regarding the
              privacy and
              security of Mortgagor Personal Information, (iii) shall not disclose
              Mortgagor
              Personal Information to third parties except at the specific written
              direction
              of the other; provided,
              however,
              that the
              Purchaser and the Seller may disclose Mortgagor Personal Information
              to third
              parties in connection with secondary market transactions to the extent
              not
              prohibited by applicable law or to the extent required by a valid and
              effective
              subpoena issued by a court of competent jurisdiction or other governmental
              body,
              (iv) shall maintain adequate physical, technical and administrative
              safeguards
              to protect Mortgagor Personal Information from unauthorized access
              and
              (v) shall immediately notify the other of any actual or suspected breach
              of
              the confidentiality of Mortgagor Personal Information.

             

            Section
              11.19.  Compliance
              With Regulation AB.

             

            In
              order
              to facilitate compliance with Regulation AB promulgated under the Securities
              Act, the Seller and the Purchaser agree to comply with the provisions
              of the
              Regulation AB Compliance Addendum attached hereto as Addendum
              I.
              

            
 

            


            [SIGNATURE
              PAGE TO FOLLOW]

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            


             

            IN
              WITNESS WHEREOF, the Seller and the Purchaser have caused their names
              to be
              signed hereto by their respective officers thereunto duly authorized
              as of the
              day and year first above written.

             

            
              	 	 	 
	 	
                      NOMURA
                        CREDIT & CAPITAL, INC.,

                      as
                        Purchaser

                    
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                      

                    
	 	Title: 	
                      
 
	 	 	
                      

                    


            

            
               

            

            
              
                	 	 	 
	 	
                        WACHOVIA
                          MORTGAGE CORPORATION, as Seller

                      
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                        

                      
	 	Title: 	
                        
 
	 	 	
                        

                      


              

              
              

               

               

              [Signature
                Page to Seller’s Purchase, Warranties and Servicing Agreement, dated as of March
                1, 2006]

            

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Exhibit
              A-1

             

            Contents
              of Mortgage File

             

            With
              respect to each Mortgage Loan, the Mortgage File shall include each
              of the
              following items, which shall be available for inspection by the Purchaser,
              and
              which shall be retained by the Seller in the Servicing File or delivered
              to the
              Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the
              Seller’s
              Purchase, Warranties and Servicing Agreement.

             

            1. The
              original Mortgage Note, with all applicable riders, endorsed “Pay to the order
              of ___________________ without recourse,” and signed in the name of the Seller
              by an authorized officer, with all intervening endorsements showing
              a complete
              chain of title from the originator to the Seller. If the Mortgage Loan
              was
              acquired by the Seller in a merger, the endorsement must be by “[Seller],
              successor by merger to the [name of predecessor]”. If the Mortgage Loan was
              acquired or originated by the Seller while doing business under another
              name,
              the endorsement must be by “[Seller] formerly known as [previous name]”. If the
              original note is unavailable, seller will provide an affidavit of lost
              note (in
              form acceptable to the Purchaser) stating that the original Mortgage
              Note was
              lost or destroyed, together with a copy of such Mortgage Note and indemnifying
              the Purchaser against any and all claims arising as a result of any
              person or
              entity claiming they are the holder of the note or that the note has
              been paid
              off and returned.

             

            2. A
              true
              certified copy, certified by the [title insurer], of the applicable
              First
              Lien.

             

            3. Except
              as
              provided below and for each Mortgage Loan that is not a MERS Mortgage
              Loan, the
              original Mortgage, with all applicable riders, with evidence of recording
              thereon, or a copy thereof certified by the public recording office
              in which
              such mortgage has been recorded or, if the original Mortgage has not
              been
              returned from the applicable public recording office, a true certified
              copy,
              certified by the [title insurer], of the original Mortgage together
              with a
              certificate of the Seller certifying that the original Mortgage has
              been
              delivered for recording in the appropriate public recording office
              of the
              jurisdiction in which the Mortgaged Property is located and in the
              case of each
              MERS Mortgage Loan, the original Mortgage, noting the presence of the
              MIN of the
              Mortgage Loans and either language indicating that the Mortgage Loan
              is a MOM
              Loan or if the Mortgage Loan was not a MOM Loan at origination, the
              original
              Mortgage and the assignment thereof to MERS, with evidence of recording
              indicated thereon, or a copy of the Mortgage certified by the public
              recording
              office in which such Mortgage has been recorded.

             

            4. The
              original or certified to be a true copy or if in electronic form identified
              on
              the Mortgage Loan Schedule, the certificate number, certified by the
              Seller, of
              the related Primary Mortgage Insurance Policy, if required.

             

            5. In
              the
              case of each Mortgage Loan that is not a MERS Mortgage Loan, the original
              Assignment, from the Seller in accordance with Purchaser’s instructions, which
              assignment shall, but for any blanks requested by the Purchaser, be
              in form and
              substance acceptable for recording, or a copy certified by the Seller
              as a true
              and correct copy of the original Assignment which has been sent for
              recordation.
              If the Mortgage Loan was acquired or originated by the Seller while
              doing
              business under another name, the Assignment must be by “[Seller] formerly known
              as [previous name]”.

             

            6. With
              respect to Mortgage Loans that are not Co-op Loans, the original policy
              of title
              insurance, including riders and endorsements thereto, or if the policy
              has not
              yet been issued, a written commitment or interim binder or preliminary
              report of
              title issued by the title insurance or escrow company.

             

            7. Originals
              of all recorded intervening Assignments, or copies thereof, certified
              by the
              public recording office in which such Assignments have been recorded
              showing a
              complete chain of title from the originator to the Seller, with evidence
              of
              recording thereon, or a copy thereof certified by the public recording
              office in
              which such Assignment has been recorded or, if the original Assignment
              has not
              been returned from the applicable public recording office, a true certified
              copy, certified by the [title insurer] of the original Assignment together
              with
              a certificate of the [title insurer] certifying that the original Assignment
              has
              been delivered for recording in the appropriate public recording office
              of the
              jurisdiction in which the Mortgaged Property is located.

             

            8. Originals,
              or copies thereof certified by the public recording office in which
              such
              documents have been recorded, of each assumption, extension, modification,
              written assurance or substitution agreements, if applicable, or if
              the original
              of such document has not been returned from the applicable public recording
              office, a true certified copy, certified by the [title insurer], of
              such
              original document together with certificate of Seller certifying the
              original of
              such document has been delivered for recording in the appropriate recording
              office of the jurisdiction in which the Mortgaged Property is
              located.

             

            9. If
              the
              Mortgage Note or Mortgage or any other material document or instrument
              relating
              to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
              the
              original power of attorney or other instrument that authorized and
              empowered
              such person to sign bearing evidence that such instrument has been
              recorded, if
              so required in the appropriate jurisdiction where the Mortgaged Property
              is
              located (or, in lieu thereof, a duplicate or conformed copy of such
              instrument,
              together with a certificate of receipt from the recording office, certifying
              that such copy represents a true and complete copy of the original
              and that such
              original has been or is currently submitted to be recorded in the appropriate
              governmental recording office of the jurisdiction where the Mortgaged
              Property
              is located), or if the original power of attorney or other such instrument
              has
              been delivered for recording in the appropriate public recording office
              of the
              jurisdiction in which the Mortgaged Property is located.

             

            10. With
              respect to a Co-op Loan: (i) a copy of the Co-op Lease and the assignment
              of
              such Co-op Lease to the originator of the Mortgage Loan, with all intervening
              assignments showing a complete chain of title and an assignment thereof
              by
              Seller; (ii) the stock certificate together with an undated stock power
              relating
              to such stock certificate executed in blank; (iii) the recognition
              agreement in
              substantially the same form as standard a “AZTECH” form; (iv) copies of the
              financial statement filed by the originator as secured party and, if
              applicable,
              a filed UCC-3 Assignment of the subject security interest showing a
              complete
              chain of title, together with an executed UCC-3 Assignment of such
              security
              interest by the Seller in a form sufficient for filing.

             

            11. The
              original of any guarantee executed in connection with the Mortgage
              Note.

             

            Notwithstanding
              anything to the contrary herein, the Seller may provide one certificate
              for all
              of the Mortgage Loans indicating that the documents were delivered
              for
              recording.

             

            



            Exhibit
              A-2

             

            Contents
              of Servicing File

             

            With
              respect to each Mortgage Loan, the Servicing File shall include each
              of the
              following items, which shall be available for inspection by the
              Purchaser:

             

            1. Mortgage
              Loan closing statement (Form HUD-1) and any other truth-in-lending
              or real
              estate settlement procedure forms required by law.

             

            2. Residential
              loan application.

             

            3. Uniform
              underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
              equivalent.

             

            4. Credit
              report on the mortgagor.

             

            5. Business
              credit report, if applicable.

             

            6. Residential
              appraisal report and attachments thereto.

             

            7. Verification
              of employment and income except for Mortgage Loans originated under
              a Limited
              Documentation Program, all in accordance with Seller’s Underwriting
              Standards.

             

            8. Verification
              of acceptable evidence of source and amount of down payment, in accordance
              with
              the Underwriting Standards.

             

            9. Photograph
              of the Mortgaged Property (may be part of appraisal).

             

            10. Survey
              of
              the Mortgaged Property, if any.

             

            11. Sales
              contract, if applicable.

             

            12. If
              available, termite report, structural engineer’s report, water portability and
              septic certification.

             

            13. Any
              original security agreement, chattel mortgage or equivalent executed
              in
              connection with the Mortgage.

             

            14. Any
              ground lease, including all amendments, modifications and supplements
              thereto.

             

            15. Any
              other
              document required to service the Mortgage Loans.

             

            



            Exhibit
              B

             

            Form
              of Custodial Account Letter Agreement

             

            __________________
              , 200_

             

            To:

             

            As
              “Seller” under the Seller’s Purchase, Warranties and Servicing Agreement, dated
              as of March 1, 2006 (the “Agreement”), we hereby authorize and request you to
              establish an account, as a Custodial Account pursuant to Section 4.04
              of the
              Agreement, to be designated as “Wachovia Mortgage Corporation, in trust for the
              Purchaser, owner of various whole loan series - principal and interest”. All
              deposits in the account shall be subject to withdrawal therefrom by
              order signed
              by the Seller. This letter is submitted to you in duplicate. Please
              execute and
              return one original to us.

