HSI
      ASSET
      SECURITIZATION CORPORATION,

    Depositor,

     

    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer,

     

    WELLS
      FARGO BANK, N.A.,

    Securities
      Administrator

     

    WELLS
      FARGO BANK, N.A.,

    Custodian,

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of October 1, 2007

     

    HSI
      ASSET
      LOAN OBLIGATION TRUST 2007-2

     

    MORTGAGE
      PASS THROUGH CERTIFICATES,

    SERIES
      2007-2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page

     

    
      	
              ARTICLE
                I

            
	
              DEFINITIONS

            
	
              ARTICLE
                II

            
	
              CONVEYANCE
                OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

            
	 
	
              Section
                2.01

            	
              Conveyance
                of Mortgage Loans

            	
              56

            
	
              Section
                2.02

            	
              Acceptance
                by the Custodian of the Mortgage Loans

            	
              58

            
	
              Section
                2.03

            	
              Remedies
                for Breaches of Representations and Warranties with Respect to the
                Mortgage Loans

            	
              59

            
	
              Section
                2.04

            	
              Execution
                and Delivery of Certificates

            	
              61

            
	
              Section
                2.05

            	
              [Reserved]

            	
              61

            
	
              Section
                2.06

            	
              [Reserved]

            	
              61

            
	
              Section
                2.07

            	
              Representations
                and Warranties of the Depositor

            	
              61

            
	 	 	 
	
              ARTICLE
                III

            
	
              ADMINISTRATION
                AND SERVICING OF MORTGAGE LOANS

            
	 
	
              Section
                3.01

            	
              Establishment
                of Certain Accounts

            	
              62

            
	
              Section
                3.02

            	
              Investment
                of Funds in the Distribution Account

            	
              63

            
	
              Section
                3.03

            	
              Report
                on Assessment of Compliance with Relevant Servicing
                Criteria

            	
              63

            
	
              Section
                3.04

            	
              Report
                on Attestation of Compliance with Relevant Servicing
                Criteria

            	
              64

            
	
              Section
                3.05

            	
              Annual
                Officer’s Certificates

            	
              65

            
	
              Section
                3.06

            	
              Indemnification

            	
              67

            
	
              Section
                3.07

            	
              Advances

            	
              67

            
	 	 	 
	
              ARTICLE
                IV

            
	
              DISTRIBUTIONS

            
	 
	
              Section
                4.01

            	
              The
                Distribution Account

            	
              69

            
	
              Section
                4.02

            	
              Priorities
                of Distribution

            	
              69

            
	
              Section
                4.03

            	
              Monthly
                Statements to Certificateholders

            	
              77

            
	
              Section
                4.04

            	
              Allocation
                of Realized Losses

            	
              79

            
	
              Section
                4.05

            	
              [Reserved]

            	
              82

            
	
              Section
                4.06

            	
              Certain
                Matters Relating to the Determination of LIBOR

            	
              82

            
	 	 	 
	
              ARTICLE
                V

            
	
              THE
                CERTIFICATES

            
	 
	
              Section
                5.01

            	
              The
                Certificates

            	
              83

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      TABLE
        OF CONTENTS

      (continued)

      Page 

    

     

    
      	
              Section
                5.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates

            	
              83

            
	
              Section
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              89

            
	
              Section
                5.04

            	
              Persons
                Deemed Owners

            	
              89

            
	
              Section
                5.05

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	
              89

            
	
              Section
                5.06

            	
              Maintenance
                of Office or Agency

            	
              89

            
	
              Section
                5.07

            	
              Exchangeable
                Certificates

            	
              90

            
	
              Section
                5.08

            	
              Tax
                Status and Reporting of Exchangeable Certificates

            	
              91

            
	 	 	 
	
              ARTICLE
                VI

            
	
              THE
                DEPOSITOR

            
	 
	
              Section
                6.01

            	
              Liabilities
                of the Depositor

            	
              93

            
	
              Section
                6.02

            	
              Merger
                or Consolidation of the Depositor

            	
              93

            
	
              Section
                6.03

            	
              Limitation
                on Liability of the Depositor and Others

            	
              93

            
	 	 	 
	
              ARTICLE
                VII

            
	
              DEFAULT

            
	 
	
              Section
                7.01

            	
              Master
                Servicer to Act; Appointment of Successor

            	
              94

            
	
              Section
                7.02

            	
              Notification
                to Certificateholders

            	
              96

            
	 	 	 
	
              ARTICLE
                VIII

            
	
              CONCERNING
                THE TRUSTEE

            
	 
	
              Section
                8.01

            	
              Duties
                of the Trustee

            	
              97

            
	
              Section
                8.02

            	
              Certain
                Matters Affecting the Trustee

            	
              97

            
	
              Section
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans

            	
              99

            
	
              Section
                8.04

            	
              Trustee
                May Own Certificates

            	
              99

            
	
              Section
                8.05

            	
              Trustee’s
                Fees Indemnification and Expenses

            	
              99

            
	
              Section
                8.06

            	
              Eligibility
                Requirements for the Trustee

            	
              101

            
	
              Section
                8.07

            	
              Resignation
                and Removal of the Trustee

            	
              101

            
	
              Section
                8.08

            	
              Successor
                Trustee

            	
              102

            
	
              Section
                8.09

            	
              Merger
                or Consolidation of the Trustee

            	
              102

            
	
              Section
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              102

            
	
              Section
                8.11

            	
              [Reserved]

            	
              104

            
	
              Section
                8.12

            	
              Commission
                Reporting

            	
              104

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

      TABLE
        OF CONTENTS

      (continued)

      Page

    

     

    
      	
              ARTICLE
                IX

            
	
              ADMINISTRATION
                OF THE MORTGAGE LOANS BY THE MASTER SERVICER

            
	 
	
              Section
                9.01

            	
              Duties
                of the Master Servicer; Enforcement of Each Servicer’s
                Obligations

            	
              111

            
	
              Section
                9.02

            	
              Provision
                to the Securities Administrator of Loan-Level Information

            	
              112

            
	
              Section
                9.03

            	
              [Reserved]

            	
              112

            
	
              Section
                9.04

            	
              Maintenance
                of Fidelity Bond and Errors and Omissions Insurance

            	
              112

            
	
              Section
                9.05

            	
              Representations
                and Warranties of the Master Servicer

            	
              113

            
	
              Section
                9.06

            	
              Master
                Servicer Events of Default

            	
              114

            
	
              Section
                9.07

            	
              Waiver
                of Default

            	
              116

            
	
              Section
                9.08

            	
              Successor
                to the Master Servicer

            	
              116

            
	
              Section
                9.09

            	
              [Reserved]

            	
              117

            
	
              Section
                9.10

            	
              Merger
                or Consolidation

            	
              117

            
	
              Section
                9.11

            	
              Resignation
                of the Master Servicer

            	
              117

            
	
              Section
                9.12

            	
              Assignment
                or Delegation of Duties by the Master Servicer

            	
              118

            
	
              Section
                9.13

            	
              Limitation
                on Liability of the Master Servicer

            	
              118

            
	
              Section
                9.14

            	
              Indemnification;
                Third Party Claims

            	
              119

            
	 	 	 
	
              ARTICLE
                X

            
	
              CONCERNING
                THE SECURITIES ADMINISTRATOR

            
	 
	
              Section
                10.01

            	
              Duties
                of Securities Administrator

            	
              119

            
	
              Section
                10.02

            	
              Certain
                Matters Affecting the Securities Administrator

            	
              120

            
	
              Section
                10.03

            	
              Securities
                Administrator Not Liable for Certificates or Mortgage
                Loans

            	
              122

            
	
              Section
                10.04

            	
              Securities
                Administrator May Own Certificates

            	
              123

            
	
              Section
                10.05

            	
              Securities
                Administrator’s Fees and Expenses

            	
              123

            
	
              Section
                10.06

            	
              Eligibility
                Requirements for Securities Administrator

            	
              124

            
	
              Section
                10.07

            	
              Resignation
                and Removal of Securities Administrator

            	
              124

            
	
              Section
                10.08

            	
              Successor
                Securities Administrator

            	
              125

            
	
              Section
                10.09

            	
              Merger
                or Consolidation of Securities Administrator

            	
              126

            
	
              Section
                10.10

            	
              Assignment
                or Delegation of Duties by the Securities Administrator

            	
              126

            
	
              Section
                10.11

            	
              Dissemination
                of Confidential Information

            	
              126

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
       

      TABLE
        OF CONTENTS

      (continued)

      Page 

    

     

    
      	
              ARTICLE
                XI

            
	
              REMIC
                PROVISIONS

            
	 
	
              Section
                11.01

            	
              REMIC
                Administration

            	
              127

            
	
              Section
                11.02

            	
              [Reserved]

            	
              130

            
	
              Section
                11.03

            	
              Designation
                of REMIC(s)

            	
              130

            
	
              Section
                11.04

            	
              Distributions
                on Uncertificated REMIC 1 Regular Interests, REMIC 2 Regular Interests,
                and REMIC 3 Regular Interests

            	
              130

            
	
              Section
                11.05

            	
              Compliance
                with Withholding Requirements

            	
              133

            
	 	 	 
	
              ARTICLE
                XII

            
	
              TERMINATION

            
	 
	
              Section
                12.01

            	
              Termination
                upon Liquidation or Purchase of the Mortgage Loans

            	
              133

            
	
              Section
                12.02

            	
              Final
                Distribution on the Certificates

            	
              134

            
	
              Section
                12.03

            	
              Additional
                Termination Requirements

            	
              135

            
	 	 	 
	
              ARTICLE
                XIII

            
	
              MISCELLANEOUS
                PROVISIONS

            
	 
	
              Section
                13.01

            	
              Amendment

            	
              135

            
	
              Section
                13.02

            	
              Recordation
                of Agreement; Counterparts

            	
              137

            
	
              Section
                13.03

            	
              Governing
                Law

            	
              138

            
	
              Section
                13.04

            	
              Intention
                of Parties

            	
              138

            
	
              Section
                13.05

            	
              Notices

            	
              139

            
	
              Section
                13.06

            	
              Severability
                of Provisions

            	
              140

            
	
              Section
                13.07

            	
              [Reserved.]

            	
              140

            
	
              Section
                13.08

            	
              Limitation
                on Rights of Certificateholders

            	
              140

            
	
              Section
                13.09

            	
              Certificates
                Nonassessable and Fully Paid

            	
              141

            
	
              Section
                13.10

            	
              Rule of
                Construction

            	
              141

            
	
              Section
                13.11

            	
              Waiver
                of Jury Trial

            	
              141

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

       

    

    EXHIBITS
      AND SCHEDULES

     

    
      	
              Exhibit
                A

            	
              Form
                of Senior Certificates and Senior Subordinate Certificate
                

            
	 	 
	
              Exhibit
                B

            	
              Form
                of Junior Subordinate Certificate

            
	 	 
	
              Exhibit
                C

            	
              Form
                of Class R Certificate

            
	 	 
	
              Exhibit
                D

            	
              Reserved

            
	 	 
	
              Exhibit
                E

            	
              Form
                of Initial Certification of Custodian

            
	 	 
	
              Exhibit
                F

            	
              Form
                of Document Certification and Exception Report of
                Custodian

            
	 	 
	
              Exhibit
                G

            	
              Form
                of Residual Transfer Affidavit

            
	 	 
	
              Exhibit
                H

            	
              Form
                of Transferor Certificate

            
	 	 
	
              Exhibit
                I

            	
              Form
                of Rule 144A Investment Letter

            
	 	 
	
              Exhibit
                J

            	
              Form
                of Request for Release

            
	 	 
	
              Exhibit
                K

            	
              Contents
                for Each Mortgage File

            
	 	 
	
              Exhibit
                L

            	
              Form
                of Sarbanes-Oxley Certification to be provided with Form 10
                K

            
	 	 
	
              Exhibit
                M

            	
              List
                of Servicing Agreements

            
	 	 
	
              Exhibit
                N

            	
              Form
                of Servicing Function Participant Back-up Sarbanes Oxley
                Certification

            
	 	 
	
              Exhibit
                O

            	
              [Reserved]

            
	 	 
	
              Exhibit
                P

            	
              [Reserved]

            
	 	 
	
              Exhibit
                Q

            	
              Transfer
                Agreements

            
	 	 
	
              Exhibit
                R

            	
              [Reserved]

            
	 	 
	
              Exhibit
                S

            	
              Servicing
                Criteria Matrix

            
	 	 
	
              Exhibit
                T

            	
              Transaction
                Parties

            
	 	 
	
              Exhibit
                U

            	
              Form
                of Annual Compliance Certificate

            
	 	 
	
              Exhibit
                V

            	
              Additional
                Form 10-D Disclosure

            
	 	 
	
              Exhibit
                W

            	
              Additional
                Form 10-K Disclosure

            
	 	 
	
              Exhibit
                X

            	
              Form
                8-K Disclosure Information

            
	 	 
	
              Exhibit
                Y

            	
              Additional
                Disclosure Notification

            
	 	 
	
              Exhibit
                Z

            	
              Form
                of Exchange Notice

            
	 	 
	
              Schedule
                I 

            	
              Mortgage
                Loan Schedule

            
	 	 
	
              Schedule
                II

            	
              Exchangeable
                Combination Groups

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

       

    

    THIS
      POOLING AND SERVICING AGREEMENT, dated as of October 1, 2007, among HSI ASSET
      SECURITIZATION CORPORATION, as depositor (the “Depositor”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (the
“Master
      Servicer”),
      securities administrator ( the “Securities
      Administrator”),
      and
      custodian (the “Custodian”)
      and
      DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
      (the “Trustee”).

     

    WITNESSETH:

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell Mortgage Pass-Through Certificates (collectively,
      the
“Certificates”),
      to be
      issued hereunder in multiple classes, which in the aggregate will evidence
      the
      entire beneficial ownership interest in the Trust Fund (as defined herein).
      As
      provided herein, the Securities Administrator, on behalf of the Trust, will
      make
      an election to treat the entire segregated pool of assets relating to the
      Mortgage Loans, as described in the definition of REMIC 1 below, 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 1.” The Class R-1 Interest, beneficial ownership of which
      is evidenced by the Class R Certificates, will represent the sole class of
“residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined
      herein) under federal income tax law. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Designation

            	 	
              REMIC
                1 Remittance

              Rate

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Latest

              Possible
                Maturity(1)

            
	
              REMIC
                1 Regular Interest I-A

            	 	
              5.5%

            	 	
              $285

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest I-ZZZ

            	 	
              5.5%

            	 	
              $99,234,240

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest I-X

            	 	
              (2)

            	 	
              Notional(4)

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest I-PO

            	 	
              0%(3)

            	 	
              $385,728

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest II-A

            	 	
              6%

            	 	
              $239

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest II-ZZZ

            	 	
              6%

            	 	
              $82,185,044

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest II-X

            	 	
              (2)

            	 	
              Notional(4)

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest II-PO

            	 	
              0%(3)

            	 	
              $1,378,785

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest III-A

            	 	
              6%

            	 	
              $770

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest III-ZZZ

            	 	
              6%

            	 	
              $268,356,203

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest III-X 

            	 	
              (2)

            	 	
              Notional(4)

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest III-PO

            	 	
              0%(3)

            	 	
              $1,609,090

            	 	
              October
                25, 2037

            
	
              REMIC
                1 Regular Interest R-2

            	 	
              5.5

            	 	
              $67

            	 	
              October
                25, 2037

            


    

    _______________________

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

            


    

     

    
      	(2)	
              Calculated
                in accordance with the definition of “REMIC 1 Remittance Rate”
                herein.

            


    

     

    
      	(3)	
              Each
                of REMIC 1 Regular Interest I-PO, II-PO and III-PO is a principal
                only
                regular interest, represents a portion of the principal payable on
                Discount Mortgage Loans (as defined herein) in its related Loan Group,
                and
                is not entitled to the payment of
                interest.

            


    

     

    
      	(4)	
              Each
                of REMIC 1 Regular Interest I-A-X, II-A-X and III-A-X is an interest
                only
                regular interest, does not have an Uncertificated Principal Balance
                and is
                entitled to a specified portion of interest payable on Loan Group
                I
                Premium Loans, Loan Group II Premium Loans and Loan Group III Premium
                Loans, respectively.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    As
      provided herein, the Securities Administrator, on behalf of the Trust, will
      elect to treat the segregated pool of assets consisting of the REMIC 1 Regular
      Interests as a REMIC for federal income tax purposes, and such segregated pool
      of assets will be designated as “REMIC 2.” The Class R-2 Interest, beneficial
      ownership of which is evidenced by the Class R Certificates, will represent
      the
      sole class of “residual interests” in REMIC 2 for purposes of the REMIC
      Provisions under federal income tax law. The following table irrevocably sets
      forth the designation, the REMIC 2 Remittance Rate, the initial Uncertificated
      Principal Balance, and solely for purposes of satisfying Treasury Regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
      REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be
      certificated.