            
              
                 

              

              
                
                  	 	 	 
	 	
                          WACHOVIA
                            MORTGAGE
                            CORPORATION,

                          as
                            SELLER

                        
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                          

                        
	 	Title: 	
                          
 
	 	 	
                          

                        


                

                
                

                 

              

            

            


            The
              undersigned, as “Depository,” hereby certifies that the above described account
              has been established under Account Number ______________, at the office
              of the
              depository indicated above, and agrees to honor withdrawals on such
              account as
              provided above.

            
              
                
                   

                

                
                  
                    	 	 	 
	 	
                            

                          
	 	By:  	 
	 	Name: 	
                            

                          
	 	Title: 	
                            
 
	 	 	
                            

                          


                  

                  
                  

                   

                

              

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            



            Exhibit
              C

             

            Form
              of Escrow Account Letter Agreement

             

            _____________________,
              200_

             

            To:

             

            As
              “Seller” under the Seller’s Purchase, Warranties and Servicing Agreement, dated
              as of March 1, 2006 (the “Agreement”), we hereby authorize and request you to
              establish an account, as an Escrow Account pursuant to Section 4.06
              of the
              Agreement, to be designated as “Wachovia Mortgage Corporation, in trust for the
              Purchaser, owner of various whole loan series, and various Mortgagors.” All
              deposits in the account shall be subject to withdrawal therefrom by
              order signed
              by the Seller. This letter is submitted to you in duplicate. Please
              execute and
              return one original to us.

            
              
                
                   

                

                
                  
                    	 	 	 
	 	
                            WACHOVIA
                              MORTGAGE
                              CORPORATION,

                            as
                              SELLER

                          
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                            

                          
	 	Title: 	
                            
 
	 	 	
                            

                          


                  

                  
                  

                   

                

              

            

            
              
 

            

            The
              undersigned, as “Depository,” hereby certifies that the above described account
              has been established under Account Number ______________, at the office
              of the
              depository indicated above, and agrees to honor withdrawals on such
              account as
              provided above.

            
              
                
                   

                

                
                  
                    	 	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                            

                          
	 	Title: 	
                            
 
	 	 	
                            

                          


                  

                  
                  

                   

                

              

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Exhibit
              D

             

            Form
              of Assignment, Assumption and Recognition Agreement

             

            This
              Assignment, Assumption and Recognition Agreement (this “Assignment Agreement”),
              dated as of _________, between Nomura Credit & Capital, Inc., a
              [_____________] corporation (the “Assignor”), ______________________, a ________
              corporation (the “Assignee”), and Wachovia Mortgage Corporation, a North
              Carolina corporation (the “Seller”):

             

            For
              good
              and valuable consideration the receipt and sufficiency of which hereby
              are
              acknowledged, and of the premises and mutual covenants herein contained,
              the
              parties hereto hereby agree as follows:

             

            1. The
              Assignor hereby grants, transfers and assigns to Assignee all of the
              right,
              title and interest of Assignor, as Purchaser, in, to and under (a)
              those certain
              mortgage loans listed on Exhibit A attached hereto (the “Mortgage Loans”); and
              (b) the Seller’s Purchase, Warranties and Servicing Agreement dated as of March
              1, 2006, but only to the extent of the Mortgage Loans (the “Purchase
              Agreement”). For purposes of this Assignment Agreement, the term “Purchase
              Agreement” includes any separate Assignment and Conveyance pursuant to which
              Seller and Assignor effectuated the purchase and sale of any Mortgage
              Loan
              following the execution and delivery of the Seller’s Purchase, Warranties and
              Servicing Agreement dated as of March 1, 2006.

             

            The
              Assignor specifically reserves and does not assign to the Assignee
              hereunder any
              and all right, title and interest in, to and under any all obligations
              of the
              Assignor with respect to any mortgage loans subject to the Purchase
              Agreement
              which are not the Mortgage Loans set forth on Exhibit A attached hereto
              and are
              not the subject of this Assignment Agreement.

             

            2. Each
              of
              the Seller and the Assignor represent and warrant to the Assignee that
              (a) the
              copy of the Purchase Agreement, attached hereto as Exhibit B, provided
              to the
              Assignee, is a true, complete and accurate copy of the Purchase Agreement,
              (b)
              the Purchase Agreement is in full force and effect as of the date hereof,
              (c)
              the provisions thereof have not been waived, amended or modified in
              any respect,
              nor have any notices of termination been given thereunder, (d) the
              Purchase
              Agreement contains all of the terms and conditions governing the sale
              of the
              Mortgage Loans by Seller to Assignor and the purchase of the Mortgage
              Loans by
              Assignor from Seller; provided,
              however,
              that
              the date of purchase and sale and the amount of payment for the Mortgage
              Loans
              may be set out in a Purchase Price and Terms Letter, as defined in
              the Purchase
              Agreement, and (e) Seller sold, conveyed and transferred each Mortgage
              Loan to
              Assignor pursuant to the Purchase Agreement.

             

            3. The
              Assignor warrants and represents to, and covenants with, the Assignee
              and the
              Seller that:

             

            (a) As
              of the
              date hereof, the Assignor is not in default under the Purchase
              Agreement;

             

            (b) The
              Assignor is the lawful owner of the Mortgage Loans with the full right
              to
              transfer the Mortgage Loans and any and all of its interests, rights
              and
              obligations under the Purchase Agreement, free from any and all claims
              and
              encumbrances arising out of the Assignor’s ownership thereof, and the Mortgage
              Loans, as well as the Purchase Agreement, upon the transfer thereof
              to the
              Assignee as contemplated herein, shall be free and clear of all such
              liens,
              claims and encumbrances or any lien claim or encumbrance arising out
              of the
              ownership of the Mortgage Loans by any person at any time after Assignor
              first
              acquired any Mortgage Loan from the Seller;

             

            (c) The
              Assignor has not received notice of, and has no knowledge of, any offsets,
              counterclaims or other defenses available to the Seller with respect
              to the
              Purchase Agreement or the Mortgage Loans;

             

            (d) The
              Assignor has not waived or agreed to any waiver under, or agreed to
              any
              amendment or other modification of, the Purchase Agreement or the Mortgage
              Loans. The Assignor has no knowledge of, and has not received notice
              of, any
              waivers under or amendments or other modifications of, or assignments
              of rights
              or obligations under or defaults under, the Purchase Agreement, or
              the Mortgage
              Loans;

             

            (e) The
              Assignor is a corporation duly organized, validly existing and in good
              standing
              under the laws of the jurisdiction of its incorporation, and has all
              requisite
              corporate power and authority to sell, transfer and assign the Mortgage
              Loans;

             

            (f) The
              Assignor has full corporate power and authority to execute, deliver
              and perform
              under this Assignment Agreement, and to consummate the transactions
              set forth
              herein. The consummation of the transactions contemplated by this Assignment
              Agreement is in the ordinary course of the Assignor’s business and will not
              conflict with, or result in a breach of, any of the terms, conditions
              or
              provisions of the Assignor’s charter or by-laws, or any legal restriction, or
              any material agreement or instrument to which the Assignor is now a
              party or by
              which it is bound, or result in the violation of any law, rule, regulation,
              order, judgment or decree to which the Assignor or its property is
              subject. The
              execution, delivery and performance by the Assignor of this Assignment
              Agreement, and the consummation by it of the transactions contemplated
              hereby,
              have been duly authorized by all necessary corporate action of the
              Assignor.
              This Assignment Agreement has been duly executed and delivered by the
              Assignor
              and constitutes the valid and legally binding obligation of the Assignor
              enforceable against the Assignor in accordance with its respective
              terms except
              as enforceability thereof may be limited by bankruptcy, insolvency,
              or
              reorganization or other similar laws now or hereinafter in effect relating
              to
              creditor’s rights generally and by general principles of equity, regardless
              of
              whether such enforceability is considered in a proceeding in equity
              or in
              law;

             

            (g) No
              material consent, approval, order or authorization of, or declaration,
              filing or
              registration with, any governmental entity is required to be obtained
              or made by
              the Assignor in connection with the execution, delivery or performance
              by the
              Assignor of this Assignment Agreement, or the consummation by it of
              the
              transactions contemplated hereby; and

             

            (h) The
              Assignor has paid the purchase price for the Mortgage Loans and has
              satisfied
              any conditions to closing required of it under the terms of the Purchase
              Agreement.

             

            4. The
              Assignee warrants and represents to, and covenants with, the Assignor
              and the
              Seller that:

             

            (a) The
              Assignee is a corporation duly organized, validly existing and in good
              standing
              under the laws of the jurisdiction of its incorporation, and has all
              requisite
              corporate power and authority to acquire, own and purchase the Mortgage
              Loans;

             

            (b) The
              Assignee has full corporate power and authority to execute, deliver
              and perform
              under this Assignment Agreement, and to consummate the transactions
              set forth
              herein. The consummation of the transactions contemplated by this Assignment
              Agreement is in the ordinary course of the Assignee’s business and will not
              conflict with, or result in a breach of, any of the terms, conditions
              or
              provisions of the Assignee’s charter or by-laws, or any legal restriction, or
              any material agreement or instrument to which the Assignee is now a
              party or by
              which it is bound, or result in the violation of any law, rule, regulation,
              order, judgment or decree to which the Assignee or its property is
              subject. The
              execution, delivery and performance by the Assignee of this Assignment
              Agreement, and the consummation by it of the transactions contemplated
              hereby,
              have been duly authorized by all necessary corporate action of the
              Assignee.
              This Assignment Agreement has been duly executed and delivered by the
              Assignee
              and constitutes the valid and legally binding obligation of the Assignee
              enforceable against the Assignee in accordance with its respective
              terms except
              as enforceability thereof may be limited by bankruptcy, insolvency,
              or
              reorganization or other similar laws now or hereinafter in effect relating
              to
              creditor’s rights generally and by general principles of equity, regardless
              of
              whether such enforceability is considered in a proceeding in equity
              or in
              law;

             

            (c) No
              material consent, approval, order or authorization of, or declaration,
              filing or
              registration with, any governmental entity is required to be obtained
              or made by
              the Assignee in connection with the execution, delivery or performance
              by the
              Assignee of this Assignment Agreement, or the consummation by it of
              the
              transactions contemplated hereby; and

             

            (d) The
              Assignee agrees to be bound, as Purchaser, by all of the terms, covenants
              and
              conditions of the Purchase Agreement and the Mortgage Loans, and from
              and after
              the date hereof, the Assignee assumes for the benefit of each of the
              Seller and
              the Assignor all of the Assignor’s obligations as Purchaser thereunder, with
              respect to the Mortgage Loans.