     

    
      	
              Designation

            	 	
              REMIC
                2 Remittance Rate

            	 	
              Initial
                Uncertificated Principal Balance

            	 	
              Related
                Class(es) of Certificates

            	 	
              Latest
                Possible Maturity(1)

            
	
              REMIC
                2 Regular Interest I-A-1

            	 	
              5.5%

            	 	
              $93,500,000

            	 	
              Class
                I-A-1

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest I-A-2

            	 	
              5.5%

            	 	
              $2,895,345

            	 	
              Class
                I-A-2

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest I-A-PO

            	 	
              0%(2)

            	 	
              $385,728

            	 	
              Class
                I-A-PO

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest I-A-X

            	 	
              (3)

            	 	
              Notional(4)

            	 	
              Class
                I-A-X

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest II-A-1

            	 	
              7%

            	 	
              $66,000,000

            	 	
              Class
                II-A-1 and Class II-A-2

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest II-A-3

            	 	
              0%(2)

            	 	
              $11,000,000

            	 	
              Class
                II-A-3

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest II-A-4

            	 	
              6%

            	 	
              $2,803,707

            	 	
              Class
                II-A-4

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest II-A-PO

            	 	
              0%(2)

            	 	
              $1,378,785

            	 	
              Class
                II-A-PO

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest II-A-X

            	 	
              (3)

            	 	
              Notional(4)

            	 	
              Class
                II-A-X

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-1

            	 	
              6%

            	 	
              $26,100,000

            	 	
              Class
                III-A-1

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-2

            	 	
              6%

            	 	
              $92,633,000

            	 	
              Class
                III-A-2

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-3

            	 	
              6%

            	 	
              $92,547,000

            	 	
              Class
                III-A-3

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-4

            	 	
              6%

            	 	
              $41,720,000

            	 	
              Class
                III-A-4

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-5

            	 	
              6%

            	 	
              $7,662,941

            	 	
              Class
                III-A-5

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-PO

            	 	
              0%(2)

            	 	
              $1,609,090

            	 	
              Class
                III-A-PO

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest III-A-X

            	 	
              (3)

            	 	
              Notional(4)

            	 	
              Class
                III-A-X

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-1

            	 	
              Variable(2)

            	 	
              $5,664,381

            	 	
              Class
                B-1

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-2

            	 	
              Variable(2)

            	 	
              $2,718,903

            	 	
              Class
                B-2

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-3

            	 	
              Variable(2)

            	 	
              $1,359,451

            	 	
              Class
                B-3

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-4

            	 	
              Variable(2)

            	 	
              $1,359,451

            	 	
              Class
                B-4

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-5

            	 	
              Variable(2)

            	 	
              $679,726

            	 	
              Class
                B-5

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest B-6

            	 	
              Variable(2)

            	 	
              $1,132,876

            	 	
              Class
                B-6

            	 	
              October
                25, 2037

            
	
              REMIC
                2 Regular Interest R-3

            	 	
              5.5%

            	 	
              $34

            	 	
              Class
                R

            	 	
              October
                25, 2037

            


    

    ______________________

    
      	(1)	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date immediately following the maturity date for the
                Mortgage
                Loan with the latest maturity date has been designated as the “latest
                possible maturity date” for each REMIC 2 Regular
                Interest.

            


    

     

    
      	(2)	
              Each
                of REMIC 2 Regular Interest I-A-PO, II-A-3, II-A-PO and III-A-PO
                is a
                principal only regular interest and is not entitled to the payment
                of
                interest.

            


    

     

    
      	(3)	
              Calculated
                in accordance with the definition of “REMIC 2 Remittance Rate”
                herein.

            


    

     

    
      	(4)	
              Each
                of REMIC 2 Regular Interest I-A-X, II-A-X and III-A-X is an interest
                only
                regular interest, does not have an Uncertificated Principal Balance
                and is
                entitled to 100% of interest payable on and in respect of REMIC 1
                Regular
                Interest I-A-X, II-A-X and III-A-X,
                respectively.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    As
      provided herein, the Securities Administrator, on behalf of the Trust, will
      elect to treat the segregated pool of assets consisting of the REMIC 2 Regular
      Interests as a REMIC for federal income tax purposes, and such segregated pool
      of assets will be designated as REMIC 3. The Class R-3 Interest, beneficial
      ownership of which is evidenced by the Class R Certificates, will represent
      the sole class of “residual interests” in REMIC 3 for purposes of the REMIC
      Provisions under federal income tax law. The following table sets forth the
      designation, remittance rate (the “REMIC
      3 Remittance Rate”)
      and
      Initial Class Certificate Balance for each of the Certificates. For purposes
      of
      Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date
      immediately following the maturity date for the Mortgage Loan with the latest
      maturity date has been designated as the “latest possible maturity date” for
      each REMIC 3 Regular Interest (as defined herein). The latest possible maturity
      date for each REMIC 3 Regular Interest is October 25, 2037.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    THE
      SERIES 2007-2 CERTIFICATES

     

    
      	
              Class

            	 	
              Initial
                Principal Balance or Notional Amount (1)

            	 	
              Related
                Loan Group

            	 	
              Initial
                Pass-Through Rate

            	 	
              Designation

            	 	
              Summary
                Interest Rate Formula 

            	 	
              Fitch
                Rating

            	 	
              S&P
                Rating

            
	
              Offered
                

              Certificates:

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class
                I-A-1

            	 	
              $93,500,000

            	 	
              I

            	 	
              5.50000%

            	 	
              Super
                Senior/Pass-Through

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                I-A-2

            	 	
              $2,895,345

            	 	
              I

            	 	
              5.50000%

            	 	
              Senior
                Support/Pass-Through

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                I-A-PO

            	 	
              $385,728

            	 	
              I

            	 	
              (2)

            	 	
              Senior/Principal
                Only/Exchangeable(6)

            	 	
              N/A

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                I-A-X

            	 	
              $91,327,024

            	 	
              I

            	 	
              Variable(4)

            	 	
              Senior/Notional/Exchangeable(6)

            	 	
              weighted
                average rate(s)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-1

            	 	
              $66,000,000

            	 	
              II

            	 	
              5.51875%

            	 	
              Super
                Senior/Pass-Through/Floater/Exchangeable(6)

            	 	
              LIBOR
                + .70%(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-2

            	 	
              $66,000,000

            	 	
              II

            	 	
              1.48125%

            	 	
              Super
                Senior/Notional/Pass-Through/Inverse Floater/Exchangeable(6)

            	 	
              6.30%
                - LIBOR(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-3

            	 	
              $11,000,000

            	 	
              II

            	 	
              (2)

            	 	
              Super
                Senior/Principal Only/Pass-Through/Exchangeable(6)

            	 	
              N/A

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-4

            	 	
              $2,803,707

            	 	
              II

            	 	
              6.00000%

            	 	
              Senior
                Support/Pass-Through

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-5

            	 	
              $66,000,000

            	 	
              II

            	 	
              5.46875%

            	 	
              Super
                Senior/Pass-Through/Floater/Exchanged(6)

            	 	
              LIBOR
                + .65%(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-6

            	 	
              $66,000,000

            	 	
              II

            	 	
              1.53125%

            	 	
              Super
                Senior/Notional/Inverse Floater/Exchangeable(6)
                /Exchanged(6)

            	 	
              6.35%
                - LIBOR(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-7

            	 	
              $66,000,000

            	 	
              II

            	 	
              5.56875%

            	 	
              Super
                Senior/Pass-Through/Floater/Exchanged(6)

            	 	
              LIBOR
                + .75%(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-8

            	 	
              $66,000,000

            	 	
              II

            	 	
              1.43125%

            	 	
              Super
                Senior/Notional/Inverse Floater/Exchangeable(6)

              /Exchanged(6)

            	 	
              6.25%
                - LIBOR(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-9

            	 	
              $11,000,000

            	 	
              II

            	 	
              8.88750%

            	 	
              Super
                Senior/Pass-Through/Inverse Floater/Exchanged(6)

            	 	
              37.80%
                - (LIBOR * 6.00)(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-10

            	 	
              $11,000,000

            	 	
              II

            	 	
              9.18750%

            	 	
              Super
                Senior/Pass-Through/Inverse Floater/Exchanged(6)

            	 	
              38.10%
                - (LIBOR * 6.00)(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-11

            	 	
              $11,000,000

            	 	
              II

            	 	
              8.58750%

            	 	
              Super
                Senior/Pass-Through/Inverse Floater/Exchanged(6)

            	 	
              37.50%
                - (LIBOR * 6.00)(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-12

            	 	
              $77,000,000

            	 	
              II

            	 	
              6.00000%

            	 	
              Super
                Senior/Pass-Through/Exchanged(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-PO

            	 	
              $1,378,785

            	 	
              II

            	 	
              (2)

            	 	
              Senior/Principal
                Only/Exchangeable(6)

            	 	
              N/A

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                II-A-X

            	 	
              $38,888,223

            	 	
              II

            	 	
              Variable(4)

            	 	
              Senior/Notional/Exchangeable(6)

            	 	
              weighted
                average rate(s)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-1

            	 	
              $26,100,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/NAS/Exchangeable(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-2

            	 	
              $92,633,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/Sequential/Exchangeable(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-3

            	 	
              $92,547,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/Sequential/Exchangeable(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-4

            	 	
              $41,720,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/Sequential/Exchangeable(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-5

            	 	
              $7,662,941

            	 	
              III

            	 	
              6.00000%

            	 	
              Senior
                Support/Pass-Through

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-6

            	 	
              $253,000,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/Pass-Through/Exchanged(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-7

            	 	
              $185,180,000

            	 	
              III

            	 	
              6.00000%

            	 	
              Super
                Senior/Sequential/Exchanged(6)

            	 	
              Fixed

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-8

            	 	
              $216,857,000

            	 	
              III

            	 	
              5.81875%

            	 	
              Super
                Senior/Pass-Through/Floater/Exchanged(6)

            	 	
              LIBOR
                + 1.00%(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-9

            	 	
              $36,143,000

            	 	
              III

            	 	
              7.08749%

            	 	
              Super
                Senior/Pass-Through/Inverse Floater/Exchanged(6)

            	 	
              35.99986166%
                - (LIBOR * 5.99997233)(7)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-PO

            	 	
              $1,609,090

            	 	
              III

            	 	
              (2)

            	 	
              Senior/Principal
                Only/Exchangeable(6)

            	 	
              N/A

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                III-A-X

            	 	
              $224,687,769

            	 	
              III

            	 	
              Variable(4)

            	 	
              Senior/Notional/Exchangeable(6)

            	 	
              weighted
                average rate(s)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                A-PO

            	 	
              $3,373,603

            	 	
              I,
                II and III

            	 	
              (2)

            	 	
              Senior/Principal
                Only/Exchanged(6)

            	 	
              N/A

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                A-X

            	 	
              $354,903,016

            	 	
              I,
                II and III

            	 	
              (8)

            	 	
              Senior/Notional/Exchanged(6)

            	 	
              weighted
                average rate(s)

            	 	
              AAA

            	 	
              AAA

            
	
              Class
                B-1

            	 	
              $5,664,381

            	 	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s) 

            	 	
              AA

            	 	
              AA

            
	
              Class
                B-2

            	 	
              $2,718,903

            	 	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s)

            	 	
              A

            	 	
              A

            
	
              Class
                B-3

            	 	
              $1,359,451

            	 	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s)

            	 	
              BBB

            	 	
              BBB

            
	
              Total
                Offered:

            	 	
              $449,978,331

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Non-Offered
                Certificates:

            	 	
               

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class
                B-4

            	 	
              $1,359,451

            	
               

            	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s)

            	 	
              BB

            	 	
              BB

            
	
              Class
                B-5

            	 	
              $679,726

            	 	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s)

            	 	
              B

            	 	
              B

            
	
              Class
                B-6

            	 	
              $1,132,876

            	 	
              I,
                II and III

            	 	
              Variable(5)

            	 	
              Subordinate

            	 	
              weighted
                average rate(s)

            	 	
              NR

            	 	
              NR

            
	
              Class
                R(3)

            	 	
              $100

            	 	
              I,
                II and III

            	 	
              5.50000%

            	 	
              Senior/Residual

            	 	
              Fixed

            	 	
              NR

            	 	
              NR

            
	
              Total
                Non-Offered:

            	 	
              $3,172,153

            	
               

            	 	 	 	 	 	 	 	 	 	 	 
	
              Total:

            	 	
              $453,150,484

            	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              (1)

            	
              Approximate.
                Subject to variance of plus or minus
                5%.

            


    

     

    
      	(2)	
              The
                Class I-A-PO, Class II-A-PO, Class II-A-3, Class III-A-PO and Class
                A-PO
                certificates are principal-only certificates and are not entitled
                to
                payment of interest.

            


    

     

    
      	(3)	
              The
                Class R certificates will represent the sole class of residual interests
                in each REMIC.

            


    

     

    
      	(4)	
              The
                pass-through rate of the Class I-A-X, Class II-A-X and Class III-A-X
                Certificates varies according to the weighted average of the excess
                of the
                Net Mortgage Rate on the Premium Mortgage Loans in the related loan
                group
                over the related pool strip rate, (which is 5.50%, 6.00% and 6.00%
                for
                loan group I, loan group II and loan group III, respectively). For
                the
                purpose of calculating interest payments on the Class I-A-X, Class
                II-A-X
                and Class III-A-X Certificates, interest will accrue on a notional
                amount
                equal to the aggregate Stated Principal Balance of the Premium Mortgage
                Loans in the related loan group, which is initially $91,327,024,
                $38,888,223 and $224,687,769 for loan group I, loan group II and
                loan
                group III, respectively. The initial pass-through rates on the Class
                I-A-X, Class II-A-X and the Class III-A-X Certificates are 0.25765%,
                0.19649% and 0.34684%,
                respectively.

            


    

     

    
      	(5)	
              The
                pass-through rate on the Class B-1, Class B-2, Class B-3, Class B-4,
                Class
                B-5 and Class B-6 Certificates will be equal to a per annum rate
                equal to
                the weighted average of the Group I Strip Rate, Group II Strip Rate
                and
                Group III Strip Rate weighted on the basis of the Subordinate Component
                for the related loan group. The initial pass-through rate for the
                Class
                B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
                will be equal to approximately 5.89008% per
                annum.

            


    

     

    
      	(6)	
              Certain
                proportions of the Exchangeable Certificates and certain Exchanged
                Certificates may be deposited in exchange for one or more classes
                of
                Exchanged Certificates, as applicable, as described under this prospectus
                supplement under “Description
                of the Certificates—Exchangeable Certificates.”
                The maximum initial class certificate balances or notional amounts
                of the
                Exchangeable Certificates are set forth in the table above but are
                not
                included in the aggregate class certificate balance of all the
                certificates offered.

            


    

     

    
      	(7)	
              Subject
                to minimum and maximum rates as described in this prospectus supplement.
                

            


    

     

    
      	(8)	
              The
                pass-through rate on the Class A-X Certificates will be equal to
                the
                weighted average of the pass-through rates of the Class I-A-X, Class
                II-A-X and Class III-A-X Certificates, weighted in proportion to
                their
                respective Notional Amounts.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    THE
      SERIES 2007-2 CERTIFICATES

     

    
      	
              Class

            	 	
              Record
                

              Date(1)

            	 	
              Delay/Accrual
                Period(2)

            	 	
              Final
                Scheduled Distribution Date(3)

            	 	
              Minimum
                Denomination(4)

            	 	
              Incremental
                Denomination

            	 	
              CUSIP
                Number

            	 	
              ISIN
                Number

            
	
              Offered
                Certificates(4):

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class
                I-A-1

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAA7

            	 	
              US40432BAA70

            
	
              Class
                I-A-2

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAB5

            	 	
              US40432BAB53

            
	
              Class
                I-A-PO

            	 	
              CM

            	 	
              N/A

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAD1

            	 	
              US40432BAD10

            
	
              Class
                I-A-X

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAC3

            	 	
              US40432BAC37

            
	
              Class
                II-A-1

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAE9

            	 	
              US40432BAE92

            
	
              Class
                II-A-2

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAF6

            	 	
              US40432BAF67

            
	
              Class
                II-A-3

            	 	
              CM

            	 	
              N/A

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAG4

            	 	
              US40432BAG41

            
	
              Class
                II-A-4

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAH2

            	 	
              US40432BAH24

            
	
              Class
                II-A-5

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAJ8

            	 	
              US40432BAJ89

            
	
              Class
                II-A-6

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAK5

            	 	
              US40432BAK52

            
	
              Class
                II-A-7

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAL3

            	 	
              US40432BAL36

            
	
              Class
                II-A-8

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAM1

            	 	
              US40432BAM19

            
	
              Class
                II-A-9

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAN9

            	 	
              US40432BAN91

            
	
              Class
                II-A-10

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAP4

            	 	
              US40432BAP40

            
	
              Class
                II-A-11

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAQ2

            	 	
              US40432BAQ23

            
	
              Class
                II-A-12

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAR0

            	 	
              US40432BAR06

            
	
              Class
                II-A-PO

            	 	
              CM

            	 	
              N/A

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAT6

            	 	
              US40432BAT61

            
	
              Class
                II-A-X

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAS8

            	 	
              US40432BAS88

            
	
              Class
                III-A-1

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAU3

            	 	
              US40432BAU35

            
	
              Class
                III-A-2

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAV1

            	 	
              US40432BAV18

            
	
              Class
                III-A-3

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAW9

            	 	
              US40432BAW90

            
	
              Class
                III-A-4

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAX7

            	 	
              US40432BAX73

            
	
              Class
                III-A-5

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAY5

            	 	
              US40432BAY56

            
	
              Class
                III-A-6

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BAZ2

            	 	
              US40432BAZ22

            
	
              Class
                III-A-7

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBA6

            	 	
              US40432BBA61

            
	
              Class
                III-A-8

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBB4

            	 	
              US40432BBB45

            
	
              Class
                III-A-9

            	 	
              DD

            	 	
              0
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBC2

            	 	
              US40432BBC28

            
	
              Class
                III-A-PO

            	 	
              CM

            	 	
              N/A

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBE8

            	 	
              US40432BBE83

            
	
              Class
                III-A-X

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBD0

            	 	
              US40432BBD01

            
	
              Class
                A-PO

            	 	
              CM

            	 	
              N/A

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBG3

            	 	
              US40432BBG32

            
	
              Class
                A-X

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBF5

            	 	
              US40432BBF58

            
	
              Class
                B-1

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBH1

            	 	
              US40432BBH15

            
	
              Class
                B-2

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBJ7

            	 	
              US40432BBJ70

            
	
              Class
                B-3

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBK4

            	 	
              US40432BBK44

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Non-Offered
                Certificates:

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Class
                B-4

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBL2

            	 	
              US40432BBL27

            
	
              Class
                B-5

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBM0

            	 	
              US40432BBM00

            
	
              Class
                B-6

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              $25,000

            	 	
              $1

            	 	
              40432BBN8

            	 	
              US40432BBN82

            
	
              Class
                R

            	 	
              CM

            	 	
              24
                day

            	 	
              September
                2037

            	 	
              20%
                Percentage Interests

            	 	
              N/A

            	 	
              40432BBP3

            	 	
              US40432BBP31

            


    

    


    
      	(1)	
              CM
                =
                For any distribution date, the close of business on the last business
                day
                of the calendar month immediately preceding the distribution date
                (or in
                the case of the first distribution date, the closing date). DD =
                For any
                distribution date, the close of business on the business day immediately
                preceding the distribution date (or in the case of the first distribution
                date, the closing date).

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	(2)	
              24
                day = For any distribution date, the interest accrual period will
                be the
                calendar month immediately preceding the month in which the related
                distribution date occurs (accrued certificate interest on each class
                of
                certificates is calculated on the basis of a 360-day year consisting
                of
                twelve 30-day months). 0 day = For any distribution date, the interest
                accrual period will be the period beginning on the immediately preceding
                distribution date and ending on the calendar day immediately before
                the
                related distribution date, provided that the first Interest Accrual
                Period
                will have 30 days (accrued certificate interest on each class of
                certificates is calculated on the basis of a 360-day year consisting
                of
                twelve 30-day months).

            


    

     

    
      	(3)	
              Calculated
                as the distribution date in the month following the month in which
                the
                latest maturity date of any mortgage loan
                occurs.

            


    

     

    
      	(4)	
              With
                respect to the initial European investors, the underwriters will
                only sell
                offered certificates in minimum total investment amounts of
                $100,000.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    The
      Mortgage Loans have an aggregate Stated Principal Balance as of the Cut-off
      Date
      of $453,150,484.44.

     

    Set
      forth
      below are designations of Classes of Certificates to the categories used
      herein:

     

    
      	
              Adjustable
                Rate Certificates

            	
              Floater
                Certificates and Inverse Floater Certificates.

            
	 	 
	
              Book-Entry
                Certificates

            	
              All
                Classes of Certificates other than the Class R
                Certificates.

            
	 	 
	
              Class A
                Certificates

            	
              Class
                I-A-1, Class I-A-2, Class I-A-PO, Class I-A-X, Class II-A-1, Class
                II-A-2,
                Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class II-A-7,
                Class II-A-8, Class II-A-9, Class II-A-10, Class II-A-11, Class II-A-12,
                Class II-A-PO, Class II-A-X, Class III-A-1, Class III-A-2, Class
                III-A-3,
                Class III-A-4, Class III-A-5, Class III-A-6, Class III-A-7, Class
                III-A-8,
                Class III-A-9, Class III-A-PO, Class III-A-X, Class A-PO and Class
                A-X
                Certificates.

            
	
              Class I-A
                Certificates

            	
              The
                Class I-A-1, Class I-A-2, Class I-A-PO and Class I-A-X
                Certificates.

            
	 	 
	
              Class II-A
                Certificates

            	
              Class
                II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class
                II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-A-10,
                Class
                II-A-11, Class II-A-12, Class II-A-PO and Class II-A-X
                Certificates.

            
	 	 
	
              Class III-A
                Certificates

            	
              Class
                III-A-1, Class III-A-2, Class III-A-3, Class III-A-4, Class III-A-5,
                Class
                III-A-6, Class III-A-7, Class III-A-8, Class III-A-9, Class III-A-PO
                and
                Class III-A-X Certificates.

            
	 	 
	
              Class IO
                Certificates

            	
              Class
                I-A-X, Class II-A-X, Class III-A-X and Class A-X
                Certificates.

            
	 	 
	
              Class PO
                Certificates

            	
              The
                Class I-A-PO, Class II-A-PO, Class III-A-PO and Class A-PO
                Certificates.

            
	 	 
	
              Class R
                Certificates

            	
              Represent
                beneficial ownership of each of the Class R-1 Interest, Class R-2
                Interest
                and Class R-3 Interest.

            
	 	 
	
              ERISA-Restricted
                Certificates

            	
              The
                Junior Subordinate Certificates, Class R Certificates and any Certificate
                with a rating which falls below the lowest applicable permitted rating
                under the Underwriters’ Exemption. 

            
	 	 
	
              Floater
                Certificates:

            	
              Class
                II-A-1, Class II-A-5, Class II-A-7 and Class III-A-8
                Certificates.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              Group
                I Certificates

            	
              Any
                one of the Class I-A-1, Class I-A-2, Class I-A-PO, Class I-A-X and
                Class R
                Certificates.

            
	 	 
	
              Group
                II Certificates

            	
              Any
                one of the Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4,
                Class
                II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class
                II-A-10, Class II-A-11, Class II-A-12, Class II-A-PO and Class II-A-X
                Certificates.

            
	 	 
	
              Group
                III Certificates

            	
              Any
                one of the Class III-A-1, Class III-A-2, Class III-A-3, Class III-A-4,
                Class III-A-5, Class III-A-6, Class III-A-7, Class III-A-8, Class
                III-A-9,
                Class III-A-PO and III-A-X Certificates.

            
	 	 
	
              Interest
                Only Certificates:

            	
              Class
                IO Certificates, Class II-A-2 Certificates, Class II-A-6 Certificates,
                Class II-A-8 Certificates, Class II-A-9 Certificates, Class II-A-10
                Certificates, Class II-A-11 Certificates and Class III-A-9
                Certificates.

            
	 	 
	
              Inverse
                Floater Certificates:

            	
              Class
                II-A-2 Certificates, Class II-A-6 Certificates, Class II-A-8 Certificates,
                Class II-A-9 Certificates, Class II-A-10 Certificates, Class II-A-11
                Certificates and Class III-A-9 Certificates.

            
	 	 
	
              Junior
                Subordinate Certificates

            	
              Class B-4,
                Class B-5 and Class B-6 Certificates.

            
	 	 
	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	 	 
	
              Physical
                Certificates:

            	
              Any
                one of the Class R Certificates.

            
	 	 
	
              Principal
                Only Certificates:

            	
              Class
                II-A-3 and Class PO Certificates.

            
	 	 
	
              Private
                Certificate

            	
              Any
                Junior Subordinate Certificate, Class R Certificate.

            
	 	 
	
              Rating
                Agencies

            	
              Fitch
                and Standard & Poor’s.

            
	 	 
	
              Regular
                Certificates

            	
              All
                Classes of Certificates other than the Class R
                Certificates.

            
	 	 
	
              Residual
                Certificates

            	
              Class R
                Certificates.

            
	 	 
	
              Senior
                Certificate

            	
              Any
                one of the Group I Certificates, the Group II Certificates, the Group
                III
                Certificates, Class A-PO Certificates or Class A-X
                Certificates.

            
	 	 
	
              Senior
                Subordinate Certificates

            	
              Class B-1,
                Class B-2 and Class B-3 Certificates.

            
	 	 
	
              Senior
                Support Certificates

            	
              The
                Class I-A-2, Class II-A-4 and Class III-A-5
                Certificates.

            
	 	 
	
              Subordinate
                Certificate

            	
              Any
                one of the Senior Subordinate Certificates or Junior Subordinate
                Certificates.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    
      	
              Super
                Senior Certificates

            	
              The
                Class I-A-1 Certificates, Class II-A-1 Certificates, Class II-A-2
                Certificates, Class II-A-3 Certificates, Class II-A-5 Certificates,
                Class
                II-A-6 Certificates, Class II-A-7 Certificates, Class II-A-8 Certificates,
                Class II-A-9 Certificates, Class II-A-10 Certificates, Class II-A-11
                Certificates, Class II-A-12 Certificates, Class III-A-1 Certificates,
                Class III-A-2 Certificates, Class III-A-3 Certificates, Class III-A-4
                Certificates, Class III-A-6 Certificates, Class III-A-7 Certificates,
                Class III-A-8 Certificates and Class III-A-9
                Certificates.

            


    

     

    ARTICLE
      I

     

    DEFINITIONS

     

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

     

    10-K
      Filing Deadline:
      As
      defined in Section 8.12(a)(ii).

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan and the related Servicer, the servicing and
      administration of such Mortgage Loan (i) in the same manner in which, and
      with the same care, skill, prudence and diligence with which such Servicer
      generally services and administers similar mortgage loans with similar
      mortgagors (A) for other third parties, giving due consideration to
      customary and usual standards of practice of prudent institutional residential
      mortgage lenders servicing their own mortgage loans or (B) held in such
      Servicer’s own portfolio, whichever standard is higher, and (ii) in
      accordance with applicable local, state and federal laws, rules and
      regulations.

     

    Account:
      Any of
      the Collection Accounts, the Distribution Account and any Escrow Account. Each
      Account shall be an Eligible Account.

     

    Accrued
      Certificate Interest:
      With
      respect to each Distribution Date, (a) in the case of each class of Offered
      Certificates (other than the Interest Only Certificates and Class PO
      Certificates) interest accrued during the related Interest Accrual Period on
      the
      Class Certificate Balance thereof, immediately prior to that Distribution Date
      at the related Pass-Through Rate and (b) in the case of the Interest Only
      Certificates, interest accrued during the related Interest Accrual Period on
      the
      related Notional Amount immediately prior to that Distribution Date at the
      then-applicable Pass-Through Rate that Class for that Distribution Date. In
      each
      case Accrued Certificate Interest on any Class of Certificates will be reduced
      by the amount of:

     

    (i) Prepayment
      Interest Shortfalls on the Mortgage Loans in the related Loan Group (to the
      extent not offset by the related Servicer with a payment of Compensating
      Interest as provided in the related Servicing Agreement); 

     

    (ii) the
      interest portions of Realized Losses, including Excess Special Hazard Losses,
      Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary Losses on the
      Mortgage Loans included in the related Loan Group not allocated solely to one
      or
      more specific Classes of Certificates pursuant to Section 4.04;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (iii) the
      interest portion of any P&I Advances that were made with respect to
      delinquencies on the Mortgage Loans included in the related Loan Group that
      were
      ultimately determined under the terms of this Agreement to be by the Servicer,
      and reported to the Master Servicer and the Securities Administrator under
      the
      terms of this Agreement as, Excess Special Hazard Losses, Excess Fraud Losses,
      Excess Bankruptcy Losses or Extraordinary Losses; and

     

    (iv) any
      other
      interest shortfalls not allocated solely to one or more Specific Classes of
      Certificates pursuant to Section 4.04, including interest that is not
      collectible from the Mortgagor pursuant to the Relief Act.

     

    The
      related Loan Group Senior Percentage of these reductions with respect to the
      related Loan Group, will be allocated among the Holders of the related Senior
      Certificates, in proportion to the amounts of Accrued Certificate Interest
      that
      would have been payable to those Certificates on that Distribution Date absent
      such reductions. The remainder of these reductions will be allocated among
      the
      Holders of the Subordinate Certificates, in proportion to the respective amounts
      of Accrued Certificate Interest that would have been payable to those
      Certificates on that Distribution Date absent such reductions. In addition
      to
      that portion of the reductions described in the preceding sentences that are
      allocated to any Class of Subordinate Certificates, Accrued Certificate Interest
      on such Class of Subordinate Certificates will be reduced by the interest
      portion of Realized Losses that are allocated solely to such Class of
      Subordinate Certificates pursuant to Section 4.04.

     

    Additional
      Disclosure Notification:
      The
      form of notice set forth on Exhibit Y.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 8.12(a)(i).

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 8.12(a)(ii).

     

    Advance:
      Any
      P&I Advance or Servicing Advance.

     

    Affiliate:
      With
      respect to any Person, any other Person controlling, controlled by or under
      common control with such first Person. For the purposes of this definition,
      “control” means the power to direct the management and policies of such Person,
      directly or indirectly, whether through the ownership of voting securities,
      by
      contract or otherwise; and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing.

     

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

     

    American
      Home Servicing:
      American Home Mortgage Servicing, Inc.

     

    Amounts
      Held for Future Distribution:
      As to
      the Certificates on any Distribution Date, the aggregate amount held in the
      Collection Accounts of the Servicers at the close of business on the related
      Determination Date on account of (i) Principal Prepayments, Insurance
      Proceeds, Condemnation Proceeds, Liquidation Proceeds and Subsequent Recoveries
      on the Mortgage Loans received after the end of the related Prepayment Period
      and (ii) all Scheduled Payments on the Mortgage Loans due after the end of
      the related Due Period.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form (other than the assignee’s name and recording information not
      yet returned from the recording office), reflecting the sale of the Mortgage
      to
      the Trustee.

     

    Available
      Funds:
      With
      respect to any Distribution Date and each Loan Group, to the extent received
      by
      the Securities Administrator (x) the sum of (i) all scheduled
      installments of interest (net of the related Servicing Fees and any Lender
      paid
      Primary Mortgage Insurance Policy premiums) and principal due on the Due Date
      on
      the related Mortgage Loans in the related Due Period and received by the
      Servicers on or prior to the related Determination Date, together with any
      P&I Advances in respect thereof; (ii) all Condemnation Proceeds,
      Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received
      by
      the Servicers during the related Prepayment Period (in each case, net of
      unreimbursed expenses incurred in connection with a liquidation or foreclosure
      and unreimbursed Advances, if any); (iii) all Curtailments or Principal
      Prepayments in Full on the related Mortgage Loans received by the Servicers
      during the related Prepayment Period together with all Compensating Interest
      paid by the Servicers in connection therewith (excluding any Prepayment
      Charges); (iv) all Substitution Adjustment Amounts with respect to the
      substitutions of Mortgage Loans in such Loan Group that occur on or prior to
      the
      related Determination Date; (v) all amounts received with respect to such
      Distribution Date as the Repurchase Price in respect of a Mortgage Loan
      repurchased by a Mortgage Loan Seller or the Sponsor on or prior to the related
      Determination Date; and (vi) the proceeds with respect to the termination
      of the Trust Fund pursuant to clause (a) of Section 12.01;
      reduced by (y) amounts in reimbursement for Advances previously made with
      respect to the Mortgage Loans in such Loan Group and other amounts as to which
      the Servicers, the Depositor, the Master Servicer, the Securities Administrator
      or the Trustee are entitled to be paid or reimbursed pursuant to the Servicing
      Agreements or this Agreement.

     

    Back-up
      Certification:
      As
      defined in Section 3.05.

     

    Bankruptcy
      Amount:
      As of
      any Determination Date, an amount equal to $113,493 as reduced by (i) the
      aggregate amount of Bankruptcy Losses allocated solely to one or more specific
      Classes of Certificates in accordance with Section 4.04 and (ii) any
      permissible reductions in the Bankruptcy Amount as evidenced by a letter of
      each
      Rating Agency to the Securities Administrator and the Master Servicer to the
      effect that any such reduction will not result in a downgrading, qualification
      or withdrawal of the then current ratings assigned to the Classes of
      Certificates rated by it.

     

    Bankruptcy
      Losses:
      Any
      Realized Losses attributable to certain actions which may be taken by a
      bankruptcy court in connection with a Mortgage Loan, including a reduction
      by a
      bankruptcy court of the Stated Principal Balance of or the Mortgage Rate on
      a
      Mortgage Loan or an extension of maturity.

     

    Book-Entry
      Certificates:
      As
      specified in the Preliminary Statement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

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

     

    Cash
      Liquidation:
      As to
      any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO
      Acquisition occurred, a determination by the applicable Servicer that it has
      received all Insurance Proceeds, Liquidation Proceeds and other payments or
      cash
      recoveries which such Servicer reasonably and in good faith expects to be
      finally recoverable with respect to such Mortgage Loan.

     

    Certificate:
      Any one
      of the Certificates executed and authenticated by the Securities Administrator
      in substantially the forms attached hereto as exhibits.

     

    Certificate
      Group:
      As
      applicable, each of the Group I Certificates, the Group II Certificates and
      the
      Group III Certificates.

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or any
      Affiliate of the Depositor shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided, however, that if any such
      Person (including the Depositor) owns 100.00% of the Percentage Interests
      evidenced by a Class of Certificates, such Certificates shall be deemed to
      be Outstanding for purposes of any provision hereof that requires the consent
      of
      the Holders of Certificates of a particular Class as a condition to the
      taking of any action hereunder. The Securities Administrator is entitled to
      rely
      conclusively on a certification of the Depositor or any Affiliate of the
      Depositor in determining which Certificates are registered in the name of an
      Affiliate of the Depositor.

     

    Certification
      Parties:
      As
      defined in Section 3.05.

     

    Certifying
      Person:
      As
      defined in Section 3.05.

     

    Class:
      All
      Certificates bearing the same class designation as set forth in the Preliminary
      Statement.

     

    Class A
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class A-PO
      Certificates:
      All
      Certificates bearing the Class designation of “Class A-PO”. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Class A-X
      Certificates:
      All
      Certificates bearing the Class designation of “Class A-X”.

     

    Class
      A-X Notional Amount:
      The sum
      of (a) the Class I-A-X Notional Amount, (b) the Class II-A-X Notional Amount
      and
      (c) the Class III-A-X Notional Amount.

     

    Class B-1
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-1”.

     

    Class B-2
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-2”.

     

    Class B-3
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-3”.

     

    Class B-4
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-4”.

     

    Class B-5
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-5”.

     

    Class B-6
      Certificates:
      All
      Certificates bearing the Class designation of “Class B-6”.

     

    Class Certificate
      Balance:
      With
      respect to any Offered Certificate, other than the Interest Only Certificates,
      as of any date of determination, an amount equal to the initial Class
      Certificate Balance of that Certificate reduced by the aggregate of (a) all
      amounts allocable to principal previously distributed with respect to that
      Certificate and (b) any reductions in the Class Certificate Balance of that
      Certificate deemed to have occurred in connection with allocations of Realized
      Losses in the manner described in this Agreement, provided that, the Class
      Certificate Balance of any Class of Certificates outstanding with the Highest
      Priority to which Realized Losses related to a Mortgage Loan, other than Excess
      Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard Losses and
      Extraordinary Losses, have been allocated shall be increased by any Subsequent
      Recoveries related to that Mortgage Loan not previously allocated as set forth
      in Section 4.02(h), and the Class Certificate Balance of the Class of
      Certificates with a Class Certificate Balance greater than zero with the Lowest
      Priority shall be further reduced by an amount equal to the percentage interest
      evidenced thereby multiplied by the excess, if any, of (i) the then-aggregate
      Class Certificate Balance of all Classes of Certificates then outstanding over
      (ii) the then-aggregate Stated Principal Balance of all of the Mortgage Loans.
      The Class Certificate Balance of any Exchangeable Certificates or Exchanged
      Certificates that are not outstanding on any date will equal to zero.