             

            5. The
              Seller warrants and represents to, and covenants with, the Assignor
              and the
              Assignee that:

             

            (a) The
              Seller is not a natural person or a general partnership and is duly
              organized,
              validly existing and in good standing under the laws of the jurisdiction
              of its
              formation, and has all requisite power and authority to service the
              Mortgage
              Loans;

             

            (b) The
              Seller has full power and authority to execute, deliver and perform
              under this
              Assignment Agreement, and to consummate the transactions set forth
              herein. The
              consummation of the transactions contemplated by this Assignment Agreement
              is in
              the ordinary course of the Seller’s business and will not conflict with, or
              result in a breach of, any of the terms, conditions or provisions of
              the
              Seller’s charter or by-laws, or any legal restriction, or any material agreement
              or instrument to which the Seller is now a party or by which it is
              bound, or
              result in the violation of any law, rule, regulation, order, judgment
              or decree
              to which the Seller or its property is subject. The execution, delivery
              and
              performance by the Seller of this Assignment Agreement, and the consummation
              by
              it of the transactions contemplated hereby, have been duly authorized
              by all
              necessary corporate action of the Seller. This Assignment Agreement
              has been
              duly executed and delivered by the Seller and constitutes the valid
              and legally
              binding obligation of the Seller enforceable against the Seller in
              accordance
              with its respective terms except as enforceability thereof may be limited
              by
              bankruptcy, insolvency, or reorganization or other similar laws now
              or
              hereinafter in effect relating to creditors’ rights generally and by general
              principles of equity, regardless of whether such enforceability is
              considered in
              a proceeding in equity or in law;

             

            (d) No
              material consent, approval, order or authorization of, or declaration,
              filing or
              registration with, any governmental entity is required to be obtained
              or made by
              the Seller in connection with the execution, delivery or performance
              by the
              Seller of this Assignment Agreement, or the consummation by it of the
              transactions contemplated hereby;

             

            (e) As
              of the
              date hereof, the Seller is not in default under the Purchase Agreement;
              and

             

            (f) No
              event
              has occurred or has failed to occur, during the period commencing on
              date on
              which Assignor acquired the Mortgage Loans and ending on the date hereof,
              inclusive, which would make the representations and warranties set
              forth in
              Section 3.01 of the Purchase Agreement untrue if such representations
              and
              warranties were made with respect to the Mortgage Loans effective as
              of the date
              hereof.

             

            6. From
              and
              after the date hereof, the Seller shall recognize the Assignee as the
              owner of
              the Mortgage Loans, and shall look solely to the Assignee for performance
              from
              and after the date hereof of the Assignor’s obligations with respect to the
              Mortgage Loans.

             

            7. Notice
              Addresses.

             

            (a) The
              Assignee’s address for purposes of all notices and correspondence related to
              the
              Mortgage Loans and this Assignment Agreement is:

             

            ________________

            ________________

            ________________

            Attention:
              ________________

             

            (b) The
              Assignor’s address for purposes for all notices and correspondence related to
              the Mortgage Loans and this Assignment Agreement is:

             

            Nomura
              Credit & Capital, Inc. 

            [_____________________________]

            [_____________________________]

            [_____________________________]

            Attention:
              _______________

             

            (c) The
              Seller’s address for purposes of all notices and correspondence related to
              the
              Mortgage Loans and this Assignment Agreement is:

             

            Wachovia
              Mortgage Corporation

            1100
              Corporate Center Drive

            Raleigh,
              North Carolina 27607

            Attention:
              Tom Fowler

             

            8. This
              Assignment Agreement shall be construed in accordance with the substantive
              laws
              of the State of New York (without regard to conflict of laws principles)
              and the
              obligations, rights and remedies of the parties hereunder shall be
              determined in
              accordance with such laws, except to the extent preempted by federal
              law.

             

            9. This
              Assignment Agreement shall inure to the benefit of the successors and
              assigns of
              the parties hereto. Any entity into which the Seller, the Assignor
              or the
              Assignee may be merged or consolidated shall, without the requirement
              for any
              further writing, be deemed the Seller, the Assignor or the Assignee,
              respectively, hereunder.

             

            10. No
              term
              or provision of this Assignment Agreement may be waived or modified
              unless such
              waiver or modification is in writing and signed by the party against
              whom such
              waiver or modification is sought to be enforced.

             

            11. This
              Assignment Agreement shall survive the conveyance of the Mortgage Loans
              and the
              assignment of the Purchase Agreement by the Assignor.

             

            12. Notwithstanding
              the assignment of the Purchase Agreement by either the Assignor or
              Assignee,
              this Assignment Agreement shall not be deemed assigned by the Seller
              or the
              Assignor unless assigned by separate written instrument.

             

            13. For
              the
              purpose for facilitating the execution of this Assignment Agreement
              as herein
              provided and for other purposes, this Assignment Agreement may be executed
              simultaneously in any number of counterparts, each of which counterparts
              shall
              be deemed to be an original, and such counterparts shall constitute
              and be one
              and the same instrument.

             

            


            [signatures
              on following page]

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            IN
              WITNESS WHEREOF, the parties have caused this Assignment Agreement
              to be
              executed by their duly authorized officers as of the date first above
              written.

            
              
                
                   

                

                
                  
                    	 	 	 
	 	
                            
                              Nomura
                                Credit & Capital, Inc.

                              Assignor

                            

                          
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                            

                          
	 	Title: 	
                            
 
	 	 	
                            

                          
	 	 	 
	 	 	 
	 	 	
                            [_______________________________________________________]

                            Assignee

                          


                  

                   

                

              

            

            
              
                
                  
                    	 	 	 
	 	By:  	 
	 	Name: 	
                            

                          
	 	Title: 	
                            
 
	 	 	
                            

                          


                  

                  
                  

                   

                  
                    
                      
                        
                          	 	 	 
	 	
                                  
                                    Wachovia
                                      Mortgage Corporation

                                    Seller

                                  

                                
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                                  

                                
	 	Title: 	
                                  
 
	 	 	
                                  

                                


                        

                        
                        

                         

                      

                    

                  

                

              

            


            Exhibit
              E

             

            Form
              of Assignment and Conveyance

             

            On
              this
              ____ day of ________, 200_, Wachovia Mortgage Corporation (“Wachovia”) as the
              Seller under that certain Seller’s Purchase, Warranties and Servicing Agreement,
              dated as of March 1, 2006 (the “Agreement”), by and between Wachovia and Nomura
              Credit & Capital, Inc. (the “Purchaser”) does hereby sell, transfer, assign,
              set over and convey to the Purchaser under the Agreement, without recourse,
              but
              subject to the terms of the Agreement, all rights, title and interest
              of
              Wachovia (excluding the right to service the Mortgage Loans) in and
              to the
              Mortgage Loans listed on the Mortgage Loan Schedule attached hereto
              as
Exhibit
              A,
              together with the Mortgage Files and all rights and obligations arising
              under
              the documents contained therein. Pursuant to Section 2.07 of the Agreement,
              Wachovia has delivered to the Purchaser the documents for each Mortgage
              Loan to
              be purchased as set forth therein. The contents of each Servicing File
              required
              to be retained by Wachovia to service the Mortgage Loans pursuant to
              the
              Agreement and thus not delivered to the Purchaser are and shall be
              held in trust
              by Wachovia, for the benefit of the Purchaser as the owner thereof.
              Wachovia’s
              possession of any portion of the Servicing File is at the will of the
              Purchaser
              for the sole purpose of facilitating servicing of the related Mortgage
              Loan
              pursuant to the Agreement, and such retention and possession by Wachovia
              shall
              be in a custodial capacity only. The ownership of each Mortgage Note,
              Mortgage,
              and the contents of the Mortgage File and Servicing File is vested
              in the
              Purchaser and the ownership of all records and documents with respect
              to the
              related Mortgage Loan prepared by or which come into the possession
              of Wachovia
              shall immediately vest in the Purchaser and shall be retained and maintained,
              in
              trust, by Wachovia at the will of the Purchaser in such custodial capacity
              only.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Capitalized
              terms used herein and not otherwise defined shall have the meanings
              set forth in
              the Agreement.

            
               

              
                
                  
                    
                      	 	 	 
	 	
                              
                                WACHOVIA
                                  MORTGAGE CORPORATION

                              

                            
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
                              

                            
	 	Title: 	
                              
 
	 	 	
                              

                            


                    

                    
                    

                     

                  

                

              

            

            
               

            

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Exhibit
              F

             

            Request
              for Release of Documents and Receipt

             

            RE: Mortgage
              Loan #___________________________________

            BORROWER: __________________________________________________

            PROPERTY:
               __________________________________________________

             

            Pursuant
              to a Seller’s Purchase, Warranties and Servicing Agreement (the “Agreement”)
              between the Seller and the Purchaser, the undersigned hereby certifies
              that he
              or she is an officer of the Seller requesting release of the documents
              for the
              reason specified below. The undersigned further certifies that:

             

            (Check
              one of the items below)

            


            
              	
                      _____

                    	
                      On
                        _________________, the above captioned mortgage loan was
                        paid in full or
                        the Seller has been notified that payment in full has been
                        or will be
                        escrowed. The Seller hereby certifies that all amounts with
                        respect to
                        this loan which are required under the Agreement have been
                        or will be
                        deposited in the Custodial Account as required.

                    
	 	 
	
                      _____

                    	
                      The
                        above captioned loan is being repurchased pursuant to the
                        terms of the
                        Agreement. The Seller hereby certifies that the repurchase
                        price has been
                        credited to the Custodial Account as required under the
                        Agreement.