     

    Class
      I-A Certificates:
      As
      specified in the Preliminary Statement.

     

    Class I-A-1
      Certificates:
      All
      Certificates bearing the Class designation of “Class I-A-1”.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Class I-A-2
      Certificates:
      All
      Certificates bearing the Class designation of “Class I-A-2”.

     

    Class I-A-PO
      Certificates:
      All
      Certificates bearing the Class designation of “Class I-A-PO”.

     

    Class I-A-X
      Certificates:
      All
      Certificates bearing the Class designation of “Class I-A-X”.

     

    Class
      I-A-X Notional Amount:
      Class
      I-A-X Notional Amount on each Distribution Date will be equal to the aggregate
      Stated Principal Balance of the Mortgage Loans in Loan Group I having Net
      Mortgage Rates greater than or equal to 5.50% per annum (the “Loan
      Group I Premium Loans”).

     

    Class II-A-1
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-1”.

     

    Class II-A-2
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-2”.

     

    Class II-A-3
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-3”.

     

    Class II-A-4
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-4”.

     

    Class II-A-5
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-5”.

     

    Class II-A-6
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-6”.

     

    Class II-A-7
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-7”.

     

    Class II-A-8
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-8”.

     

    Class II-A-9
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-9”.

     

    Class II-A-10
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-10”.

     

    Class II-A-11
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-11”.


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Class II-A-12
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-12”.


     

    Class II-A-PO
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-PO”.


     

    Class II-A-X
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A-X”. 

     

    Class
      II-A-X Notional Amount:
      Class
      II-A-X Notional Amount on each Distribution Date will be equal to the aggregate
      Stated Principal Balance of the Mortgage Loans in Loan Group II having Net
      Mortgage Rates greater than or equal to 6.00% per annum (the “Loan
      Group II Premium Loans”).

     

    Class III-A-1
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-1”.

     

    Class III-A-2
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-2”.

     

    Class III-A-3
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-3”.

     

    Class III-A-4
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-4”.

     

    Class III-A-5
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-5”.

     

    Class III-A-6
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-6”.

     

    Class III-A-7
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-7”.

     

    Class III-A-8
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-8”.

     

    Class III-A-9
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-9”.

     

    Class III-A-PO
      Certificates:
      All
      Certificates bearing the Class designation of
“Class III-A-PO”.

     

    Class III-A-X
      Certificates:
      All
      Certificates bearing the Class designation of “Class III-A-X”.


     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    Class
      III-A-X Notional Amount: Class
      III-A-X Notional Amount on
      each
      Distribution Date will be equal to the aggregate Stated Principal Balance of
      the
      Mortgage Loans in loan group III having Net Mortgage Rates greater than or
      equal
      to 6.00% per annum (the “Loan
      Group III Premium Loans”).

     

    Class
      PO Collection Shortfall:
      With
      respect to Loan Group I, Loan Group II or Loan Group III and each Cash
      Liquidation or REO Disposition of a Discount Mortgage Loan in such Loan Group
      in
      connection with each Distribution Date or any prior Distribution Date, the
      extent that (1) the amount included under clause (iii) of the definition of
      Class PO Principal Distribution Amount for that Distribution Date is less than
      (2) the amount described in (a) under clause (iii) of the definition of Class
      PO
      Principal Distribution Amount.

     

    Class
      PO Principal Distribution Amount:
      With
      respect to any Distribution Date and Loan Group I, Loan Group II or Loan Group
      III, an amount equal to the aggregate of:

     

    (i) the
      related Discount Fraction of the principal portion of the Scheduled Payment
      on
      each Discount Mortgage Loan in the related Loan Group due during the related
      Due
      Period, whether or not received on or prior to the related Determination Date,
      less the related Discount Fraction of the principal portion of any related
      Debt
      Service Reductions which together with other Bankruptcy Losses are in excess
      of
      the Bankruptcy Amount;

     

    (ii) the
      related Discount Fraction of the principal portion of all unscheduled
      collections on each Discount Mortgage Loan in the related Loan Group received
      during the preceding calendar month or, in the case of a Principal Prepayment,
      during the related Prepayment Period (other than amounts received in connection
      with a Cash Liquidation or REO Disposition of a Discount Mortgage Loan in the
      related Loan Group described in clause (iii) below) including Principal
      Prepayments and repurchases of Discount Mortgage Loans (or, in the case of
      a
      substitution of a Deleted Mortgage Loan that is a Discount Mortgage Loan, the
      Discount Fraction of the amount of any Substitution Adjustment Amount deposited
      in the Collection Account in connection with such substitution);

     

    (iii) in
      connection with the Cash Liquidation or REO Disposition of a Discount Mortgage
      Loan in the related Loan Group that did not result in any Excess Special Hazard
      Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
      an amount equal to the lesser of (a) the applicable Discount Fraction of the
      Stated Principal Balance of that Discount Mortgage Loan immediately prior to
      that Distribution Date and (b) the aggregate amount of collections on that
      Discount Mortgage Loan to the extent applied as recoveries of
      principal;

     

    (iv) any
      amounts allocable to principal for the related Loan Group for any previous
      Distribution Date calculated pursuant to clauses (i) through (iii) above that
      remain undistributed; and

     

    (v) an
      amount
      equal to the aggregate of the related Class PO Collection Shortfalls for all
      Distribution Dates on or prior to such Distribution Date, less any amounts
      paid
      under this clause on a prior Distribution Date, until paid in full; provided,
      that distributions under this clause (v) shall only be made to the extent of
      Eligible Funds for the related Loan Group on any Distribution Date.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, on or after the Credit Support Depletion Date, the Class PO
      Principal Distribution Amount with respect to any Distribution Date and Loan
      Group I, Loan Group II or Loan Group III will equal the Discount Fraction of
      the
      principal portion of Scheduled Payments and all collections other than Scheduled
      Payments received or advanced in respect of the Discount Mortgage Loans in
      Loan
      Group I, Loan Group II or Loan Group III.

     

    Class R
      Certificates:
      As set
      forth in the Preliminary Statement.

     

    Class
      R-1 Interest:
      The
      sole class of “residual interests” in REMIC 1 within the meaning of the REMIC
      Provisions, beneficial ownership of which is evidenced by the Class R
      Certificates.

     

    Class
      R-2 Interest:
      The
      sole class of “residual interests” in REMIC 2 within the meaning of the REMIC
      Provisions, beneficial ownership of which is evidenced by the Class R
      Certificates.

     

    Class
      R-3 Interest:
      The
      sole class of “residual interests” in REMIC 3 within the meaning of the REMIC
      Provisions, beneficial ownership of which is evidenced by the Class R
      Certificates.

     

    Closing
      Date:
      October
      30, 2007.

     

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

     

    Collection
      Account:
      With
      respect to each Servicer, the account defined as “Custodial Account” in the
      related Servicing Agreement.

     

    Combination
      Group:
      means
      each of the Combination Groups as set forth on Schedule II hereto, as
      applicable.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      For any
      Distribution Date and any Loan Group, the amount of funds paid by the applicable
      Servicer under the related Servicing Agreement in respect of Prepayment Interest
      Shortfall related to the Mortgage Loans in such Loan Group.

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation.

     

    Corporate
      Trust Office:
      With
      respect to the Securities Administrator, (i) for transfer, presentation or
      surrender of Certificates, the office at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Client Manager - HALO 2007-2, and
      (ii)
      for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Client Manager - HALO 2007-2 or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer and the Trustee. With
      respect to the Trustee, the designated office of the Trustee in the State of
      California at which any particular time its corporate trust business with
      respect to this Agreement is administered, which office at the date of the
      execution of this Agreement is located at 1761 East St. Andrew Place, Santa
      Ana,
      California 92705 4934, Attention: Trust Administration - HB07A2, facsimile
      number (714) 247-6329, and its telephone number is (714) 247-6000 and which
      is
      also the address to which notices to and correspondence with the Trustee under
      this Agreement should be directed. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Countrywide
      Servicing:
      Countrywide Home Loans Servicing LP.

     

    Credit
      Support Depletion Date:
      The
      first Distribution Date on which the aggregate Class Certificate Balances of
      the
      Subordinate Certificates has been reduced to zero.

     

    Curtailment:
      Any
      Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
      in
      Full.

     

    Custodial
      File:
      The
      meaning assigned to such term in Section 2.01(b).

     

    Custodian:
      Initially, Wells Fargo, or any successor custodian appointed
      hereunder.

     

    Cut-off
      Date:
      October
      1, 2007.

     

    Cut-off
      Date Pool Principal Balance:
      The
      aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off
      Date.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the Stated Principal Balance thereof as of the close of
      business on the Cut-off Date.

     

    Data
      Tape Information:
      With respect to each Mortgage Loan, the same information (provided as of the
      Cut-off Date) included in the data fields specified under the definition of
      “Mortgage Loan Schedule” in the applicable Transfer Agreement, with such
      additions and modifications as agreed upon by the applicable Mortgage Loan
      Seller and the Depositor.

     

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

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation of the related Mortgaged Property
      by a
      court of competent jurisdiction in an amount less than then outstanding
      principal balance of the Mortgage Loan, which valuation results from a
      proceeding initiated under the United States Bankruptcy Code.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Definitive
      Certificates:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan repurchased by a Mortgage Loan Seller or the Sponsor and removed
      from the Trust Fund.

     

    Delinquent:
      As used
      herein, a Mortgage Loan is considered to be delinquent with respect to a
      Scheduled Payment due on a Due Date if such Scheduled Payment is not made by
      the
      close of business on the day immediately preceding the Mortgage Loan’s next
      succeeding Due Date, and a Mortgage Loan would be more than 30-days Delinquent
      with respect to such Scheduled Payment if such Scheduled Payment were not made
      by the close of business on the day immediately preceding the Mortgage Loan’s
      second succeeding Due Date. Additionally a Mortgage Loan is considered to be
      delinquent if a Servicing Modification to the related Mortgage Note was made
      after the Cut-Off Date in each case during the period which includes the next
      twelve Distribution Dates following the Servicing Modification.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Balance of this Certificate” (or initial notional balance,
      in the case of the Interest Only Certificates) or the Percentage Interest
      appearing on the face thereof.

     

    Depositor:
      HSI
      Asset Securitization Corporation, a Delaware corporation, and its successors
      in
      interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is CEDE & Co., as 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
      Institution:
      Any
      depository institution or trust company, including the Trustee and the
      Securities Administrator, that (a) is incorporated under the laws of the
      United States of America or any State thereof, (b) is subject to
      supervision and examination by federal or state banking authorities and
      (c) has outstanding unsecured commercial paper or other short-term
      unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1
      by Standard & Poor’s, if the amounts on deposit represent less
      than 20% of the initial par value of the securities, are not intended to be
      used
      as credit enhancement, and are to be held in the account for less than 30
      days.

     

    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:
      For
      each Remittance Date (i) with respect to Wells Fargo, as Servicer and
      Countrywide Servicing, the Business Day immediately preceding such Remittance
      Date, (ii) with respect to HSBC Mortgage, the 16th
      day of
      the calendar month in which such Remittance Date occurs, or if that day is
      not a
      Business Day, the immediately preceding Business Day and (iii) with respect
      to
      SunTrust, the 15th
      day of
      the calendar month in which such Remittance Date occurs, or if that day is
      not a
      Business Day, the immediately preceding Business Day.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Discount
      Fraction:
      With
      respect to each Discount Mortgage Loan (a) in Loan Group I, a fraction,
      expressed as a percentage, the numerator of which is 5.50% minus the Net
      Mortgage Rate for such Discount Mortgage Loan in Loan Group I and the
      denominator of which is 5.50%, (b) in Loan Group II, a fraction, expressed
      as a
      percentage, the numerator of which is 6.00% minus the Net Mortgage Rate for
      such
      Discount Mortgage Loan in Loan Group II and the denominator of which is 6.00%
      and (c) in Loan Group III, a fraction, expressed as a percentage, the numerator
      of which is 6.00% minus the Net Mortgage Rate for such Discount Mortgage Loan
      in
      Loan Group III and the denominator of which is 6.00%.

     

    Discount
      Mortgage Loan:
      With
      respect to Loan Group I, any Mortgage Loan in Loan Group I with a Net Mortgage
      Rate less than 5.50% per annum, with respect to Loan Group II, any Mortgage
      Loan
      in Loan Group II with a Net Mortgage Rate less than 6.00% per annum and with
      respect to Loan Group III, any Mortgage Loan in Loan Group III with a Net
      Mortgage Rate less than 6.00% per annum.

     

    Disqualified
      Non-U.S. Person:
      With
      respect to the Class R Certificates, and the Class R-1 Interest, the Class
      R-2 Interest and the Class R-3 Interest evidenced thereby, any Non-U.S. Person
      or agent thereof other than (i) a Non-U.S. Person that holds the
      Class R Certificate in connection with the conduct of a trade or business
      within the United States and has furnished the transferor and the Securities
      Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Person
      that has delivered to both the transferor and the Securities Administrator
      an
      opinion acceptable in form and substance to both the transferor and the
      Securities Administrator, in their sole discretion, written by a nationally
      recognized tax counsel to the effect that the transfer of the Class R
      Certificate to it is in accordance with the requirements of the Code and the
      regulations promulgated thereunder and that such transfer of the Class R
      Certificate will not be disregarded for federal income tax purposes or otherwise
      cause any adverse affect to any REMIC formed hereunder or to any
      Certificateholder pursuant to the REMIC provisions.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.01(c) in the name of the Securities Administrator as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “Wells Fargo Bank, N.A. as paying agent in trust for registered
      holders of HSI Asset Loan Obligation Trust 2007-2 Mortgage Pass-Through
      Certificates, Series 2007-2”. Funds in the Distribution Account shall be held in
      trust for the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    Distribution
      Date:
      The
      25th day of each calendar month, or if such day is not a Business Day, the
      next
      succeeding Business Day, commencing in November, 2007.

     

    Document
      Certification and Exception Report:
      The
      form of report attached to Exhibit F hereto.

     

    Due
      Date:
      For a
      Mortgage Loan, the date specified in the related Mortgage Note on which the
      monthly scheduled payment of interest and principal (or interest only during
      the
      applicable interest-only period, if any, following origination) is
      due.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

     

    EDGAR:
      The
      Commission’s Electronic Data Gathering and Retrieval System.

     

    Eligible
      Account:
      Either
      (i) an account maintained with a federal or state-chartered depository
      institution or trust company that complies with the definition of Eligible
      Institution, (ii) an account maintained with the corporate trust department
      of a
      federal depository institution or state-chartered depository institution subject
      to regulations regarding fiduciary funds on deposit similar to Title 12 of
      the
      U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has
      corporate trust powers and is acting in its fiduciary capacity or (iii) any
      other account acceptable to each Rating Agency; provided, however, that if
      any
      account maintained pursuant to this Agreement no longer complies with this
      definition of Eligible Account, then the funds in such account shall promptly
      (and in any case within 30 calendar days) be transferred to an Eligible Account.
      Eligible Accounts may bear interest, and may include, if otherwise qualified
      under this definition, accounts maintained with the Securities
      Administrator.

     

    Eligible
      Funds:
      With
      respect to any Distribution Date and each Loan Group, the portion, if any,
      of
      the Available Funds for such Loan Group remaining after reduction by the sum
      of
      the related Senior Principal Distribution Amount (in each case determined
      without regard to Section 4.02(a)(iii)(E)), the Class PO Principal Distribution
      Amount (determined without regard to clause (v) of its definition), the Senior
      Interest Distribution Amount, and the aggregate amount of Accrued Certificate
      Interest on the Senior Subordinate Certificates, Class B-4 and Class B-5
      Certificates.

     

    Eligible
      Institution:
      A
      federal or state-chartered depository institution or trust company the
      commercial paper, short-term debt obligations, or other short-term deposits
      of
      which are rated at least “A-1+” by Standard & Poor’s if the amounts on
      deposit are to be held in the account for no more than 365 days, “P-1” by
      Moody’s and “F1+” by Fitch (or a comparable rating if another Rating Agency is
      specified by the Depositor by written notice to each of the Servicers and the
      Securities Administrator) or long-term unsecured debt obligations are rated
      at
      least “AA-” by Standard & Poor’s if the amounts on deposit are to be held in
      the account for no more than 365 days; provided that, if Standard & Poor’s
      is a Rating Agency, if the institution’s rating falls below “A-1” (or below “A+”
if it has no short-term rating), the account must be moved within 30 days to
      another institution that is rated at least “A-1” (or “A+” or higher if it has no
      short-term rating).

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption (“PTE”) 96-84, 61 Fed.
      Reg. 58234 (1996), as amended by PTE 97-34, 62 Fed. Reg. 39021 (1997),
      PTE 2000-58, 65 Fed. Reg. 67765 (2000), PTE 2002-41, 67 Fed.
      Reg. 54487 (2002) and PTE 2007-05, 72 Fed. Reg. 13130 (2007) (or any
      successor thereto), or any substantially similar administrative exemption
      granted by the U.S. Department of Labor.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

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

     

    Escrow
      Account:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement.

     

    Event
      of Default:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement.

     

    Excess
      Bankruptcy Losses:
      Bankruptcy Losses on the Mortgage Loans in excess of the Bankruptcy
      Amount.

     

    Excess
      Fraud Losses:
      Fraud
      Losses on the Mortgage Loans in excess of the Fraud Loss Amount. 

     

    Excess
      Special Hazard Losses:
      Special
      Hazard Losses on the Mortgage Loans in excess of the Special Hazard Amount.
      

     

    Excess
      Subordinate Principal Amount:
      With
      respect to any Distribution Date on which the Class Certificate Balance of
      Class
      or Classes of Certificates then outstanding with the Lowest Priority is to
      be
      reduced to zero and on which Realized Losses on the Mortgage Loans are to be
      allocated to that Class or those Classes, the amount, if any, by which (i)
      the
      amount of principal that would otherwise be distributable on that Class or
      those
      Classes of Certificates on that Distribution Date is greater than (ii) the
      excess, if any, of the aggregate Class Certificate Balance of that Class or
      those Classes of Certificates immediately prior to that Distribution Date over
      the aggregate amount of Realized Losses to be allocated to that Class or those
      Classes of Certificates on that Distribution Date, as reduced by any amount
      calculated pursuant to clause (v) of the definition of “Class PO Distribution
      Amount.”

     

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

     

    Exchangeable
      Certificates:
       means
      the
      Class I-A-X, Class I-A-PO, Class II-A-1, Class II-A-2, Class II-A-3, Class
      II-A-X, Class II-A-PO, Class III-A-1, Class III-A-2, Class III-A-3, Class
      III-A-4, Class III-A-X and Class III-A-PO Certificates and the Class II-A-6
      Certificates and Class II-A-8 Certificates, if outstanding following an
      exchange.

     

    Exchanged
      Certificates:
       means
      the
      Class II-A-5, Class II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class
      II-A-10, Class II-A-11, Class II-A-12, Class III-A-6, Class III-A-7, Class
      III-A-8, Class III-A-9, Class A-X and Class A-PO Certificates.

     

    Extraordinary
      Loss:
      A
      Realized Loss resulting from damage to a Mortgaged Property that was occasioned
      by war, civil insurrection, certain governmental actions, nuclear reaction
      and
      certain other risks. 

     

    Fannie
      Mae:
      The
      Federal National Mortgage Association, or any successor thereto.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    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 Mortgage Loan Seller or the
      Sponsor as contemplated by this Agreement, any Transfer Agreement or the
      Purchase Agreement, as applicable), a determination made by any Servicer that
      all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
      payments or recoveries which the Servicer, in its reasonable good faith
      judgment, expects to be finally recoverable in respect thereof have been so
      recovered.

     

    Fitch:
      Fitch,
      Inc., or any successor thereto. If Fitch is designated as a Rating Agency in
      the
      Preliminary Statement, for purposes of Section 12.05 the address for
      notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New
      York 10004, Attention: MBS Monitoring - HALO (HSI Asset Loan Obligation
      Trust 2007-2), or such other address as Fitch may hereafter furnish to the
      Depositor and the Securities Administrator.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 8.12(a)(iii).

     

    Fraud
      Loss Amount:
      As of
      the Closing Date, an amount equal to 1.00% of the Stated Principal Balance
      of
      the Mortgage Loans as of the Cut-off Date, subject to reduction from time to
      time, by the amount of Fraud Losses allocated to the Certificates in accordance
      with Section 4.04. In addition, on each anniversary of the Cut-off Date, the
      Fraud Loss Amount will be as follows: (a) on the first anniversaries of the
      Cut-off Date, an amount equal to 1.00% of the then-current Stated Principal
      Balance of the Mortgage Loans, (b) on the second, third and fourth anniversary
      of the Cut-off Date, an amount equal to 0.50% of the then-current Stated
      Principal Balance of the Mortgage Loans, and (c) on the fifth anniversary of
      the
      Cut-off Date, zero. 

     

    Fraud
      Losses:
      A
      Realized Loss incurred on defaulted Mortgage Loans as to which there was a
      fraud
      in the origination of such Mortgage Loan.

     

    Freddie
      Mac:
      The
      Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
      United States created and existing under Title III of the Emergency Home
      Finance Act of 1970, as amended, or any successor thereto.

     

    Grantor
      Trust:
      That
      portion of the Trust Fund consisting of the Grantor Trust Uncertificated REMIC
      3
      Regular Interests.

     

    Grantor
      Trust Account:
      The
      account designated by the Trustee pursuant to Section 5.08(c).

     

    Grantor
      Trust Uncertificated REMIC 3 Regular Interest:
      Any of
      the Uncertificated REMIC 3 Regular Interests, which are beneficially owned
      in
      the form of their related Exchangeable Certificates or Exchanged Certificates
      and rights with respect thereto.

     

    Group
      I Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    Group
      I Strip Rate:
      Is
      equal to 5.50%

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    Group
      II Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    Group
      II Strip Rate:
      Is
      equal to 6.00%

     

    Group
      III Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    Group
      III Strip Rate:
      Is
      equal to 6.00%

     

    Highest
      Priority:
      As of
      any date of determination, the Class of Certificates then outstanding with
      a
      Certificate Balance greater than zero, with the earliest priority for payments
      pursuant to Section 4.02(a), in the following order: Senior Certificates,
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
      Certificates.

     

    HSBC
      Mortgage:
       HSBC
      Mortgage Corporation (USA).

     

    Independent:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the 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, trustee, 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.

     

    Initial
      Certificate Balance:
      With
      respect to each Class of Certificates, the Certificate Balance of such Class
      of
      Certificates as of the Cut-off Date, in the amount set forth in the Preliminary
      Statement.

     

    Initial
      Certification:
      As
      defined in Section 2.02.

     

    Initial
      Subordinate Class Percentage:
      With
      respect to each Class of Subordinate Certificates, an amount which is equal
      to
      the initial aggregate Certificate Balance of such Class of Subordinate
      Certificates divided by the aggregate Stated Principal Balance of all the
      Mortgage Loans as of the Cut-off Date as follows:

     

    
      	
              Class
                B-1: 1.25%

            	 	
              Class
                B-4: 0.30%

            
	
              Class
                B-2: 0.60%

            	 	
              Class
                B-5: 0.15%

            
	
              Class
                B-3: 0.30%

            	 	
              Class
                B-6: 0.25%

            


    

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including, but not limited to, any standard hazard insurance policy, flood
      insurance policy, earthquake insurance policy, title insurance policy or Primary
      Mortgage Insurance Policy (if any), including all riders and endorsements
      thereto in effect, including any replacement policy or policies.

     

    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan, proceeds of Insurance Policies insuring the
      Mortgage Loan or the related Mortgaged Property.

     

    Interest
      Accrual Period:
      For
      each Class of Certificates (other than the Adjustable Rate Certificates) and
      any
      Distribution Date, the calendar month immediately preceding the month in which
      the related Distribution Date occurs, assuming a 360-day year consisting of
      twelve 30-day months. The Interest Accrual Period for the Adjustable Rate
      Certificates and any Distribution Date will be the period beginning on the
      immediately preceding Distribution Date and ending on the calendar day
      immediately before the related Distribution Date, assuming a 360-day year
      consisting of twelve 30-day months, provided that the first Interest Accrual
      Period will have 30 days. 

     

    Interest
      Only Certificates:
      As
      specified in the Preliminary Statement.

     

    Interest
      Transfer Amount:
      With
      respect to any Undercollateralized Group and any Distribution Date, one month’s
      interest on the applicable Principal Transfer Amount at the Strip Rate for
      the
      Class or Classes of Certificates of such Undercollateralized Group, plus any
      shortfall of interest on the Senior Certificates of the applicable
      Undercollateralized Group from prior Distribution Dates.

     

    IRS:
      The
      Internal Revenue Service.

     

    Junior
      Subordinate Certificates:
      As
      specified in the Preliminary Statement.

     

    Late
      Collections:
      With
      respect to any Mortgage Loan and any Due Period, all amounts received after
      the
      Determination Date immediately following such Due Period, whether as late
      payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds,
      Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late
      payments or collections of principal and/or interest due (without regard to
      any
      acceleration of payments under the related Mortgage and Mortgage Note) but
      delinquent for such Due Period and not previously recovered.

     

    LIBOR:
      With
      respect to any Interest Accrual Period for the Adjustable Rate Certificates,
      the
      per annum rate determined on the LIBOR Determination Date in the following
      manner by the Securities Administrator on the basis of the “Interest Settlement
      Rate” set by the British Bankers’ Association (the “BBA”) for one-month United
      States dollar deposits, as such rates appear on the Telerate Page 3750, as
      of
      11:00 a.m. (London time) on such LIBOR Determination Date.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Securities Administrator
      will obtain such rate from Reuters’ “page LIBOR 01” or, if such rate does not
      appear therein, the Securities Administrator will obtain such rate from
      Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR
      Determination Date, LIBOR for such date will be the most recently published
      Interest Settlement Rate. In the event that the BBA no longer sets an Interest
      Settlement Rate, the Securities Administrator will designate an alternative
      index that has performed, or that the Securities Administrator expects to
      perform, in a manner substantially similar to the BBA’s Interest Settlement
      Rate. The Securities Administrator will select a particular index as the
      alternative index only if it receives an Opinion of Counsel, which opinion
      shall
      be an expense reimbursed from the Distribution Account pursuant to Section
      4.01,
      that the selection of such index will not cause any of the REMICs to lose their
      classification as REMICs for federal income tax purposes.

     

    LIBOR
      Determination Date:
      With
      respect to any Interest Accrual Period for the Adjustable Rate Certificates,
      the
      second London Business Day preceding the commencement of such Interest Accrual
      Period.

     

    Liquidated
      Mortgage Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan (including any
      REO
      Property) which was liquidated in the calendar month preceding the month of
      such
      Distribution Date and as to which the applicable Servicer has certified to
      the
      Securities Administrator that it has received all amounts it expects to receive
      in connection with the liquidation of such Mortgage Loan including the final
      disposition of an REO Property.

     

    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a Liquidated Mortgage Loan,
      whether through a trustee’s sale, foreclosure sale or otherwise.

     

    Loan
      Group:
      The
      Group I Mortgage Loans, the Group II Mortgage Loans or the Group III Mortgage
      Loans, as applicable.

     

    Loan
      Group I:
      The
      group of Mortgage Loans comprised of the Group I Mortgage Loans.

     

    Loan
      Group II:
      The
      group of Mortgage Loans comprised of the Group II Mortgage Loans.

     

    Loan
      Group III:
      The
      group of Mortgage Loans comprised of the Group III Mortgage Loans.

     

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

     

    Lower
      Priority:
      As of
      any date of determination and any Class of Certificates, any other Class of
      Certificates then outstanding with a Certificate Balance greater than zero,
      with
      later priority for payments pursuant to Section 4.02(a).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    Lowest
      Priority:
      As of
      any date of determination, the Class of Certificates then outstanding with
      the
      latest priority for payments pursuant to Section 4.02(a), in the following
      order: Senior Certificates, Class B-6, Class B-5, Class B-4, Class B-3, Class
      B-2 and Class B-1 Certificates.

     

    Master
      Servicer:
      Wells
      Fargo Bank, N.A., and any successor in interest, and if a successor master
      servicer is appointed hereunder, such successor.

     

    Master
      Servicer Event of Default:
      As
      defined in Section 9.06.

     

    Master
      Servicing Officer:
      Any
      officer of the Master Servicer involved in, or responsible for, the
      administration and master servicing of the Mortgage Loans.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and
      its
      successors in interest.

     

    MERS
      Designated Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
      has been or will be recorded in the name of MERS, as nominee for the holder
      from
      time to time of the Mortgage Note.

     

    MERS
      Procedure Manual:
      The
      MERS Procedures Manual, as it may be amended, supplemented or otherwise modified
      from time to time.

     

    MERS®
      System:
      MERS
      mortgage electronic registry system, as more particularly described in the
      MERS
      Procedures Manual.

     

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

     

    Monthly
      Statement:
      The
      statement made available to the Certificateholders by the Securities
      Administrator through its website pursuant to Section 4.03.

     

    Moody’s:
      Moody’s
      Investors Service, Inc. If Moody’s is designated as a Rating Agency in the
      Preliminary Statement, for purposes of Section 13.05(c) the address for
      notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, Attention: Residential Mortgage Pass-Through Group,
      HALO (HSI Asset Loan Obligation Trust Series 2007-2), or such other address
      as
      Moody’s may hereafter furnish to the Depositor and the Securities
      Administrator.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument identified on the Mortgage Loan
      Schedule as securing a Mortgage Note.

     

    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan contained in either the Servicing
      File or Custodial File.

     

    Mortgage
      Loan:
      An
      individual Mortgage Loan that is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the
      Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation
      Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds,
      REO
      Disposition proceeds, Prepayment Charges, and all other rights, benefits,
      proceeds and obligations arising from or in connection with such Mortgage Loan,
      excluding replaced or repurchased Mortgage Loans.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

    Mortgage
      Loan Schedule:
      A
      schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee
      on the Closing Date and referred to on Schedule I, such schedule setting
      forth the Data Tape Information with respect to each Mortgage Loan.

     

    Mortgage
      Loan Sellers:
      The
      entities which sold the Mortgage Loans to the Sponsor pursuant to the Transfer
      Agreements.

     

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

     

    Mortgage
      Rate:
      With
      respect to any Mortgage Loan, the annual rate of interest borne by the related
      Mortgage Note from time to time, as of the related Due Date.

     

    Mortgaged
      Property:
      With
      respect to each Mortgage Loan, the real property (or leasehold estate, if
      applicable) identified on the Mortgage Loan Schedule as securing repayment
      of
      the debt evidenced by the related Mortgage Note.

     

    Mortgagor:
      The
      obligor(s) on a Mortgage Note.

     

    NAS
      Amount:
      With
      respect to any Distribution Date, an amount equal to the product of (i) the
      NAS
      Priority Percentage for that Distribution Date, (ii) the NAS Percentage for
      that
      Distribution Date, and (iii) the aggregate collections, for such Distribution
      Date, described in Section 4.02(a)(iii)(A), 4.02(a)(iii)(B), 4.02(a)(iii)(C),
      4.02(a)(iii)(D) and 4.02(a)(iii)(E), to the extent clause 4.02(a)(iii)(E)
      relates to clause 4.02(a)(iii)(A), 4.02(a)(iii)(B) or 4.02(a)(iii)(C), of this
      Agreement for Loan Group III without applying the related Senior Percentage
      and
      the Senior Accelerated Distribution Percentage.

     

    NAS
      Priority Percentage:
      With
      respect to any Distribution Date, a fraction, expressed as a percentage, the
      numerator of which is the aggregate Class Certificate Balance of the Class
      III-A-1 Certificates and the denominator of which is the aggregate Stated
      Principal Balance of the Loan Group III Mortgage Loans other than the Discount
      Fraction of each Discount Mortgage Loan in Loan Group III.

     

    NAS
      Percentage: 
      With
      respect to any Distribution Date occurring prior to the Distribution Date in
      November 2012, 0%. For any Distribution Date occurring after the first five
      years following the Closing Date, a percentage determined as
      follows:

     

    
      	 	
              ·

            	
              for
                any Distribution Date during the sixth year after the Closing Date,
                30%;

            


    

    
      	 	
              ·

            	
              for
                any Distribution Date during the seventh year after the Closing Date,
                40%;

            


    

    
      	 	
              ·

            	
              for
                any Distribution Date during the eighth year after the Closing Date,
                60%;

            


    

    
      	 	
              ·

            	
              for
                any Distribution Date during the ninth year after the Closing Date,
                80%;
                and

            


    

    
    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              for
                any Distribution Date thereafter,
                100%.

            


    

     

    Net
      Mortgage Rate:
      As to
      any Mortgage Loan and any Distribution Date, the excess of the Mortgage Rate
      over the sum of the applicable Servicing Fee Rate and the rate at which any
      lender paid Primary Mortgage Insurance Policy premiums are paid, if
      applicable.

     

    Non-Discount
      Mortgage Loan:
      means
      the Mortgage Loans in each of Loan Group I or Loan Group II other than the
      Discount Mortgage Loans included in such Loan Groups.

     

    Non-Permitted
      Transferee:
      A
      Person other than a Permitted Transferee.

     

    Nonrecoverable
      P&I Advance:
      Any
      P&I Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment (taking into
      account Accepted Servicing Practices) of the applicable Servicer, the Master
      Servicer, as successor servicer, or any successor master servicer including
      the
      Trustee, as applicable, will not or, in the case of a proposed P&I Advance,
      would not be ultimately recoverable from related Late Collections on such
      Mortgage Loan or REO Property as provided herein.

     

    Nonrecoverable
      Servicing Advance:
      Any
      Servicing Advances previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property, which, in accordance with Accepted Servicing
      Practices, will not or, in the case of a proposed Servicing Advance, would
      not
      be ultimately recoverable from related Late Collections.

     

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

     

    Notice
      of Final Distribution:
      The
      notice to be provided by the Securities Administrator pursuant to
      Section 12.02 to the effect that final distribution on any of the
      Certificates shall be made only upon presentation and surrender
      thereof.

     

    Notional
      Amount:
      As of
      any date of determination for the Class II-A-2 Certificates, the Notional Amount
      is equal to the Class Certificate Balance of the Class II-A-1 Certificates.
      For
      Class II-A-6 Certificates, the Notional Amount is equal to the Class Certificate
      Balance of the Class II-A-5 Certificates. For the Class II-A-8 Certificates,
      the
      Notional Amount is equal to the Class Certificate Balance of the Class I-A-7
      Certificates. The Notional Amount for the Class I-A-X Certificates, Class II-A-X
      Certificates and Class III-A-X Certificates will equal the Class I-A-X Notional
      Amount, Class II-A-X Notional Amount and Class III-A-X Notional Amount,
      respectively. The Notional Amount for the Class A-X Certificates will equal
      the
      Class A-X Notional Amount. The Notional Amount of any Exchangeable Certificates
      or Exchanged Certificates that are not outstanding on any date will be equal
      to
      zero.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Offering
      Documents:
      Collectively, the Prospectus, Prospectus Supplement and the Private Placement
      Memorandum.

     

    Officer’s
      Certificate:
      As
      defined in the applicable Servicing Agreement.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

    Opinion
      of Counsel:
      A
      written opinion of counsel, which may be in-house or outside counsel to the
      Depositor, the Sponsor, the Master Servicer or the Trustee, acceptable to the
      Trustee or the Securities Administrator, as applicable, except that any opinion
      of counsel relating to (a) the qualification of any REMIC created hereunder
      as a
      REMIC or (b) compliance with the REMIC Provisions must be an opinion of
      Independent counsel.