                    
	 	 
	
                      _____

                    	
                      The
                        above captioned loan is being placed in foreclosure and the
                        original
                        documents are required to proceed with the foreclosure action.
                        The Seller
                        hereby certifies that the documents will be returned to the
                        Purchaser in
                        the event of reinstatement.

                    
	 	 
	
                      _____

                    	
                      Other
                        (explain)

                    
	 	
                      _______________________________________________________

                      _______________________________________________________

                    


            

            


            All
              capitalized terms used herein and not defined shall have the meanings
              assigned
              to them in the Agreement.

             


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            


            Based
              on
              this certification and the indemnities provided for in the Agreement,
              please
              release to the Seller all original mortgage documents in your possession
              relating to this loan.

             

            Dated:_________________  By:________________________________

            Signature

            ___________________________________

            Title

            Send
              documents to:           
_____________________________________________

            _____________________________________________

            _____________________________________________

             

            Acknowledgment:

             

            Purchaser
              hereby acknowledges that all original documents previously released
              on the above
              captioned mortgage loan have been returned and received by the
              Purchaser.

             

            Dated:________________              
               By:________________________________

            Signature

             

            Title:____________________________

            


             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          



          ATTACHMENT
            3

           

          STANDARD
            FILE LAYOUT- SCHEDULED/SCHEDULED

           

          Exhibit
            1:
            Standard
            File Layout - Master Servicing

           

          
            	
                    Column
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  	
                    Max
                      Size

                  
	
                    SER_INVESTOR_NBR

                  	
                    A
                      value assigned by the Servicer to define a group of loans.

                  	
                     

                  	
                    Text
                      up to 10 digits

                  	
                    20

                  
	
                    LOAN_NBR

                  	
                    A
                      unique identifier assigned to each loan by the investor.

                  	
                     

                  	
                    Text
                      up to 10 digits

                  	
                    10

                  
	
                    SERVICER_LOAN_NBR

                  	
                    A
                      unique number assigned to a loan by the Servicer. This may
                      be different
                      than the LOAN_NBR.

                  	
                     

                  	
                    Text
                      up to 10 digits

                  	
                    10

                  
	
                    BORROWER_NAME

                  	
                    The
                      borrower name as received in the file. It is not separated
                      by first and
                      last name.

                  	
                     

                  	
                    Maximum
                      length of 30 (Last, First)

                  	
                    30

                  
	
                    SCHED_PAY_AMT

                  	
                    Scheduled
                      monthly principal and scheduled interest payment that a borrower
                      is
                      expected to pay, P&I constant.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    NOTE_INT_RATE

                  	
                    The
                      loan interest rate as reported by the Servicer.

                  	
                    4

                  	
                    Max
                      length of 6

                  	
                    6

                  
	
                    NET_INT_RATE

                  	
                    The
                      loan gross interest rate less the service fee rate as reported
                      by the
                      Servicer.

                  	
                    4

                  	
                    Max
                      length of 6

                  	
                    6

                  
	
                    SERV_FEE_RATE

                  	
                    The
                      servicer's fee rate for a loan as reported by the Servicer.
                      

                  	
                    4

                  	
                    Max
                      length of 6

                  	
                    6

                  
	
                    SERV_FEE_AMT

                  	
                    The
                      servicer's fee amount for a loan as reported by the Servicer.
                      

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    NEW_PAY_AMT

                  	
                    The
                      new loan payment amount as reported by the Servicer. 

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    NEW_LOAN_RATE

                  	
                    The
                      new loan rate as reported by the Servicer. 

                  	
                    4

                  	
                    Max
                      length of 6

                  	
                    6

                  
	
                    ARM_INDEX_RATE

                  	
                    The
                      index the Servicer is using to calculate a forecasted
                      rate.

                  	
                    4

                  	
                    Max
                      length of 6

                  	
                    6

                  
	
                    ACTL_BEG_PRIN_BAL

                  	
                    The
                      borrower's actual principal balance at the beginning of the
                      processing
                      cycle.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    ACTL_END_PRIN_BAL

                  	
                    The
                      borrower's actual principal balance at the end of the processing
                      cycle.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    BORR_NEXT_PAY_DUE_DATE

                  	
                    The
                      date at the end of processing cycle that the borrower's next
                      payment is
                      due to the Servicer, as reported by Servicer.

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                    SERV_CURT_AMT_1

                  	
                    The
                      first curtailment amount to be applied.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SERV_CURT_DATE_1

                  	
                    The
                      curtailment date associated with the first curtailment amount.
                      

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                    CURT_ADJ_
                      AMT_1

                  	
                    The
                      curtailment interest on the first curtailment amount, if
                      applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SERV_CURT_AMT_2

                  	
                    The
                      second curtailment amount to be applied.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SERV_CURT_DATE_2

                  	
                    The
                      curtailment date associated with the second curtailment
                      amount.

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                    CURT_ADJ_
                      AMT_2

                  	
                    The
                      curtailment interest on the second curtailment amount, if
                      applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SERV_CURT_AMT_3

                  	
                    The
                      third curtailment amount to be applied.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SERV_CURT_DATE_3

                  	
                    The
                      curtailment date associated with the third curtailment
                      amount.

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                    CURT_ADJ_AMT_3

                  	
                    The
                      curtailment interest on the third curtailment amount, if
                      applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    PIF_AMT

                  	
                    The
                      loan "paid in full" amount as reported by the Servicer.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    PIF_DATE

                  	
                    The
                      paid in full date as reported by the Servicer.

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                     

                  	
                     

                  	
                     

                  	
                    Action
                      Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                      65=Repurchase,70=REO 

                  	
                    2

                  
	
                    ACTION_CODE

                  	
                    The
                      standard FNMA numeric code used to indicate the default/delinquent
                      status
                      of a particular loan.

                  
	
                    INT_ADJ_AMT

                  	
                    The
                      amount of the interest adjustment as reported by the
                      Servicer.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SOLDIER_SAILOR_ADJ_AMT

                  	
                    The
                      Soldier and Sailor Adjustment amount, if applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    NON_ADV_LOAN_AMT

                  	
                    The
                      Non Recoverable Loan Amount, if applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    LOAN_LOSS_AMT

                  	
                    The
                      amount the Servicer is passing as a loss, if applicable.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SCHED_BEG_PRIN_BAL

                  	
                    The
                      scheduled outstanding principal amount due at the beginning
                      of the cycle
                      date to be passed through to investors.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SCHED_END_PRIN_BAL

                  	
                    The
                      scheduled principal balance due to investors at the end of
                      a processing
                      cycle.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SCHED_PRIN_AMT

                  	
                    The
                      scheduled principal amount as reported by the Servicer for
                      the current
                      cycle -- only applicable for Scheduled/Scheduled Loans.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    SCHED_NET_INT

                  	
                    The
                      scheduled gross interest amount less the service fee amount
                      for the
                      current cycle as reported by the Servicer -- only applicable
                      for
                      Scheduled/Scheduled Loans.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    ACTL_PRIN_AMT

                  	
                    The
                      actual principal amount collected by the Servicer for the current
                      reporting cycle -- only applicable for Actual/Actual
                      Loans.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    ACTL_NET_INT

                  	
                    The
                      actual gross interest amount less the service fee amount for
                      the current
                      reporting cycle as reported by the Servicer -- only applicable
                      for
                      Actual/Actual Loans.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    PREPAY_PENALTY_
                      AMT

                  	
                    The
                      penalty amount received when a borrower prepays on his loan
                      as reported by
                      the Servicer. 

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                    PREPAY_PENALTY_
                      WAIVED

                  	
                    The
                      prepayment penalty amount for the loan waived by the
                      servicer.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  
	
                     

                  	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	
                    MOD_DATE

                  	
                    The
                      Effective Payment Date of the Modification for the loan.

                  	
                     

                  	
                    MM/DD/YYYY

                  	
                    10

                  
	
                    MOD_TYPE

                  	
                    The
                      Modification Type.

                  	
                     

                  	
                    Varchar
                      - value can be alpha or numeric

                  	
                    30

                  
	
                    DELINQ_P&I_ADVANCE_AMT

                  	
                    The
                      current outstanding principal and interest advances made by
                      Servicer.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  	
                    11

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          Exhibit
            : Standard
            File Layout - Delinquency Reporting

          


            *The
            column/header names in bold
            are
            the minimum fields Wells Fargo must receive from every
            Servicer

          
            	
                    Column/Header
                      Name

                  	
                    Description

                  	
                    Decimal

                  	
                    Format
                      Comment

                  
	
                    SERVICER_LOAN_NBR

                  	
                    A
                      unique number assigned to a loan by the Servicer. This may
                      be different
                      than the LOAN_NBR

                  	 	
                     

                  
	
                    LOAN_NBR

                  	
                    A
                      unique identifier assigned to each loan by the originator.

                  	 	
                     

                  
	
                    CLIENT_NBR

                  	
                    Servicer
                      Client Number

                  	 	 
	
                    SERV_INVESTOR_NBR

                  	
                    Contains
                      a unique number as assigned by an external servicer to identify
                      a group of
                      loans in their system.

                  	 	
                     

                  
	
                    BORROWER_FIRST_NAME

                  	
                    First
                      Name of the Borrower.

                  	 	 
	
                    BORROWER_LAST_NAME

                  	
                    Last
                      name of the borrower.

                  	 	 
	
                    PROP_ADDRESS

                  	
                    Street
                      Name and Number of Property

                  	 	
                     

                  
	
                    PROP_STATE

                  	
                    The
                      state where the property located.

                  	 	
                     

                  
	
                    PROP_ZIP

                  	
                    Zip
                      code where the property is located.

                  	 	
                     

                  
	
                    BORR_NEXT_PAY_DUE_DATE

                  	
                    The
                      date that the borrower's next payment is due to the servicer
                      at the end of
                      processing cycle, as reported by Servicer.

                  	 	
                    MM/DD/YYYY

                  
	
                    LOAN_TYPE

                  	
                    Loan
                      Type (i.e. FHA, VA, Conv)

                  	 	
                     

                  
	
                    BANKRUPTCY_FILED_DATE

                  	
                    The
                      date a particular bankruptcy claim was filed.