     

    Option
      to Purchase:
      On the
      initial or any subsequent Optional Termination Date, the Master Servicer at
      its
      own option may purchase the Mortgage Loans. 

     

    Optional
      Termination Date:
      Any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans, as of the last day of the related Due Period, is less than
      or
      equal to 10.00% of the Cut-off Date Pool Principal Balance.

     

    OTS:
      Office
      of Thrift Supervision, and any successor thereto.

     

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

     

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

     

    (ii) 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 Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero
      which was not the subject of a Principal Prepayment in Full prior to such Due
      Date and which did not become a Liquidated Mortgage Loan prior to such Due
      Date.

     

    Overcollateralized
      Group:
      On any
      Distribution Date, when there is an Undercollateralized Group, any Certificate
      Group on such Distribution Date that is not itself an Undercollateralized
      Group.

     

    Ownership
      Interest:
      As to
      any Residual 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.

     

    P&I
      Advance:
      As to
      any Mortgage Loan or REO Property, any advance made by a Servicer in respect
      of
      any Remittance Date representing the aggregate of all payments of principal
      and
      interest, net of the applicable Servicing Fee and any lender paid Primary
      Mortgage Insurance Policy premiums, that were due during the related Due Period
      on the Mortgage Loans and that were delinquent on the related Determination
      Date, plus certain amounts representing assumed payments not covered by any
      current net income on the Mortgaged Properties acquired by foreclosure or deed
      in lieu of foreclosure as determined pursuant to the related Servicing
      Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

    

    Pass-Through
      Rate:
      means:


     

    With
      respect to the Certificates (other than the Adjustable Rate Certificates, the
      Subordinate Certificates, the Principal Only Certificates and the Class R
      Certificates), and any Distribution Date, the per annum rates set forth in
      the
      Preliminary Statement hereto. For the Adjustable Rate Certificates and the
      Subordinate Certificates and any Distribution Date:

     

    
      	 	
              (i)

            	
              With
                respect to the Class II-A-1 Certificates with respect to the initial
                Interest Accrual Period is 5.51875% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to LIBOR
                plus
                0.70%, with a maximum rate of 7.00% and a minimum rate of 0.70% per
                annum;

            


    

     

    
      	 	
              (ii)

            	
              With
                respect to the Class II-A-2 Certificates with respect to the initial
                Interest Accrual Period is 1.48125% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 6.30%
                minus
                LIBOR, with a maximum rate of 6.30% per annum and a minimum rate
                of 0.00%
                per annum;

            


    

     

    
      	 	
              (iii)

            	
              With
                respect to the Class II-A-5 Certificates with respect to the initial
                Interest Accrual Period is 5.46875% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to LIBOR
                plus
                0.65%, with a maximum rate of the 7.00% and a minimum rate of 0.65%
                per
                annum;

            


    

     

    
      	 	
              (iv)

            	
              With
                respect to the Class II-A-6 Certificates with respect to the initial
                Interest Accrual Period is 1.53125% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 6.35%
                minus
                LIBOR, with a maximum rate of 6.35% per annum and a minimum rate
                of 0.00%
                per annum;

            


    

     

    
      	 	
              (v)

            	
              With
                respect to the Class II-A-7 Certificates with respect to the initial
                Interest Accrual Period is 5.56875% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to LIBOR
                plus
                0.75%, with a maximum rate of 7.00% and a minimum rate of 0.75% per
                annum;

            


    

     

    
      	 	
              (vi)

            	
              With
                respect to the Class II-A-8 Certificates with respect to the initial
                Interest Accrual Period is 1.43125% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 6.25%
                minus
                LIBOR, with a maximum rate of 6.25% per annum and a minimum rate
                of 0.00%
                per annum;

            


    

     

    
      	 	
              (vii)

            	
              With
                respect to the Class II-A-9 Certificates with respect to the initial
                Interest Accrual Period is 8.88750% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 37.80%
                minus
                the product of LIBOR and 6, with a maximum rate of 37.80% and a minimum
                rate of 0.00% per annum;

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              With
                respect to the Class II-A-10 Certificates with respect to the initial
                Interest Accrual Period is 9.18750% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 38.10%
                minus
                the product of LIBOR and 6, with a maximum rate of 38.10% and a minimum
                rate of 0.00% per annum;

            


    

     

    
      	 	
              (ix)

            	
              With
                respect to the Class II-A-11 Certificates with respect to the initial
                Interest Accrual Period is 8.58750% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 37.50%
                minus
                the product of LIBOR and 6, with a maximum rate of 37.50% and a minimum
                rate of 0.00% per annum;

            


    

     

    
      	 	
              (x)

            	
              With
                respect to the Class III-A-8 Certificates with respect to the initial
                Interest Accrual Period is 5.81875% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to LIBOR
                plus
                1.00%, with a maximum rate of 7.00% per annum and a minimum rate
                of 1.00%
                per annum;

            


    

     

    
      	 	
              (xi)

            	
              With
                respect to the Class III-A-9 Certificates with respect to the initial
                Interest Accrual Period is 7.08749% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to 35.99986166%
                minus the product of LIBOR and 5.99997233, with a maximum rate of
                35.99986166% and a minimum rate of 0.00% per
                annum;

            


    

     

    
      	 	
              (xii)

            	
              With
                respect to the Class I-A-X Certificates with respect to the initial
                Interest Accrual Period is 0.25765% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to the
                weighted
                average, based on the Sated Principal Balance of the Premium Mortgage
                Loans in Loan Group I immediately preceding that Distribution Date,
                of the
                Net Mortgage Rate on each of the Premium Mortgage Loans in Loan Group
                I in
                excess of the Group I Strip Rate;

            


    

     

    
      	 	
              (xiii)

            	
              With
                respect to the Class II-A-X Certificates with respect to the initial
                Interest Accrual Period is 0.19649% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to the
                weighted
                average, based on the Sated Principal Balance of the Premium Mortgage
                Loans in Loan Group II immediately preceding that Distribution Date,
                of
                the Net Mortgage Rate on each of the Premium Mortgage Loans in Loan
                Group
                II in excess of the Group II Strip
                Rate;

            


    

     

    
      	 	
              (xiv)

            	
              With
                respect to the Class III-A-X Certificates with respect to the initial
                Interest Accrual Period is 0.34684% per annum, and as to any Interest
                Accrual Period thereafter, will be a per annum rate equal to the
                weighted
                average, based on the Stated Principal Balance of the Premium Mortgage
                Loans in Loan Group III immediately preceding that Distribution Date,
                of
                the Net Mortgage Rate on each of the Premium Mortgage Loans in Loan
                Group
                III in excess the Group III Strip
                Rate;

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xv)

            	
              With
                respect to the Class A-X Certificates and as to any Interest Accrual
                Period, will be a per annum rate equal to the weighted average of
                the
                pass-through rates of the Class I-A-X Certificates, Class II-A-X
                Certificates and Class III-A-X Certificates, weighted in proportion
                to
                their respective Notional Amounts;

            


    

     

    
      	 	
              (xvi)

            	
              With
                respect to the Class B-1 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC; 

            


    

     

    
      	 	
              (xvii)

            	
              With
                respect to the Class B-2 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC;

            


    

     

    
      	 	
              (xviii)

            	
              With
                respect to the Class B-3 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC;

            


    

     

    
      	 	
              (xix)

            	
              With
                respect to the Class B-4 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC;

            


    

     

    
      	 	
              (xx)

            	
              With
                respect to the Class B-5 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC; and

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (xxi)

            	
              With
                respect to the Class B-6 Certificates with respect to the initial
                Interest
                Accrual Period is 5.89008% per annum, and as to any Interest Accrual
                Period thereafter, will be a per annum rate equal to the weighted
                average
                of the Group I Strip Rate, Group II Strip Rate and Group III Strip
                Rate
                weighted on the basis of the Subordinate Component for the related
                Loan
                Group; provided, however, that for federal income tax purposes the
                foregoing shall be expressed as a per annum rate equal to the REMIC
                3
                Subordinate Net WAC;

            


    

     

    The
      Principal Only Certificates have no Pass-Through Rates and are not entitled
      to
      Accrued Certificate Interest.

     

    Percentage
      Interest:
      As to
      any Certificate, the percentage interest evidenced thereby in distributions
      required to be made on the related Class, such percentage interest being set
      forth on the face thereof or equal to the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of the same Class.

     

    Permitted
      Investments:
      Any one
      or more of the following obligations or securities acquired at a purchase price
      of not greater than par, regardless of whether issued by the Securities
      Administrator, the Trustee or any of their respective Affiliates:

     

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

     

    (ii) demand
      and time deposits in, certificates of deposit of, or bankers’ acceptances (which
      shall each have an original maturity of not more than 90 days and, in the
      case of bankers’ acceptances, shall in no event have an original maturity of
      more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars and issued by, any Depository Institution
      and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by
      Moody’s;

     

    (iii) repurchase
      obligations with respect to any security described in clause (i) above
      entered into with a Depository Institution (acting as principal);

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by Fitch, Moody’s and Standard & Poor’s (in
      each case, to the extent they are designated as Rating Agencies in the
      Preliminary Statement), and by each other Rating Agency that rates such
      securities, in its highest long-term unsecured rating categories at the time
      of
      such investment or contractual commitment providing for such
      investment;

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by Fitch,
      Moody’s and Standard & Poor’s (in each case, to the extent they
      are designated as Rating Agencies in the Preliminary Statement), and by each
      other Rating Agency that rates such securities, in its highest short-term
      unsecured debt rating available at the time of such investment;

     

    (vi) units
      of
      money market funds, including money market funds managed by the Trustee, the
      Securities Administrator or an Affiliate thereof, that have been rated “Aaa” by
      Moody’s, “AAA” by Standard & Poor’s and, if rated by Fitch, “AAA”
by Fitch; and

     

    (vii) if
      previously confirmed in writing to the Securities Administrator, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to each of the Rating Agencies as a permitted
      investment of funds backing “Aaa” or “AAA” rated securities; 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
      120.00% of the yield to maturity at par of the underlying
      obligations.

     

    provided
      that, if Standard & Poor’s is a Rating Agency, for all investments permitted
      in (i) through (vii) above with terms greater than 60 days, if the Depository
      Institution’s short-term rating falls below “A-1” (or below “A+” if it has no
      short-term rating), the account must be moved within 60 days to another
      Depository Institution that has a short term-rating of at least “A-1” (or “A+”
or higher if it has no short-term rating). 

     

    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, 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) which 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 a Disqualified
      Non-U.S. Person or a U.S. Person with respect to whom income from a Residual
      Certificate is attributable to a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of such Person or any
      other U.S. Person, (vi) an “electing large partnership” within the meaning
      of Section 775 of the Code and (vii) any other Person so designated by
      the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause any REMIC formed
      hereby to fail to qualify as a REMIC at any time that the Certificates are
      outstanding. The terms “United States”, “State” and “international organization”
shall have the meanings set forth in 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.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    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
      Assumption:
      With
      respect to the Group I Mortgage Loans, Group II Mortgage Loans and Group III
      Mortgage Loans a prepayment assumption of 300% PSA, used for determining the
      accrual of original issue discount and market discount and premium on the
      Certificates for federal income tax purposes. 

     

    Prepayment
      Charge:
      Any
      prepayment premium, penalty or charge collected by a Servicer with respect
      to a
      Mortgage Loan from a Mortgagor in connection with any Principal Prepayment
      pursuant to the terms of the related Mortgage Note.

     

    Prepayment
      Distribution Percentage:
      With
      respect to any Distribution Date and each Class of Subordinate Certificates
      for
      each Loan Group, under the applicable circumstances set forth below, the
      respective percentages set forth below:

     

    (i) For
      any
      Distribution Date prior to the Distribution Date in November 2012 (unless the
      Certificate Balances of the related Senior Certificates other than the Class
      PO
      Certificates have been reduced to zero), 0%.

     

    (ii) For
      any
      Distribution Date for which clause (i) above does not apply, and on which any
      Class of Subordinate Certificates is outstanding with a Certificate Balance
      greater than zero:

     

    (a) in
      the
      case of the Class of Subordinate Certificates then outstanding with the Highest
      Priority and each other Class of Subordinate Certificates for which the related
      Prepayment Distribution Trigger has been satisfied, a fraction, expressed as
      a
      percentage, the numerator of which is the Certificate Balance of such Class
      of
      Subordinate Certificates then outstanding with the Highest Priority immediately
      prior to such date and the denominator of which is the sum of the Certificate
      Balances immediately prior to such date of (1) the Class of Subordinate
      Certificates then outstanding with the Highest Priority and (2) all other
      Classes of Subordinate Certificates for which the respective Prepayment
      Distribution Triggers have been satisfied; and

     

    (b) in
      the
      case of each other Class of Subordinate Certificates for which the Prepayment
      Distribution Triggers have not been satisfied, 0%.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    (iii) Notwithstanding
      the foregoing, if the application of the foregoing percentages on any
      Distribution Date (determined without regard to the proviso to the definition
      of
“Subordinate Principal Distribution Amount”) would result in a distribution as
      provided in Section 4.02 in respect of principal of any Class or Classes of
      Subordinate Certificates in an amount greater than the remaining Certificate
      Balance thereof (any such class, a “Maturing Class”), then: (a) the Prepayment
      Distribution Percentage of each Maturing Class shall be reduced to a level
      that,
      when applied as described above, would exactly reduce the Certificate Balance
      of
      such Class to zero; (b) the Prepayment Distribution Percentage of each other
      Class of Subordinate Certificates (any such Class, a “Non-Maturing Class”) shall
      be recalculated in accordance with the provisions in paragraph (ii) above,
      as if
      the Certificate Balance of each Maturing Class had been reduced to zero (such
      percentage as recalculated, the “Recalculated Percentage”); (c) the total amount
      of the reductions in the Prepayment Distribution Percentages of the Maturing
      Class or Classes pursuant to clause (a) of this sentence, expressed as an
      aggregate percentage, shall be allocated among the Non-Maturing Classes in
      proportion to their respective Recalculated Percentages (the portion of such
      aggregate reduction so allocated to any Non-Maturing Class, the “Adjustment
      Percentage”); and (d) for purposes of such Distribution Date, the Prepayment
      Distribution Percentage of each Non-Maturing Class shall be equal to the sum
      of
      (1) the Prepayment Distribution Percentage thereof, calculated in accordance
      with the provisions in paragraph (ii) above as if the Certificate Balance of
      each Maturing Class had not been reduced to zero, plus (2) the related
      Adjustment Percentage.

     

    Prepayment
      Distribution Trigger:
      With
      respect to any Distribution Date and any Class of Subordinate Certificates
      (other than the Class B-1 Certificates), a test that shall be satisfied if
      the
      fraction (expressed as a percentage) equal to the sum of the Certificate
      Balances of such Class and each Class of Subordinate Certificates with a Lower
      Priority than such Class immediately prior to such Distribution Date divided
      by
      the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
      REO Properties) immediately prior to such Distribution Date is greater than
      or equal to the sum of the related Initial Subordinate Class Percentages of
      such
      Classes of Subordinate Certificates.

     

    Prepayment
      Interest Shortfall:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement for each Loan Group.

     

    Prepayment
      Period:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement.

     

    Primary
      Mortgage Insurance Policy:
      Any
      mortgage guaranty insurance, if any, on an individual Mortgage Loan as evidenced
      by a policy or certificate, whether such policy is obtained by the related
      Mortgage Loan Seller, the lender or the borrower.

     

    Principal
      Only Certificates:
      As
      specified in the Preliminary Statement.

     

    Principal
      Prepayment:
      Any
      full or partial payment or other recovery of principal on a Mortgage Loan
      (including upon liquidation of a Mortgage Loan) that is received in advance
      of
      its scheduled Due Date, excluding any Prepayment Charge thereon, and that 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.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

    

    Principal
      Prepayment in Full:
      Any
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.

     

    Principal
      Transfer Amount:
      With
      respect to any Distribution Date and any Undercollateralized Group, the excess
      of the aggregate Class Principal Amount of the Senior Certificates (other than
      the Class PO Certificates) related to that Undercollateralized Group over the
      aggregate Stated Principal Balance of the Mortgage Loans related to that
      Undercollateralized Group (less the applicable Discount Fraction of any Discount
      Mortgage Loan in that Loan Group).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Private
      Placement Memorandum:
      The
      Private Placement Memorandum, dated October 30, 2007 relating to the
      offering of the Junior Subordinate Certificates.

     

    Prospectus:
      The
      Prospectus, dated April 27, 2007, as supplemented by the Prospectus
      Supplement.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement, dated October 30, 2007 relating to the Offered
      Certificates.

     

    PTCE:
      As
      defined in Section 5.02(b).

     

    Purchase
      Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of October 1, 2007, between the
      Depositor and the Sponsor.

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If such organization
      or a successor is no longer in existence, “Rating Agency” shall be such
      nationally recognized statistical rating organization, or other comparable
      Person, as is designated by the Depositor, notice of which designation shall
      be
      given to the Trustee and the Securities Administrator. References herein to
      a
      given rating or rating category of a Rating Agency shall mean such rating
      category without giving effect to any modifiers. For purposes of
      Section 13.05, the addresses for notices to each Rating Agency shall be the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency, or such other address as either such Rating Agency may hereafter
      furnish to the Depositor and the Securities Administrator.

     

    Realized
      Losses:
      With
      respect to any date of determination and any Liquidated Mortgage Loan, the
      amount, if any, by which (a) the unpaid principal balance of such
      Liquidated Mortgage Loan together with accrued and unpaid interest thereon
      exceeds (b) the Liquidation Proceeds with respect thereto net of the
      expenses incurred by the applicable Servicer in connection with the liquidation
      of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing
      Advances with respect to such Liquidated Mortgage Loan.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    With
      respect to each Mortgage Loan which is the subject of a Servicing Modification
      during the immediately preceding Due Period, the sum of (i) the total amount
      of
      interest and principal which is forgiven with respect to the related Mortgage
      Loan and (ii) the amount of any Advances, to the extent forgiven, made by the
      applicable Servicer with respect to such Mortgage Loan which are reimbursable
      from the Trust Fund to the applicable Servicer with respect to such
      modification; provided that, the amounts expressed in clause (i) above shall
      not
      include the amounts expressed in clause (ii) above.

     

    Record
      Date:
      means,
      with respect to each Distribution Date and the Offered Certificates, other
      than
      the Adjustable Rate Certificates, the close of business on the last Business
      Day
      of the month preceding the month in which the related Distribution Date occurs
      (or, in the case of the first Distribution Date, the Closing Date). With respect
      to each Distribution Date and the Adjustable Rate Certificates, the close of
      business on the Business Day prior to that Distribution Date (or, in the case
      of
      the first Distribution Date, the Closing Date).

     

    Regulation
      AB:
      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 - 1,631 (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:
      The
      Servicing Criteria applicable to the parties having reporting obligations
      hereunder, as set forth on Exhibit S attached hereto. For clarification
      purposes, multiple parties can have responsibility for the same Relevant
      Servicing Criteria. With respect to any Servicing Function Participant engaged
      by the Master Servicer, the Securities Administrator, the Custodian or any
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such parties.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act, as amended, or similar legislation or
      regulations as in effect from time to time.

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Servicemembers Civil Relief
      Act
      or any applicable similar state statutes.

     

    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of Section 860D of the
      Code. As used herein, the term “the REMIC” or “the REMICs” shall mean one or
      more of the REMICs created under this Agreement.

     

    REMIC
      1:
      The
      segregated pool of assets, with respect to which a REMIC election is made
      pursuant to this Agreement, consisting of:

     

    
      	 	
              (a)

            	
              the
                Mortgage Loans and the related Mortgage Files and collateral securing
                such
                Mortgage Loans,

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              all
                payments on and collections in respect of the Mortgage Loans due
                after the
                Cut off Date as shall be on deposit in any Collection Account or
                in the
                Distribution Account and identified as belonging to the Trust
                Fund,

            


    

     

    
      	 	
              (c)

            	
              property
                that secured a Mortgage Loan and that has been acquired for the benefit
                of
                the Certificateholders by foreclosure or deed in lieu of
                foreclosure,

            


    

     

    
      	 	
              (d)

            	
              the
                hazard insurance policies and Primary Insurance Policies, if any,
                and

            


    

     

    
      	 	
              (e)

            	
              all
                proceeds of clauses (a) through (e)
                above.

            


    

     

    REMIC
      1 Regular Interest:
      Any of
      the thirteen separate non-certificated beneficial ownership interests in REMIC
      1
      issued hereunder and designated as a “regular interest” in REMIC 1, as follows:
      REMIC 1 Regular Interest I-A, I-ZZZ, I-X, I-PO, II-A, II-ZZZ, II-X, II-PO,
      III-A, III-ZZZ, III-X, III-PO, and R-2. Each REMIC 1 Regular Interest shall
      accrue interest at the related REMIC 1 Remittance 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 Balance as set forth in the Preliminary Statement hereto.


     

    REMIC
      1 Remittance Rate:
      As to
      each of REMIC 1 Regular Interest I-A, I-ZZZ, I-PO, II-A, II-ZZZ, II-PO, III-A,
      III-ZZZ, III-PO, and R-2, the rate specified for such REMIC 1 Regular Interest
      in the Preliminary Statement hereto. As to each REMIC 1 Regular Interest I-X,
      II-X and III-X, a specified portion of interest payable on Loan Group I Premium
      Loans, Loan Group II Premium Loans and Loan Group III Premium Loans,
      respectively, in each case equal to the excess of the Net Mortgage Rates on
      the
      Mortgage Loans in the related Loan Group over the applicable Strip
      Rate.

     

    REMIC
      1 Subordinated Balance Ratio:
      The
      ratio among the Uncertificated Balances of each of the REMIC 1 Regular Interests
      ending with the designation “A,” equal to the ratio among, with respect to each
      such REMIC 1 Regular Interest, the excess of (x) the aggregate Stated Principal
      Balance of the Mortgage Loans in the related Loan Group (other than the Discount
      Fraction of the Stated Principal Balance of any such Mortgage Loan) over (y)
      the
      Class Certificate Balance of the Senior Certificates (other than the Class
      PO
      Certificates) in the related Loan Group.

     

    REMIC
      2:
      The
      segregated pool of assets consisting of all of the REMIC 1 Regular Interests,
      with respect to which a separate REMIC election is to be made.

     

    REMIC
      2 Regular Interest:
      Any of
      the twenty-two non-certificated beneficial ownership interests in REMIC 2 issued
      hereunder, and, hereby, designated as a “regular interest” in REMIC 2, as
      follows: REMIC 2 Regular Interest I-A-1, I-A-2, I-A-PO, I-A-X, II-A-1, II-A-3,
      II-A-4, II-A-PO, II-A-X, III-A-1, III-A-2, III-A-3, III-A-4, III-A-5, III-A-PO,
      III-A-X, B-1, B-2, B-3, B-4, B-5, B-6 and R-3.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

       

    

    REMIC
      2 Remittance Rate:
      As to
      each of REMIC 2 Regular Interest I-A-1, I-A-2, I-A-PO, II-A-1, II-A-3, II-A-4,
      II-A-PO, III-A-1, III-A-2, III-A-3, III-A-4, III-A-5, III-A-PO and R-3, the
      rate
      specified for such REMIC 2 Regular Interest in the Preliminary Statement hereto.
      As to each of REMIC 2 Regular Interest I-A-X, II-A-X and III-A-X, 100 percent
      of
      the interest payable on REMIC 1 Regular Interest I-X, II-X and III-X,
      respectively. As to each REMIC 2 Regular Interest B-1, B-2, B-3, B-4, B-5 and
      B-6, a per annum rate equal to the REMIC 2 Subordinate Net WAC.

     

    REMIC
      2 Subordinate Net WAC:
      With
      respect to any Distribution Date, a per annum rate equal to the weighted average
      of the REMIC 1 Remittance Rates on REMIC 1 Regular Interests I-A, II-A and
      III-A, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC 1 Regular Interest immediately prior to such Distribution
      Date.

     

    REMIC
      3:
      The
      segregated pool of assets consisting of all of the REMIC 2 Regular Interests,
      with respect to which a separate REMIC election is to be made.

     

    REMIC
      3 Regular Interest:
      Any of
      the twenty-three certificated or uncertificated beneficial ownership interests
      in REMIC 3 issued hereunder, and, hereby, designated as a “regular interest” in
      REMIC 3, as follows: REMIC 3 Regular Interest I-A-1, I-A-2, I-A-PO, I-A-X,
      II-A-1, II-A-2, II-A-3, II-A-4, II-A-PO, II-A-X, III-A-1, III-A-2, III-A-3,
      III-A-4, III-A-5, III-A-PO, III-A-X, B-1, B-2, B-3, B-4, B-5 and B-6. Each
      of
      the REMIC 3 Regular Interest I-A-1, I-A-2, II-A-4, III-A-5, B-1, B-2, B-3,
      B-4,
      B-5 and B-6 shall be certificated, as such. Each of the REMIC 3 Regular
      Interests identified in the table below shall not be certificated (an
“Uncertificated REMIC 3 Regular Interest”), rights therein shall be evidenced by
      the related class of Exchangeable and Exchanged Certificates, as applicable,
      and
      shall have the following characteristics:

     

    
      	 	
              1.

            	
              The
                principal balance from time to time of each Uncertificated REMIC
                3 Regular
                Interest identified in the table below shall be the amount identified
                as
                the Initial Principal Balance thereof in such table, minus the sum
                of (x)
                the aggregate of all amounts previously deemed distributed with respect
                to
                such interest and applied to reduce the Uncertificated Principal
                Balance
                hereunder, in accordance with Section 11.04(h)(ii) of this Agreement
                and
                (y) the aggregate of all reductions in Certificate Principal Balance
                deemed to have occurred in connection with Realized Losses that were
                previously deemed allocated to the Uncertificated Principal Balance
                of
                such Uncertificated REMIC 3 Regular Interest hereunder, in accordance
                with
                Section 11.04(i) of this Agreement.

            


    

     

    
      	 	
              2.

            	
              The
                Uncertificated Pass-Through Rate for each Uncertificated REMIC 3
                Regular
                Interest identified in the table below shall be the per annum rate
                specified herein.

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	
              Uncertificated
                REMIC 3 Regular Interest

            	
              Related
                Classes of Certificates

            	
              Initial
                Principal Balance

            
	
              I-A-X

            	
              A-X

            	
              (1)

            
	
              II-A-X

            	
              A-X

            	
              (1)

            
	
              III-A-X

            	
              A-X

            	
              (1)

            
	
              I-A-PO

            	
              A-PO

            	
              $385,728

            
	
              II-A-PO

            	
              A-PO

            	
              $1,378,785

            
	
              III-A-PO

            	
              A-PO

            	
              $1,609,090

            
	
              II-A-1

            	
              II-A-5,
                II-A-6, II-A-7, II-A-8, II-A-9, II-A-10, II-A-11, II-A-12

            	
              $66,000,000

            
	
              II-A-2

            	
              II-A-5,
                II-A-6, II-A-7, II-A-8, II-A-9, II-A-10, II-A-11, II-A-12

            	
              (1)

            
	
              II-A-3

            	
              II-A-9,
                II-A-10, II-A-11, II-A-12

            	
              $11,000,000

            
	
              III-A-1

            	
              III-A-6,
                III-A-8, III-A-9

            	
              $26,100,000

            
	
              III-A-2

            	
              III-A-6,
                III-A-7, III-A-8, III-A-9

            	
              $92,633,000

            
	
              III-A-3

            	
              III-A-6,
                III-A-7, III-A-8, III-A-9

            	
              $92,547,000

            
	
              III-A-4

            	
              III-A-6,
                III-A-8, III-A-9

            	
              $41,720,000

            


    

    


    
      	(1)	
              This
                Uncertificated REMIC 3 Regular Interest will not have an Uncertificated
                Principal Balance, but will bear interest on its applicable notional
                amount, as set forth in the definition of Uncertificated REMIC 3
                Remittance Rate.

            


    

     

    REMIC
      3 Subordinate Net WAC:
      With
      respect to any Distribution Date, a per annum rate equal to the weighted average
      of the REMIC 2 Subordinate Net WAC on REMIC 2 Regular Interests B-1, B-2, B-3,
      B-4, B-5 and B-6 weighted on the basis of the Uncertificated Principal Balances
      of each such REMIC 2 Regular Interest immediately prior to such Distribution
      Date.

     

    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 regulations
      promulgated thereunder, as the foregoing may be in effect from time to time
      as
      well as provisions of applicable state laws.

     

    Remittance
      Date:
      With
      respect to each Servicer, the 18th
      day of
      each month or, if such day is not a Business Day, the immediately succeeding
      Business Day.

     

    REO
      Acquisition:
      The
      acquisition by the applicable Servicer on behalf of the Trustee for the benefit
      of the Certificateholders of any REO Property.

     

    REO
      Disposition:
      The
      final sale by the applicable Servicer of any REO Property.

     

    REO
      Proceeds:
      Proceeds, net of expenses, received in respect of any REO Property (including,
      without limitation, proceeds from the rental of the related Mortgaged
      Property) which proceeds are required to be deposited into the applicable
      Collection Account upon the related REO Disposition.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

    

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

     

    Reportable
      Event:
      As
      defined in Section 8.12(a)(iii).

     

    Reporting
      Servicer:
      As
      defined in Section 8.12(a)(ii).

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
      principal balance of such Mortgage Loan as of the date of repurchase,
      (ii) interest on such unpaid principal balance of such Mortgage Loan at the
      Mortgage Rate from the last date through which interest has been paid to the
      date of repurchase, (iii) all unreimbursed Servicing Advances, (iv) the
      amount of any costs and damages incurred by the Trust Fund as a result of any
      violation of any applicable federal, state or local predatory- or
      abusive-lending law arising from or in connection with the origination of such
      Mortgage Loan and (v) all expenses incurred by the Master Servicer, the
      Securities Administrator, the related Servicer or Trustee arising out of the
      Master Servicer’s, the related Servicer’s or Trustee’s enforcement of the
      applicable Mortgage Loan Seller’s or Sponsor’s repurchase obligation
      hereunder.

     

    Request
      for Release:
      The
      Request for Release submitted by a Servicer to the Trustee, substantially in
      the
      form of Exhibit J.

     

    Residual
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Responsible
      Officer:
      When
      used with respect to the Trustee, the Securities Administrator or the Master
      Servicer, any vice president, any assistant vice president, any assistant
      secretary, any assistant treasurer, any associate, or any other officer of
      the
      Trustee, the Securities Administrator or the Master Servicer customarily
      performing functions similar to those performed by any of the above designated
      officers who at such time shall be officers 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 and who, in each case, shall
      have
      direct responsibility for the administration of this Agreement.

     

    Rule 144A
      Investment Letter:
      As
      defined in Section 5.02(b).

     

    S&P:
      means
      Standard & Poor’s Ratings Services.

     

    Sarbanes-Oxley
      Act:
      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).

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    Sarbanes-Oxley
      Certification:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act, 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 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, 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 that then form of the required certification as of
      the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer, and the Depositor 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 which, unless otherwise
      specified herein, shall give effect to any related Debt Service Reduction and
      any Deficient Valuation that affects the amount of the monthly payment due
      on
      such Mortgage Loan.

     

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

     

    Securities
      Administrator:
      Wells
      Fargo Bank, N.A. and any successors in interest, and if a successor securities
      administrator is appointed hereunder, such successor.

     

    Securities
      Administrator Float Period:
      With
      respect to the Distribution Date and the related amounts in the Distribution
      Account, the period commencing on the Remittance Date immediately preceding
      such
      Distribution Date and ending on such Distribution Date.

     

    Senior
      Accelerated Distribution Percentage:
      means
      for each Loan Group and any Distribution Date occurring prior to the
      60th
      Distribution Date 100%. The related Senior Accelerated Distribution Percentage
      for any Distribution Date thereafter will be as follows:

     

    (i) for
      any
      Distribution Date after the 60th Distribution Date but on or prior to the 72nd
      Distribution Date, the related Senior Percentage for that Distribution Date
      plus
      70% of the related Subordinate Percentage for that Distribution
      Date;

     

    (ii) for
      any
      Distribution Date after the 72nd Distribution Date but on or prior to the 84th
      Distribution Date, the related Senior Percentage for that Distribution Date
      plus
      60% of the related Subordinate Percentage for that Distribution
      Date;

     

    (iii) for
      any
      Distribution Date after the 84th Distribution Date but on or prior to the 96th
      Distribution Date, the related Senior Percentage for that Distribution Date
      plus
      40% of the related Subordinate Percentage for that Distribution
      Date;

     

    (iv) for
      any
      Distribution Date after the 96th Distribution Date but on or prior to the 108th
      Distribution Date, the related Senior Percentage for that Distribution Date
      plus
      20% of the related Subordinate Percentage for that Distribution Date;
      and

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

       

    

    (v) for
      any
      Distribution Date thereafter, the related Senior Percentage for that
      Distribution Date.

     

    If
      on any
      Distribution Date the Senior Percentages for any Loan Group exceeds the initial
      Senior Percentages for that Loan Group, then the Senior Accelerated Distribution
      Percentages for each Loan Group for that Distribution Date will once again
      equal
      100%.

     

    Any
      scheduled reduction to such Senior Accelerated Distribution Percentage shall
      not
      be made as of any Distribution Date unless:

     

    (a) the
      Stated Principal Balance of the Mortgage Loans Delinquent 60 days or more as
      set
      forth in the Monthly Statements (including Mortgage Loans in bankruptcy,
      foreclosure and REO) averaged over the last six months, as a percentage of
      the
      aggregate Class Certificate Balance of the Subordinate Certificates, is less
      than 50% and

     

    (b) Realized
      Losses on the Mortgage Loans to date for that Distribution Date as set forth
      in
      the Monthly Statements, if occurring during the sixth, seventh, eighth, ninth
      or
      tenth year, or any year thereafter, after the closing date, are less than 30%,
      35%, 40%, 45% or 50%, respectively, of the sum of the initial aggregate Class
      Certificate Balance of the Subordinate Certificates;

     

    Notwithstanding
      the foregoing, upon reduction of the Class Certificate Balances of the Senior
      Certificates related to Loan Group, other than the Class PO Certificates, to
      zero, the Senior Accelerated Distribution Percentage, as the case may be, will
      equal 0%.

     

    Senior
      Certificates:
      As
      specified in the Preliminary Statement, as the context requires.

     

    Senior
      Interest Distribution Amount:
      With
      respect to any Distribution Date and each Loan Group, the aggregate amount
      of
      Accrued Certificate Interest to be distributed to the holders of the related
      Senior Certificates for that Distribution Date pursuant to Section
      4.02(a)(i).

     

    Senior
      Percentage:
      means,
      for each Distribution Date and any Loan Group, the percentage equal to the
      aggregate Class Certificate Balance of the related Senior Certificates (other
      than the Class PO Certificates) immediately prior to that Distribution Date
      divided by the aggregate Stated Principal Balance of all of the Mortgage Loans
      in the related Loan Group immediately prior to that Distribution Date (less
      the
      applicable Discount Fraction of any Discount Mortgage Loan in such Loan Group)
      (without giving effect to any principal collections on such Mortgage Loans
      received or advanced and to be distributed on such Distribution
      Date).

     

    Senior
      Principal Distribution Amount:
      With
      respect to each Loan Group and any Distribution Date, the amount of related
      Available Funds, if any, to be distributed to the related Senior
      Certificateholders pursuant to Section 4.02(a)(iii).

     

    Senior
      Subordinate Certificates:
      As
      specified in the Preliminary Statement.