                  	 	
                    MM/DD/YYYY

                  
	
                    BANKRUPTCY_CHAPTER_CODE

                  	
                    The
                      chapter under which the bankruptcy was filed.

                  	 	
                     

                  
	
                    BANKRUPTCY_CASE_NBR

                  	
                    The
                      case number assigned by the court to the bankruptcy
                      filing.

                  	 	
                     

                  
	
                    POST_PETITION_DUE_DATE

                  	
                    The
                      payment due date once the bankruptcy has been approved by the
                      courts

                  	 	
                    MM/DD/YYYY

                  
	
                    BANKRUPTCY_DCHRG_DISM_DATE

                  	
                    The
                      Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                      Discharged
                      and/or a Motion For Relief Was Granted. 

                  	 	
                    MM/DD/YYYY

                  
	
                    LOSS_MIT_APPR_DATE

                  	
                    The
                      Date The Loss Mitigation Was Approved By The Servicer

                  	 	
                    MM/DD/YYYY

                  
	
                    LOSS_MIT_TYPE

                  	
                    The
                      Type Of Loss Mitigation Approved For A Loan Such As;

                  	 	 
	
                    LOSS_MIT_EST_COMP_DATE

                  	
                    The
                      Date The Loss Mitigation /Plan Is Scheduled To End/Close

                  	 	
                    MM/DD/YYYY

                  
	
                    LOSS_MIT_ACT_COMP_DATE

                  	
                    The
                      Date The Loss Mitigation Is Actually Completed

                  	 	
                    MM/DD/YYYY

                  
	
                    FRCLSR_APPROVED_DATE

                  	
                    The
                      date DA Admin sends a letter to the servicer with instructions
                      to begin
                      foreclosure proceedings.

                  	 	
                    MM/DD/YYYY

                  
	
                    ATTORNEY_REFERRAL_DATE

                  	
                    Date
                      File Was Referred To Attorney to Pursue Foreclosure

                  	 	
                    MM/DD/YYYY

                  
	
                    FIRST_LEGAL_DATE

                  	
                    Notice
                      of 1st legal filed by an Attorney in a Foreclosure Action

                  	 	
                    MM/DD/YYYY

                  
	
                    FRCLSR_SALE_EXPECTED_DATE

                  	
                    The
                      date by which a foreclosure sale is expected to occur.

                  	 	
                    MM/DD/YYYY

                  
	
                    FRCLSR_SALE_DATE

                  	
                    The
                      actual date of the foreclosure sale.

                  	 	
                    MM/DD/YYYY

                  
	
                    FRCLSR_SALE_AMT

                  	
                    The
                      amount a property sold for at the foreclosure sale.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    EVICTION_START_DATE

                  	
                    The
                      date the servicer initiates eviction of the borrower.

                  	 	
                    MM/DD/YYYY

                  
	
                    EVICTION_COMPLETED_DATE

                  	
                    The
                      date the court revokes legal possession of the property from
                      the
                      borrower.

                  	 	
                    MM/DD/YYYY

                  
	
                    LIST_PRICE

                  	
                    The
                      price at which an REO property is marketed.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    LIST_DATE

                  	
                    The
                      date an REO property is listed at a particular price.

                  	 	
                    MM/DD/YYYY

                  
	
                    OFFER_AMT

                  	
                    The
                      dollar value of an offer for an REO property.

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    OFFER_DATE_TIME

                  	
                    The
                      date an offer is received by DA Admin or by the Servicer.

                  	 	
                    MM/DD/YYYY

                  
	
                    REO_CLOSING_DATE

                  	
                    The
                      date the REO sale of the property is scheduled to close.

                  	 	
                    MM/DD/YYYY

                  
	
                    REO_ACTUAL_CLOSING_DATE

                  	
                    Actual
                      Date Of REO Sale

                  	 	
                    MM/DD/YYYY

                  
	
                    OCCUPANT_CODE

                  	
                    Classification
                      of how the property is occupied.

                  	 	
                     

                  
	
                    PROP_CONDITION_CODE

                  	
                    A
                      code that indicates the condition of the property.

                  	 	
                     

                  
	
                    PROP_INSPECTION_DATE

                  	
                    The
                      date a property inspection is performed.

                  	 	
                    MM/DD/YYYY

                  
	
                    APPRAISAL_DATE

                  	
                    The
                      date the appraisal was done.

                  	 	
                    MM/DD/YYYY

                  
	
                    CURR_PROP_VAL

                  	
                     The
                      current "as is" value of the property based on brokers price
                      opinion or
                      appraisal.

                  	
                    2

                  	
                     

                  
	
                    REPAIRED_PROP_VAL

                  	
                    The
                      amount the property would be worth if repairs are completed
                      pursuant to a
                      broker's price opinion or appraisal.

                  	
                    2

                  	
                     

                  
	
                    If
                      applicable:

                  	
                     

                  	 	
                     

                  
	
                    DELINQ_STATUS_CODE

                  	
                    FNMA
                      Code Describing Status of Loan

                  	 	 
	
                    DELINQ_REASON_CODE

                  	
                    The
                      circumstances which caused a borrower to stop paying on a loan.
                      Code
                      indicates the reason why the loan is in default for this
                      cycle.

                  	 	 
	
                    MI_CLAIM_FILED_DATE

                  	
                    Date
                      Mortgage Insurance Claim Was Filed With Mortgage Insurance
                      Company.

                  	 	
                    MM/DD/YYYY

                  
	
                    MI_CLAIM_AMT

                  	
                    Amount
                      of Mortgage Insurance Claim Filed

                  	 	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    MI_CLAIM_PAID_DATE

                  	
                    Date
                      Mortgage Insurance Company Disbursed Claim Payment

                  	 	
                    MM/DD/YYYY

                  
	
                    MI_CLAIM_AMT_PAID

                  	
                    Amount
                      Mortgage Insurance Company Paid On Claim

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_FILED_DATE

                  	
                    Date
                      Claim Was Filed With Pool Insurance Company

                  	 	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT

                  	
                    Amount
                      of Claim Filed With Pool Insurance Company

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_PAID_DATE

                  	
                    Date
                      Claim Was Settled and The Check Was Issued By The Pool
                      Insurer

                  	 	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT_PAID

                  	
                    Amount
                      Paid On Claim By Pool Insurance Company

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FHA_PART_A_CLAIM_FILED_DATE

                  	
                     Date
                      FHA Part A Claim Was Filed With HUD

                  	 	
                    MM/DD/YYYY

                  
	
                    FHA_PART_A_CLAIM_AMT

                  	
                     Amount
                      of FHA Part A Claim Filed

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FHA_PART_A_CLAIM_PAID_DATE

                  	
                     Date
                      HUD Disbursed Part A Claim Payment

                  	 	
                    MM/DD/YYYY

                  
	
                    FHA_PART_A_CLAIM_PAID_AMT

                  	
                     Amount
                      HUD Paid on Part A Claim

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FHA_PART_B_CLAIM_FILED_DATE

                  	
                      Date
                      FHA Part B Claim Was Filed With HUD

                  	 	
                    MM/DD/YYYY

                  
	
                    FHA_PART_B_CLAIM_AMT

                  	
                      Amount
                      of FHA Part B Claim Filed

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FHA_PART_B_CLAIM_PAID_DATE

                  	
                       Date
                      HUD Disbursed Part B Claim Payment

                  	 	
                    MM/DD/YYYY

                  
	
                    FHA_PART_B_CLAIM_PAID_AMT

                  	
                     Amount
                      HUD Paid on Part B Claim

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    VA_CLAIM_FILED_DATE

                  	
                     Date
                      VA Claim Was Filed With the Veterans Admin

                  	 	
                    MM/DD/YYYY

                  
	
                    VA_CLAIM_PAID_DATE

                  	
                     Date
                      Veterans Admin. Disbursed VA Claim Payment

                  	 	
                    MM/DD/YYYY

                  
	
                    VA_CLAIM_PAID_AMT

                  	
                     Amount
                      Veterans Admin. Paid on VA Claim

                  	
                    2

                  	
                    No
                      commas(,) or dollar signs ($)

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          
            	
                    MOTION_FOR_RELIEF_DATE

                  	
                    The
                      date the Motion for Relief was filed

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    FRCLSR_BID_AMT

                  	
                    The
                      foreclosure sale bid amount

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FRCLSR_SALE_TYPE

                  	
                    The
                      foreclosure sales results: REO, Third Party, Conveyance to
                      HUD/VA

                  	
                     

                  	
                     

                  
	
                    REO_PROCEEDS

                  	
                    The
                      net proceeds from the sale of the REO property. 

                  	
                     

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    BPO_DATE

                  	
                    The
                      date the BPO was done.

                  	
                     

                  	
                     

                  
	
                    CURRENT_BPO_VAL

                  	
                    The
                      current "as is" value of the property based on a brokers price
                      opinion.

                  	
                     

                  	
                     

                  
	
                    REPAIRED_BPO_PROP_VAL

                  	
                    The
                      amount the property would be worth if repairs are completed
                      pursuant to a
                      broker's price opinion.

                  	
                     

                  	
                     

                  
	
                    CURR_APP_VAL

                  	
                     The
                      current "as is" value of the property based on an
                      appraisal.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    CURRENT_FICO

                  	
                    The
                      current FICO score

                  	
                     

                  	
                     

                  
	
                    HAZARD_CLAIM_FILED_DATE

                  	
                    The
                      date the Hazard Claim was filed with the Hazard Insurance
                      Company.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    HAZARD_CLAIM_AMT

                  	
                    The
                      amount of the Hazard Insurance Claim filed.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    HAZARD_CLAIM_PAID_DATE

                  	
                    The
                      date the Hazard Insurance Company disbursed the claim
                      payment.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    HAZARD_CLAIM_PAID_AMT

                  	
                    The
                      amount the Hazard Insurance Company paid on the claim.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_FILED_DATE

                  	
                    The
                      date the claim was filed with the Pool Insurance Company.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT

                  	
                    The
                      amount of the claim filed with the Pool Insurance Company.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    POOL_CLAIM_PAID_DATE

                  	
                    The
                      date the claim was settled and the check was issued by the
                      Pool
                      Insurer.

                  	
                    10

                  	
                    MM/DD/YYYY

                  
	
                    POOL_CLAIM_AMT_PAID

                  	
                    The
                      amount paid on the claim by the Pool Insurance Company.

                  	
                    11

                  	
                    No
                      commas(,) or dollar signs ($)

                  
	
                    FORECLOSURE_FLAG

                  	
                    Y
                      or N

                  	
                     

                  	
                    Text

                  
	
                    BANKRUPTCY_FLAG

                  	
                    Y
                      or N

                  	
                     

                  	
                    Text

                  
	
                    NOD_DATE

                  	
                     

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    MI_CLAIM_DATE

                  	
                    Date
                      Mortgage Insurance is filed

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    NOI_DATE

                  	
                     

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    ACTUAL_PAYMENT_PLAN_START_DATE

                  	
                     

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    ACTUAL_PAYMENT_
                      PLAN_END_DATE

                  	
                     

                  	
                     

                  	
                     

                  
	
                    LIST_DATE

                  	
                     

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    VACANCY/OCCUPANCY_STATUS

                  	
                    The
                      Occupancy status of the defaulted loan's collateral

                  	
                     

                  	
                    Text

                  
	
                    ACTUAL_REO_START_DATE

                  	
                     

                  	
                     

                  	
                    MM/DD/YYYY

                  
	
                    SALES_PRICE

                  	
                     

                  	
                     

                  	
                    Number

                  
	
                    UPB_LIQUIDATION

                  	
                    Outstanding
                      Principal Balance of the loan upon Liquidation

                  	
                     

                  	
                    Number

                  
	
                    REALIZED_LOSS/GAIN

                  	
                    As
                      defined in the Servicing Agreement

                  	
                     

                  	
                    Number

                  
	
                    LIQUIDATION_PROCEEDS

                  	
                     

                  	
                     

                  	
                    Number

                  
	
                    PREPAYMENT_CHARGES_COLLECTED

                  	
                    The
                      amount of Prepayment Charges received

                  	
                     

                  	
                    Number

                  
	
                    PREPAYMENT_CALCULATION

                  	
                    The
                      formula behind the prepayment charge

                  	
                     

                  	
                    Text

                  
	
                    PAYOFF_DATE

                  	
                    The
                      date on which the loan was paid off

                  	
                     

                  	
                    MM/DD/YYYY

                  


          

           

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          Exhibit
            2: Standard
            File Codes - Delinquency Reporting

           

           

          The
            Loss
            Mit Type
            field
            should show the approved Loss Mitigation Code as follows: 

          
            	
                    ·  ASUM-

                  	
                    Approved
                      Assumption

                  
	
                    ·  BAP-

                  	
                    Borrower
                      Assistance Program

                  
	
                    ·  CO-

                  	
                    Charge
                      Off

                  
	
                    ·  DIL-

                  	
                    Deed-in-Lieu

                  
	
                    ·  FFA-

                  	
                    Formal
                      Forbearance Agreement

                  
	
                    ·  MOD-

                  	
                    Loan
                      Modification

                  
	
                    ·  PRE-

                  	
                    Pre-Sale

                  
	
                    ·  SS-

                  	
                    Short
                      Sale

                  
	
                    ·  MISC-

                  	
                    Anything
                      else approved by the PMI or Pool
                      Insurer

                  


          

           

           

          NOTE:
            Wells Fargo Bank will accept alternative Loss Mitigation Types to those
            above,
            provided that they are consistent with industry standards. If Loss Mitigation
            Types other than those above are used, the Servicer must supply Wells
            Fargo Bank
            with a description of each of the Loss Mitigation Types prior to sending
            the
            file.

           

           

          The
            Occupant
            Code
            field should show the current status of the property code as
            follows:

          
            	
                    ·  Mortgagor

                  
	
                    ·  Tenant

                  
	
                    ·  Unknown
                      

                  
	
                    ·  Vacant

                  


          

          


           

          The
            Property
            Condition
            field should show the last reported condition of the property as follows:
            

          
            	
                    ·  Damaged

                  
	
                    ·  Excellent

                  
	
                    ·  Fair

                  
	
                    ·  Gone

                  
	
                    ·  Good

                  
	
                    ·  Poor

                  
	
                    ·  Special
                      Hazard

                  
	
                    ·  Unknown

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


           

          


          Exhibit
            2: Standard
            File Codes - Delinquency Reporting, Continued

           

          


           

          The
            FNMA
            Delinquent Reason Code
            field should show the Reason for Delinquency as follows: 

           

          


          
            	
                    Delinquency
                      Code

                  	
                    Delinquency
                      Description

                  
	
                    001

                  	
                    FNMA-Death
                      of principal mortgagor

                  
	
                    002

                  	
                    FNMA-Illness
                      of principal mortgagor

                  
	
                    003

                  	
                    FNMA-Illness
                      of mortgagor’s family member

                  
	
                    004

                  	
                    FNMA-Death
                      of mortgagor’s family member

                  
	
                    005

                  	
                    FNMA-Marital
                      difficulties

                  
	
                    006

                  	
                    FNMA-Curtailment
                      of income

                  
	
                    007

                  	
                    FNMA-Excessive
                      Obligation

                  
	
                    008

                  	
                    FNMA-Abandonment
                      of property

                  
	
                    009

                  	
                    FNMA-Distant
                      employee transfer

                  
	
                    011

                  	
                    FNMA-Property
                      problem

                  
	
                    012

                  	
                    FNMA-Inability
                      to sell property

                  
	
                    013

                  	
                    FNMA-Inability
                      to rent property

                  
	
                    014

                  	
                    FNMA-Military
                      Service

                  
	
                    015

                  	
                    FNMA-Other

                  
	
                    016

                  	
                    FNMA-Unemployment

                  
	
                    017

                  	
                    FNMA-Business
                      failure

                  
	
                    019

                  	
                    FNMA-Casualty
                      loss

                  
	
                    022

                  	
                    FNMA-Energy
                      environment costs

                  
	
                    023

                  	
                    FNMA-Servicing
                      problems

                  
	
                    026

                  	
                    FNMA-Payment
                      adjustment

                  
	
                    027

                  	
                    FNMA-Payment
                      dispute

                  
	
                    029

                  	
                    FNMA-Transfer
                      of ownership pending

                  
	
                    030

                  	
                    FNMA-Fraud

                  
	
                    031

                  	
                    FNMA-Unable
                      to contact borrower

                  
	
                    INC

                  	
                    FNMA-Incarceration

                  


          

          



          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          


          Exhibit
            2: Standard
            File Codes - Delinquency Reporting, Continued

          


           

          The
            FNMA
            Delinquent Status Code
            field should show the Status of Default as follows: 

           

          


          
            	
                    Status
                      Code

                  	
                    Status
                      Description

                  
	
                    09

                  	
                    Forbearance

                  
	
                    17

                  	
                    Pre-foreclosure
                      Sale Closing Plan Accepted

                  
	
                    24

                  	
                    Government
                      Seizure

                  
	
                    26

                  	
                    Refinance

                  
	
                    27

                  	
                    Assumption

                  
	
                    28

                  	
                    Modification

                  
	
                    29

                  	
                    Charge-Off

                  
	
                    30

                  	
                    Third
                      Party Sale

                  
	
                    31

                  	
                    Probate

                  
	
                    32

                  	
                    Military
                      Indulgence

                  
	
                    43

                  	
                    Foreclosure
                      Started

                  
	
                    44

                  	
                    Deed-in-Lieu
                      Started

                  
	
                    49

                  	
                    Assignment
                      Completed

                  
	
                    61

                  	
                    Second
                      Lien Considerations

                  
	
                    62

                  	
                    Veteran’s
                      Affairs-No Bid

                  
	
                    63

                  	
                    Veteran’s
                      Affairs-Refund

                  
	
                    64

                  	
                    Veteran’s
                      Affairs-Buydown

                  
	
                    65

                  	
                    Chapter
                      7 Bankruptcy

                  
	
                    66

                  	
                    Chapter
                      11 Bankruptcy

                  
	
                    67

                  	
                    Chapter
                      13 Bankruptcy

                  


          

           

           

           

          



          Exhibit
            3: Calculation
            of Realized Loss/Gain Form 332- Instruction Sheet

          NOTE:
            Do not net or combine items. Show all expenses individually and all credits
            as
            separate line items. Claim packages are due on the remittance report
            date. Late
            submissions may result in claims not being passed until the following
            month. The
            Servicer is responsible to remit all funds pending loss approval and
            /or
            resolution of any disputed items. 

          


          The
            numbers on the 332 form correspond with the numbers listed below.

           

          Liquidation
            and Acquisition Expenses:

           

          1.          
             The
            Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
            an
            Amortization Schedule from date of default through liquidation breaking
            out the
            net interest and servicing fees advanced is required.

           

          2.           
             The
            Total
            Interest Due less the aggregate amount of servicing fee that would have
            been
            earned if all delinquent payments had been made as agreed. For documentation,
            an
            Amortization Schedule from date of default through liquidation breaking
            out the
            net interest and servicing fees advanced is required.

           

          3.          
              Accrued
            Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
            Loan
            as calculated on a monthly basis. For documentation, an Amortization
            Schedule
            from date of default through liquidation breaking out the net interest
            and
            servicing fees advanced is required.

           

          4-12.       
             Complete
            as applicable. Required documentation:

           

          *
            For
            taxes and insurance advances - see page 2 of 332 form - breakdown required
            showing period

           

          of
            coverage, base tax, interest, penalty. Advances prior to default require
            evidence of servicer efforts to recover advances.

           

          *
            For
            escrow advances - complete payment history 

           

          (to
            calculate advances from last positive escrow balance forward)

           

          *
            Other
            expenses -  copies of corporate advance history showing all payments


           

          *
            REO
            repairs > $1500 require explanation

           

          *
            REO
            repairs >$3000 require evidence of at least 2 bids.

           

          *
            Short
            Sale or Charge Off require P&L supporting the decision and WFB’s approved
            Servicing Officer certification 

           

          *
            Unusual
            or extraordinary items may require further documentation. 

           

          13.          
             The
            total
            of lines 1 through 12.

           

          Credits:
            

           

          14-21.      Complete
            as applicable. Required documentation:

           

          *
            Copy of
            the HUD 1 from the REO sale. If a 3rd
            Party
            Sale, bid instructions and Escrow Agent / Attorney

           

          Letter
            of
            Proceeds Breakdown.

           

          *
            Copy of
            EOB for any MI or gov't guarantee 

           

          *
            All
            other credits need to be clearly defined on the 332
            form      
     

           

          
            	 	
                    22.

                  	
                    The
                      total of lines 14 through 21.

                  


          

           

          Please
            Note: For
            HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
            for Part
            B/Supplemental proceeds.

           

          Total
            Realized Loss (or Amount of Any Gain)

           

          23.          
             The
            total
            derived from subtracting line 22 from 13. If the amount represents a
            realized
            gain, show
            the
            amount in parenthesis ( ). 


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
             

            
              
                	
                         

                        Calculation
                          of Realized Loss/Gain Form
                          332

                      


              

               

              Prepared
                by: __________________   Date:
                _______________

              Phone:
                ______________________    Email
                Address:_____________________

              
                	 	 	 	 	 
	
                        Servicer
                          Loan No.

                         

                      	 	
                        Servicer
                          Name

                         

                      	 	
                        Servicer
                          Address 

                         

                         

                      


              

               

              WELLS
                FARGO BANK, N.A. Loan No._____________________________

               

              Borrower's
                Name: _________________________________________________________

              Property
                Address: _________________________________________________________

               

              Liquidation
                Type:     REO
                Sale  
                3rd
                Party Sale  Short
                Sale     Charge
                Off 

               

              Was
                this loan granted a Bankruptcy deficiency or cramdown  Yes      No

              If
“Yes”,
                provide deficiency or cramdown amount
                _______________________________

               

              
                Liquidation
                  and Acquisition Expenses:

                
                  
                    

                      
                        	
                                (1)

                              	
                                Actual
                                  Unpaid Principal Balance of Mortgage Loan

                              	
                                 

                              	$	 	
                                (1)

                              
	
                                (2)

                              	
                                Interest
                                  accrued at Net Rate

                              	 	
                                 

                              	 	
                                (2)

                              
	
                                (3)

                              	
                                Accrued
                                  Servicing Fees

                              	 	
                                 

                              	 	
                                (3)

                              
	
                                (4)

                              	
                                Attorney's
                                  Fees

                              	 	
                                 

                              	 	
                                (4)

                              
	
                                (5)

                              	
                                Taxes
                                  (see page 2)

                              	 	
                                 

                              	 	
                                (5)

                              
	
                                (6)

                              	
                                Property
                                  Maintenance

                              	 	 	 	
                                 

                              	 	
                                (6)

                              
	
                                (7)

                              	
                                MI/Hazard
                                  Insurance Premiums (see page 2)

                              	
                                 

                              	 	 	
                                (7)

                              
	
                                (8)

                              	
                                Utility
                                  Expenses

                              	 	 	 	
                                 

                              	 	
                                (8)

                              
	
                                (9)

                              	
                                Appraisal/BPO

                              	 	 	 	
                                 

                              	 	
                                (9)

                              
	
                                (10)

                              	
                                Property
                                  Inspections

                              	 	 	 	
                                 

                              	 	
                                (10)

                              
	
                                (11)

                              	
                                FC
                                  Costs/Other Legal Expenses

                              	 	 	 	
                                (11)

                              
	
                                (12)

                              	
                                Other
                                  (itemize)

                              	 	 	 	
                                 

                              	 	
                                (12)

                              
	 	 	
                                Cash
                                  for Keys

                              	 	
                                 

                              	 	 	
                                (12)

                              
	 	 	
                                HOA/Condo
                                  Fees

                              	 	
                                 

                              	 	 	
                                (12)

                              
	 	 	
                                 

                              	 	
                                 

                              	 	 	
                                (12)

                              
	 	 	 	 	 	 	 	 
	 	 	
                                Total
                                  Expenses

                              	 	 	$	 	
                                
                                  (13)

                                

                              
	
                                Credits:

                              	 	 	 	 	 	 	 
	
                                (14)

                              	
                                Escrow
                                  Balance

                              	 	 	 	
                                $
                                  

                              	 	
                                (14)

                              
	
                                (15)

                              	
                                HIP
                                  Refund

                              	 	 	 	 	 	
                                
                                  (15)

                                

                              
	
                                (16)

                              	
                                Rental
                                  Receipts

                              	 	 	 	
                                 

                              	 	
                                (16)

                              
	
                                (17)

                              	
                                Hazard
                                  Loss Proceeds

                              	 	 	 	
                                 

                              	 	
                                (17)

                              
	
                                (18)

                              	
                                Primary
                                  Mortgage Insurance / Gov’t Insurance

                              	
                                 

                              	 	 	(18a)

	
                                HUD
                                  Part A

                              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                                HUD
                                  Part B

                              	 	 	 	 	 	(18b)
	
                                (19)

                              	
                                Pool
                                  Insurance Proceeds

                              	 	 	 	
                                 

                              	 	
                                (19)

                              
	
                                (20)

                              	
                                Proceeds
                                  from Sale of Acquired Property

                              	
                                 

                              	 	 	
                                (20)

                              
	
                                (21)

                              	
                                Other
                                  (itemize)

                              	 	 	 	
                                 

                              	 	
                                (21)

                              
	 	
                                 

                              	 	
                                 

                              	
                                 

                              	 	 	
                                (21)

                              
	 	 	 	 	 	 	 	 
	 	
                                Total
                                  Credits

                              	 	 	 	
                                $

                              	 	
                                (22)

                              
	
                                Total
                                  Realized Loss (or Amount of Gain)

                              	
                                 

                              	
                                 

                              	
                                $

                              	 	
                                (23)

                              


                      

                    

                  

                   

                

              

            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          Escrow
            Disbursement Detail

          


          


          
            	
                    Type

                    (Tax
                      /Ins.)

                  	
                    Date
                      Paid

                  	
                    Period
                      of Coverage

                  	
                    Total
                      Paid

                  	
                    Base
                      Amount

                  	
                    Penalties

                  	
                    Interest

                  
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 
	
                     

                     

                  	 	 	 	 	 	 


          

          


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          ATTACHMENT
            4

           

          BACK-UP
            CERTIFICATION

           

          Re: __________
            (the “Trust”)

           

          Nomura
            Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-1, Asset-Backed
            Certificates, Series 2007-1

           

          I,
            [identify the certifying individual], certify to Nomura Home Equity Loan,
            Inc.
            (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
            Fargo Bank, N.A. (the “Master Servicer”), and their respective officers, with
            the knowledge and intent that they will rely upon this certification,
            that:

           

          (1) I
            have
            reviewed the servicer compliance statement of the Servicer provided in
            accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
            report on assessment of the Servicer’s compliance with the servicing criteria
            set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
            in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
            Act of
            1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
            report provided in accordance with Rules 13a-18 and 15d-18 under the
            Exchange
            Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
            servicing reports, officer’s certificates and other information relating to the
            servicing of the Mortgage Loans by the Servicer during 200[ ] that were
            delivered by the Servicer to the Master Servicer pursuant to the Agreement
            (collectively, the “Servicer Servicing Information”);

           

          (2) Based
            on
            my knowledge, the Servicer Servicing Information, taken as a whole, does
            not
            contain any untrue statement of a material fact or omit to state a material
            fact
            necessary to make the statements made, in the light of the circumstances
            under
            which such statements were made, not misleading with respect to the period
            of
            time covered by the Servicer Servicing Information;

           

          (3) Based
            on
            my knowledge, all of the Servicer Servicing Information required to be
            provided
            by the Servicer under the Agreement has been provided to the Master
            Servicer;

           

          (4) I
            am
            responsible for reviewing the activities performed by the Servicer under
            the
            Agreement, and based on my knowledge and the compliance review conducted
            in
            preparing the Compliance Statement and except as disclosed in the Compliance
            Statement, the Servicing Assessment or the Attestation Report, the Servicer
            has
            fulfilled its obligations under the Agreement in all material respects;
            and

           

          (5) The
            Compliance Statement required to be delivered by the Servicer pursuant
            to the
            Agreement, and the Servicing Assessment and Attestation Report required
            to be
            provided by the Servicer and by any Subservicer and Subcontractor pursuant
            to
            the Agreement, have been provided to the Master Servicer. Any material
            instances
            of noncompliance described in such reports have been disclosed to the
            Master
            Servicer. Any material instance of noncompliance with the Servicing Criteria
            has
            been disclosed in such reports.

           

          Capitalized
            terms used and not otherwise defined herein have the meanings assigned
            thereto
            in the Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006,
            between Wells Fargo Bank, N.A. and Nomura Credit & Capital, Inc., as
            modified by the Assignment, Assumption and Recognition Agreement, dated
            as of
            January 1, 2007, among Nomura Credit & Capital, Inc., Nomura Home Equity
            Loan, Inc. and Wells Fargo Bank, N.A. (together, the “Servicing
            Agreement”).

           

          


          
            	
                    Date:

                  	 
	 
	 
	
                    [Signature]

                  
	 
	
                    [Title]

                  


          

          


           

          


          


        

         

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      



      EXHIBIT
        X-1

       

      FORM
        OF SERVICING CRITERIA

      


      
        	
                Standard
                  File Layout - Master Servicing 

              	 	 	 
	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

      


      


      


       

      



       

      EXHIBIT
        X-2

       

      


      Exhibit
        2: Standard
        File Layout - Delinquency Reporting

      


        *The
        column/header names in bold
        are
        the minimum fields Wells Fargo must receive from every
        Servicer

      

        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

      

      
        
          	
                  MOTION_FOR_RELIEF_DATE

                	
                  The
                    date the Motion for Relief was filed

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_BID_AMT

                	
                  The
                    foreclosure sale bid amount

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FRCLSR_SALE_TYPE

                	
                  The
                    foreclosure sales results: REO, Third Party, Conveyance to
                    HUD/VA

                	
                   

                	
                   

                
	
                  REO_PROCEEDS

                	
                  The
                    net proceeds from the sale of the REO property. 

                	
                   

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  BPO_DATE

                	
                  The
                    date the BPO was done.

                	
                   

                	
                   

                
	
                  CURRENT_FICO

                	
                  The
                    current FICO score

                	
                   

                	
                   

                
	
                  HAZARD_CLAIM_FILED_DATE

                	
                  The
                    date the Hazard Claim was filed with the Hazard Insurance
                    Company.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_AMT

                	
                  The
                    amount of the Hazard Insurance Claim filed.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  HAZARD_CLAIM_PAID_DATE

                	
                  The
                    date the Hazard Insurance Company disbursed the claim
                    payment.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_PAID_AMT

                	
                  The
                    amount the Hazard Insurance Company paid on the claim.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  ACTION_CODE

                	
                  Indicates
                    loan status

                	 	
                  Number

                
	
                  NOD_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  NOI_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_PLAN_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_
                    PLAN_END_DATE

                	
                   

                	
                   

                	
                   

                
	
                  ACTUAL_REO_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  REO_SALES_PRICE

                	
                   

                	
                   

                	
                  Number

                
	
                  REALIZED_LOSS/GAIN

                	
                  As
                    defined in the Servicing Agreement

                	
                   

                	
                  Number

                


        

         

      

       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting

       

      The
        Loss
        Mit Type
        field
        should show the approved Loss Mitigation Code as follows: 

       

      
        	·  	
                ASUM-Approved
                  Assumption

              


      

       

      
        	·  	
                BAP-Borrower
                  Assistance Program

              


      

       

      
        	·  	
                CO-
                  Charge Off

              


      

       

      
        	·  	
                DIL-
                  Deed-in-Lieu

              


      

       

      
        	·  	
                FFA-
                  Formal Forbearance Agreement

              


      

       

      
        	·  	
                MOD-
                  Loan Modification

              


      

       

      
        	·  	
                PRE-
                  Pre-Sale

              


      

       

      
        	·  	
                SS-
                  Short Sale

              


      

       

      
        	·  	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

      


       

      NOTE:
        Wells
        Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards. If Loss Mitigation
        Types other than those above are used, the Servicer must supply Wells Fargo
        Bank
        with a description of each of the Loss Mitigation Types prior to sending
        the
        file.

       

      The
        Occupant
        Code
        field
        should show the current status of the property code as follows:

       

      
        	·  	
                Mortgagor

              


      

       

      
        	·  	
                Tenant

              


      

       

      
        	·  	
                Unknown
                  

              


      

       

      
        	·  	
                Vacant

              


      

       

      The
        Property
        Condition
        field
        should show the last reported condition of the property as follows:


       

      
        	·  	
                Damaged

              


      

       

      
        	·  	
                Excellent

              


      

       

      
        	·  	
                Fair

              


      

       

      
        	·  	
                Gone

              


      

       

      
        	·  	
                Good

              


      

       

      
        	·  	
                Poor

              


      

       

      
        	·  	
                Special
                  Hazard

              


      

       

      
        	·  	
                Unknown

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

       

      The
        FNMA
        Delinquent Reason Code
        field
        should show the Reason for Delinquency as follows: 

      

        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Exhibit
        2: Standard
        File Codes - Delinquency Reporting, Continued

      


       

      The
        FNMA
        Delinquent Status Code
        field
        should show the Status of Default as follows: 

      

        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


       

      EXHIBIT
        X-3

       

      FORM
        OF
        SCHEDULE OF REALIZED LOSSES/GAINS

      


      Exhibit
        3 : Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

       

      NOTE:
        Do not net or combine items. Show all expenses individually and all credits
        as
        separate line items. Claim packages are due on the remittance report date.
        Late
        submissions may result in claims not being passed until the following month.
        The
        Servicer is responsible to remit all funds pending loss approval and /or
        resolution of any disputed items. 


       

      The
        numbers on the 332 form correspond with the numbers listed
        below.

       

      Liquidation
        and Acquisition Expenses:

       

      1.         
         The
        Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

      2.         
         The
        Total
        Interest Due less the aggregate amount of servicing fee that would have been
        earned if all delinquent payments had been made as agreed. For documentation,
        an
        Amortization Schedule from date of default through liquidation breaking out
        the
        net interest and servicing fees advanced is required.

       

      3.        
          Accrued
        Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
        Loan
        as calculated on a monthly basis. For documentation, an Amortization Schedule
        from date of default through liquidation breaking out the net interest and
        servicing fees advanced is required.

       

      4-12.   
         Complete
        as applicable. Required documentation:

       

      *
        For
        taxes and insurance advances - see page 2 of 332 form - breakdown required
        showing period of
        coverage, base tax, interest, penalty. Advances prior to default require
        evidence of servicer efforts to recover advances.

       

      *
        For
        escrow advances - complete payment history  (to
        calculate advances from last positive escrow balance forward)

       

      *
        Other
        expenses -  copies of corporate advance history showing all payments


       

      *
        REO
        repairs > $1500 require explanation

       

      *
        REO
        repairs >$3000 require evidence of at least 2 bids.

       

      *
        Short
        Sale or Charge Off require P&L supporting the decision and WFB’s approved
        Officer Certificate 

       

      *
        Unusual
        or extraordinary items may require further documentation. 

       

      13.  The
        total
        of lines 1 through 12.

       

      Credits:
        

       

      14-21. 
         Complete
        as applicable. Required documentation:

       

      *
        Copy of
        the HUD 1 from the REO sale. If a 3rd Party Sale, bid instructions
        and Escrow Agent / Attorney Letter of Proceeds Breakdown.

       

      *
        Copy of
        EOB for any MI or gov't guarantee 

       

      *
        All
        other credits need to be clearly defined on the 332
        form      
     

       

      
        	 	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      Please
        Note: For
        HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
        Part
        B/Supplemental proceeds.

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      23.      
         The
        total
        derived from subtracting line 22 from 13. If the amount represents a realized
        gain, show
        the
        amount in parenthesis ( ). 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      Exhibit
        3A: Calculation
        of Realized Loss/Gain Form 332

       

      
        Prepared
          by: __________________   Date:
          _____________________

        Phone:
          ______________________           
Email Address:_____________________


         

        
          	
                   
                    Servicer Loan No.

                	 	
                   
                    Servicer Name

                	 	
                   
                    Servicer Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._________________________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  
Short
          Sale 
Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes                            
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          ________________________________________

         

        Liquidation
          and Acquisition Expenses:

        

          
            	
                    (1)

                  	
                    Actual
                      Unpaid Principal Balance of Mortgage Loan

                  	
                    $
                      _______________

                  	
                    (1)

                  
	
                    (2)

                  	
                    Interest
                      accrued at Net Rate

                  	
                    ________________

                  	
                    (2)

                  
	
                    (3)

                  	
                    Accrued
                      Servicing Fees

                  	
                    ________________

                  	
                    (3)

                  
	
                    (4)

                  	
                    Attorney's
                      Fees

                  	
                    ________________

                  	
                    (4)

                  
	
                    (5)

                  	
                    Taxes
                      (see page 2)

                  	
                    ________________

                  	
                    (5)

                  
	
                    (6)

                  	
                    Property
                      Maintenance

                  	
                    ________________

                  	
                    (6)

                  
	
                    (7)

                  	
                    MI/Hazard
                      Insurance Premiums (see page 2)

                  	
                    ________________

                  	
                    (7)

                  
	
                    (8)

                  	
                    Utility
                      Expenses

                  	
                    ________________

                  	
                    (8)

                  
	
                    (9)

                  	
                    Appraisal/BPO

                  	
                    ________________

                  	
                    (9)

                  
	
                    (10)

                  	
                    Property
                      Inspections

                  	
                    ________________

                  	
                    (10)

                  
	
                    (11)

                  	
                    FC
                      Costs/Other Legal Expenses

                  	
                    ________________

                  	
                    (11)

                  
	
                    (12)

                  	
                    Other
                      (itemize)

                  	
                    $________________

                  	
                    (12)

                  
	
                    Cash
                      for Keys__________________________

                  	 	
                    ________________

                  	 
	
                    HOA/Condo
                      Fees_______________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    ______________________________________

                  	 	
                    ________________

                  	 
	
                    Total
                      Expenses

                  	 	
                    $
                      _______________

                  	
                    (13)

                  
	
                    Credits:

                  	 	 	 
	
                    (14)

                  	
                    Escrow
                      Balance

                  	
                    $
                      _______________

                  	
                    (14)

                  
	
                    (15)

                  	
                    HIP
                      Refund

                  	
                    ________________

                  	
                    (15)

                  
	
                    (16)

                  	
                    Rental
                      Receipts

                  	
                    ________________

                  	
                    (16)

                  
	
                    (17)

                  	
                    Hazard
                      Loss Proceeds

                  	
                    ________________

                  	
                    (17)

                  
	
                    (18)

                  	
                    Primary
                      Mortgage Insurance / Gov’t Insurance

                  	
                    ________________

                  	
                    (18a)

                  
	 	
                    HUD
                      Part A

                  	 	 
	 	
                    HUD
                      Part B

                  	
                    ________________

                  	
                    (18b)

                  
	
                    (19)

                  	
                    Pool
                      Insurance Proceeds

                  	
                    ________________

                  	
                    (19)

                  
	
                    (20)

                  	
                    Proceeds
                      from Sale of Acquired Property

                  	
                    ________________

                  	
                    (20)

                  
	
                    (21)

                  	
                    Other
                      (itemize)

                  	
                    ________________

                  	
                    (21)

                  
	
                    _________________________________________

                  	 	
                    _________________

                  	 
	
                    _________________________________________

                  	
                     

                  	
                    _________________

                  	 
	
                    Total
                      Credits

                  	
                     $________________

                  	
                     

                  	
                    (22)

                  
	
                    Total
                      Realized Loss (or Amount of Gain)

                  	
                     $________________

                  	
                     

                  	
                    (23)

                  


          

          
 

          
 

          
            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

          


        

      

      Escrow
        Disbursement Detail

      


      


      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of Coverage

              	
                Total
                  Paid

              	
                Base
                  Amount

              	
                Penalties

              	
                Interest