     

    Service(s)(ing):
      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 Item 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term in this
      Agreement shall have the meaning commonly understood by participants in the
      residential mortgage-backed securitization market.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

    

    Servicer:
      HSBC
      Mortgage, SunTrust, Wells Fargo or Countrywide Servicing, as applicable, and
      in
      each case if a successor Servicer to any is appointed hereunder, such successor.
      When the term “Servicer” is used in this Agreement in connection with the
      administration of servicing obligations with respect to any Mortgage Loan,
      Mortgaged Property, REO Property or Mortgage File, “Servicer” shall mean the
      Person identified as the Servicer of such Mortgage Loan on the Mortgage Loan
      Schedule.

     

    Servicing
      Advances:
      With
      respect to the Servicers and the Master Servicer (including the Trustee in
      its
      capacity as successor master servicer), all customary and reasonable “out of
      pocket” costs and expenses (including reasonable attorneys’ fees and expenses)
      incurred by the Servicers in the performance of its servicing obligations under
      the related Servicing Agreement or by the Master Servicer (including the Trustee
      in its capacity as successor master servicer) in the performance of its
      obligations hereunder, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection and protection of the Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures, (iii)
      the
      management and liquidation of the REO Property and (iv) any other expenses
      permitted to be reimbursed as Servicing Advances under the related Servicing
      Agreement, as applicable.

     

    Servicing
      Agreement:
      Each
      reconstituted servicing agreement or assignment, assumption and recognition
      agreement set forth on Exhibit M hereto and relating to a Servicer and the
      servicing of the related Mortgage Loans by such Servicer, as the same may be
      amended from time to time.

     

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

     

    Servicing
      Fee:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement.

     

    Servicing
      Fee Rate:
      means
      with respect to SunTrust, HSBC Mortgage and Wells Fargo Bank, N.A., a fee equal
      to one-twelfth of 0.250% of the aggregate Stated Principal Balance of the
      Mortgage Loans serviced by such Servicer as of the prior Distribution Date
      (or
      the Cut-off Date in the case of the first Distribution Date) and with respect
      to
      Countrywide Servicing, a fee equal to one-twelfth of 0.175% or 0.200%, as
      specified in the related Servicing Agreement, of the aggregate Stated Principal
      Balance of the Mortgage Loans serviced by Countrywide Servicing, as of the
      prior
      Distribution Date (or the Cut-off Date in the case of the first Distribution
      Date).

     

    Servicing
      File:
      With
      respect to each Servicer, the meaning assigned to such term in the related
      Servicing Agreement.

     

    Servicing
      Function Participant:
      Any
      Subservicer or Subcontractor of any Servicer, the Master Servicer, the Custodian
      or the Securities Administrator, respectively.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    Servicing
      Modification:
      Any
      reduction of the interest rate on or the outstanding principal balance of a
      Mortgage Loan, any extension of the final maturity date of a Mortgage Loan,
      and
      any increase to the outstanding principal balance of a Mortgage Loan by adding
      to the Stated Principal Balance unpaid principal and interest and other amounts
      owing under the Mortgage Loan, in each case pursuant to a modification of a
      Mortgage Loan that is in default, or for which, in the judgment of the
      applicable Servicer, default is reasonably foreseeable.

     

    Servicing
      Officer:
      As
      defined in the applicable Servicing Agreement.

     

    Similar
      Law:
      As
      defined in Section 5.02(b).

     

    Special
      Hazard Amount:
      With
      respect to the first Distribution Date, $4,800,000. With respect to any
      Distribution Date after the first Distribution Date, the lesser of (a) the
      greatest of (i) 1% of the aggregate of the Stated Principal Balances of the
      Mortgage Loans, (ii) twice the Stated Principal Balance of the largest Mortgage
      Loan and (iii) the aggregate of the Stated Principal Balances of all Mortgage
      Loans secured by Mortgaged Properties located in the single California postal
      zip code area having the highest aggregate Stated Principal Balance of any
      such
      zip code area and (b) the Special Hazard Amounts of the Closing Date less the
      amount, if any, of Special Hazard Losses allocated to the Certificates since
      the
      Closing Date. All Stated Principal Balances for the purpose of this definition
      will be calculated as of the first day of the calendar month preceding the
      month
      of such Distribution Date after giving effect to Scheduled Payments on the
      Mortgage Loans then due, whether or not paid.

     

    Special
      Hazard Loss:
      A
      Realized Loss incurred, to the extent that the loss was attributable to (i)
      direct physical damage to a mortgage property other than any loss of a type
      covered by a hazard insurance policy or a flood insurance policy, if applicable,
      and (ii) any shortfall in insurance proceeds for partial damage due to the
      application of the co-insurance clauses contained in the hazard insurance
      policies. The amount of Special Hazard Loss is limited to the lesser of the
      cost
      of repair or replacement of the Mortgaged Property. Special Hazard Losses do
      not
      include losses incurred by war, civil insurrection, certain governmental
      actions, terrorism, errors in design, faulty workmanship or materials, nuclear
      reaction, chemical contamination or waste by the mortgagor.

     

    Sponsor:
      HSBC
      Bank USA, National Association, a national banking association, and its
      successors in interest.

     

    Standard & Poor’s:
      Standard & Poor’s Ratings Services, a division of
      The McGraw-Hill Companies, Inc. If Standard & Poor’s is
      designated as a Rating Agency in the Preliminary Statement, for purposes of
      Section 13.05(c) the address for notices to Standard & Poor’s
      shall be Standard & Poor’s, 55 Water Street, New York, New York
      10041, Attention: Residential Mortgage Surveillance Group - (HSI Asset Loan
      Obligation Trust), Series 2007-2, or such other address as
      Standard & Poor’s may hereafter furnish to the Depositor and the
      Securities Administrator.

     

    Startup
      Day:
      The
      Closing Date.

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan and as of any date of determination, (a) the sum of (i)
      the principal balance of the Mortgage Loan at the Cut-off Date after giving
      effect to payments of principal due on or before such date (whether or not
      received) and (ii) the amount by which the State Principal Balance of the
      Mortgage Loans has been increased pursuant to a modification, minus (b) the
      sum of (i) all amounts previously remitted to the Securities Administrator
      with
      respect to the related Mortgage Loan representing payments or recoveries of
      principal including advances in respect of scheduled payments of principal
      and
      (ii) any Realized Loss allocated to Certificateholders with respect to such
      Mortgage Loan for any previous Distribution Date. For purposes of any
      Distribution Date, the Stated Principal Balance of any Mortgage Loan will give
      effect to any scheduled payments of principal received by the related Servicer
      on or prior to the related Determination Date or advanced by related Servicer
      for the related Remittance Date and any unscheduled principal payments and
      other
      unscheduled principal collections received during the related Prepayment Period,
      and the Stated Principal Balance of any Mortgage Loan that has prepaid in full
      or has become a Liquidated Mortgage Loan during the related Prepayment Period
      shall be zero.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    Strip
      Rate:
      The
      Group I Strip Rate, the Group II Strip Rate or the Group III Strip Rate, as
      applicable.

     

    Subcontractor:
      Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing of the 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 any Servicer (or a Subservicer of any Servicer),
      the Master Servicer, the Custodian or the Securities Administrator.

     

    Subordinate
      Certificate:
      As
      specified in the Preliminary Statement.

     

    Subordinate
      Component:
      With
      respect to each Loan Group and any Distribution Date the excess of the Stated
      Principal Balance for all Mortgage Loans included in such Loan Group (less
      the
      applicable Discount Fraction of any Discount Mortgage Loan in such Loan Group)
      immediately prior to such Distribution Date over the total Class Certificate
      Balance of the Senior Certificates (other than the Class PO Certificates) of
      the
      related Certificate Group immediately prior to that Distribution
      Date.

     

    Subordinate
      Percentage:
      means
      as of any date of determination and with respect to each Loan Group, a
      percentage equal to 100% minus the related Senior Percentage as of that date
      for
      that Loan Group.

     

    Subordinate
      Principal Distribution Amount:
      With
      respect to any Distribution Date and each Class of Subordinate
      Certificates, (a) the sum of (i) such Class’s pro rata share, based on the Class
      Certificate Balance of each Class of Subordinate Certificates then
      outstanding of the aggregate of the amounts calculated for such
      Distribution Date under clauses (1), (2) and (3) of Section 4.02(a)(iii)(A)
      (without giving effect to the Senior Percentage) to the extent not payable
      to
      the Senior Certificates; (ii) such Class’s pro rata share, based on the Class
      Certificate Balance of each Class of Subordinate Certificates then
      outstanding, of the principal collections described in Section
      4.02(a)(iii)(B)(b) (without giving effect to the Senior Accelerated Distribution
      Percentage) to the extent such collections are not otherwise distributed to
      the
      Senior Certificates; (iii) the product of (x) the related Prepayment
      Distribution Percentage and (y) the aggregate of all Principal Prepayments
      received in the related Prepayment Period (other than the related Discount
      Fraction of such Principal Prepayments with respect to a Discount Mortgage
      Loan)
      to the extent not payable to the Senior Certificates; (iv) if such Class is
      the Class of Subordinate Certificates with the Highest Priority, any Excess
      Subordinate Principal Amount for such Distribution Date to the extent not
      payable to the Senior Certificates; and (v) any amounts described in clauses
      (i), (ii) and (iii) as determined for any previous Distribution Date, that
      remain undistributed to the extent that such amounts are not attributable to
      Realized Losses which have been allocated to a Class of Subordinate
      Certificates with a Lower Priority minus (b) with respect to the Class of
      Subordinate Certificates with the Lowest Priority, any Excess Subordinate
      Principal Amount for such Distribution Date; provided,
      however,
      that
      the Subordinate Principal Distribution Amount for any Class of Subordinate
      Certificates on any Distribution Date shall in no event exceed the outstanding
      Class Certificate Balance of such Class of Certificates immediately prior
      to such date.

     

    
      
        
        

      

      
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    Subsequent
      Recoveries:
      As of
      any Distribution Date, amounts received by the Servicers (net of any related
      expenses permitted to be reimbursed pursuant to the related Servicing
      Agreement) or surplus amounts held by the Servicers to cover estimated
      expenses (including, but not limited to, recoveries in respect of the
      representations and warranties made by a Mortgage Loan Seller pursuant to
      Section 2.03) specifically related to a Mortgage Loan that was the
      subject of a Cash Liquidation or an REO Disposition prior to the related
      Prepayment Period that resulted in a Realized Loss.

     

    Subservicer:
      Any
      Person that services Mortgage Loans on behalf of a Servicer, and is responsible
      for the performance (whether directly or through subservicers or Subcontractors)
      of servicing functions required to be performed under this Agreement, any
      related Servicing Agreement or any sub-servicing agreement that are identified
      in Item 1122(d) of Regulation AB.

     

    Substitute
      Mortgage Loan:
      A
      Mortgage Loan substituted by a Mortgage Loan Seller or the Sponsor for a Deleted
      Mortgage Loan which must, in the case of a Mortgage Loan substituted by the
      Sponsor, on the date of such substitution, as confirmed in a Request for
      Release, substantially in the form of Exhibit J,
      (i) have a Stated Principal Balance, after deduction of all Scheduled
      Payments due in the month of substitution, not in excess of the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
      not lower than and not more than 1.00% higher than that of the Deleted Mortgage
      Loan; (iii) have a remaining term to maturity not greater than (and not
      more than one year less than) that of the Deleted Mortgage Loan; (iv) be of
      the same type as the Deleted Mortgage Loan; and (v) conforms to each
      representation and warranty applicable to the Deleted Mortgage Loan made in
      the
      Purchase Agreement.

     

    Substitution
      Adjustment Amount:  As
      provided in the related Transfer Agreement with respect to each Mortgage Loan
      Seller, the amount (if any) by which the aggregate unpaid principal balance
      of
      all Substitute Mortgage Loans as of the date of substitution is less than the
      aggregate unpaid principal balance of all Deleted Mortgage Loans, increased
      by
      the aggregate amount of any unreimbursed Advances with respect to such Deleted
      Mortgage Loans. Such amount to be remitted by the applicable Mortgage Loan
      Seller in accordance with its respective Transfer Agreement.

     

    
      
        
        

      

      
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    SunTrust:
      SunTrust Mortgage Inc.

     

    Tax
      Returns:
      The
      federal income tax return on Internal Revenue Service Form 1066, U.S. Real
      Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q
      thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable
      Income or Net Loss Allocation, or any successor forms, to be filed on behalf
      of
      any REMIC due to its classification as a REMIC under the
      REMIC Provisions, together with any and all other information, reports or
      returns that may be required to be furnished to the Certificateholders or filed
      with the Internal Revenue Service or any other governmental taxing authority
      under any applicable provisions of federal, state or local tax
      laws.

     

    Telerate
      Page 3750:
      The
      display page currently so designated on the Bridge Telerate Service (or such
      other page as may replace that page on that service for displaying
      comparable rates or prices).

     

    Termination
      Price:
      As
      defined in Section 12.01.

     

    Total
      Transfer Amount:
      An
      amount equal to the sum of the Interest Transfer Amount and the Principal
      Transfer Amount for the Undercollaterized Group.

     

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

     

    Transfer
      Affidavit:
      As
      defined in Section 5.02(c).

     

    Transfer
      Agreement:
      The
      various agreements by which the Sponsor purchased the Mortgage Loans from the
      Mortgage Loan Sellers.

     

    Transfer
      Payments:
      collectively, the Interest Transfer Amount and Principal Transfer
      Amount.

     

    Transferor
      Certificate:
      As
      defined in Section 5.02(b).

     

    Trust:
      The
      express trust created hereunder in Section 2.01(c).

     

    Trust
      Fund:
      The
      corpus of the trust created hereunder consisting of (i) the Mortgage Loans
      and all interest and principal with respect thereto received on or after the
      related Cut-off Date (other than such amounts which were due on the Mortgage
      Loans on or prior to the related Cut-off Date; (ii) the Accounts (other
      than the Reserve Account) and
      all
      amounts deposited therein pursuant to the applicable provisions of this
      Agreement; (iii) property that secured a Mortgage Loan and has been
      acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the
      Depositor’s rights under the Purchase Agreement, each Transfer Agreement and
      each Servicing Agreement; (v) the Insurance Policies; and (vi) all
      proceeds of the conversion, voluntary or involuntary, of any of the
      foregoing.

     

    Trustee:
      Deutsche Bank National Trust Company, a national banking association, and its
      successors in interest and, if a successor trustee is appointed hereunder,
      such
      successor.

     

    
      
        
        

      

      
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    Uncertificated
      Interest:
      With
      respect to any REMIC 1, REMIC 2 or Uncertificated REMIC 3 Regular Interest
      for
      any Distribution Date, one month’s interest at the REMIC 1 Remittance Rate,
      REMIC 2 Remittance Rate or Uncertificated REMIC 3 Remittance Rate, as the case
      may be, applicable to such regular interest for such Distribution Date, accrued
      on the Uncertificated Principal Balance (or Notional Balance) thereof
      immediately prior to such Distribution Date. Uncertificated Interest in respect
      of any REMIC 1 Regular Interest shall accrue on the basis of a 360-day year
      consisting of twelve 30-day months. Uncertificated Interest with respect to
      each
      Distribution Date, as to any REMIC 1, REMIC 2 or Uncertificated REMIC 3 Regular
      Interest, shall be reduced by any interest shortfalls allocated to the Related
      Classes of Certificates on such Distribution Date. In addition, Uncertificated
      Interest with respect to each Distribution Date, as to any REMIC 1, REMIC 2
      or
      Uncertificated REMIC 3 Regular Interest, shall be reduced by interest portion
      of
      Realized Losses (including Excess Special Hazard Losses, Excess Fraud Losses,
      Excess Bankruptcy Losses and Extraordinary Losses) allocated pursuant to Section
      11.04 herein on such Distribution Date.

     

    Uncertificated
      Principal Balance:
      The
      amount of any REMIC 1, REMIC 2 or Uncertificated REMIC 3 Regular Interest
      outstanding as of any date of determination. As of the Closing Date, the
      Uncertificated Principal Balance of each REMIC 1, REMIC 2 or Uncertificated
      REMIC 3 Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto or, in the case of any Uncertificated REMIC 3 Regular Interest,
      its Initial Uncertificated Principal Balance (or the applicable notional
      amount). On each Distribution Date, the Uncertificated Principal Balance of
      each
      REMIC 1, REMIC 2 or Uncertificated REMIC 3 Regular Interest shall be reduced,
      first, by the portion of Realized Losses allocated in reduction of the principal
      balances of the related Classes of Certificates on such Distribution Date and,
      second, by all distributions of principal deemed made on such REMIC 1, REMIC
      2
      or Uncertificated REMIC 3 Regular Interest, as applicable, on such Distribution
      Date, pursuant to Section 11.04. The Uncertificated Principal Balance (or
      Notional Amount) of each Uncertificated REMIC 1, REMIC 2 or Uncertificated
      REMIC
      3 Regular Interest shall never be less than zero.

     

    Uncertificated
      REMIC 3 Remittance Rate:
      With
      respect to any Distribution Date, (i) as to each of Uncertificated REMIC 3
      Regular Interest I-A-X, II-A-X and III-A-X, 100% of the interest payable on
      REMIC 2 Regular Interest I-A-X, II-A-X and III-A-X, respectively, (ii) as to
      each of Uncertificated REMIC 3 Regular Interest I-A-PO, II-A-3, II-A-PO and
      III-A-PO, 0%, (iii) as to each of Uncertificated REMIC 3 Regular Interest
      III-A-1, III-A-2, III-A-3 and III-A-4, the Pass-Through Rate applicable to
      the
      Class III-A-1, III-A-2, III-A-3 and III-A-4 Certificates, respectively, (iv)
      as
      to Uncertificated REMIC 3 Regular Interest II-A-2, a specified portion of
      interest payable on and in respect of REMIC 2 Regular Interest II-A-1 equal
      to
      the excess, if any of (a) 7% minus (b) the sum of LIBOR plus .70%.

     

    Undercollateralized
      Amount:
      With
      respect any Certificate Group and Distribution Date, the excess of (i) the
      aggregate Certificate Balance of such Certificate Group over (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
      Group (less the applicable Discount Fraction of any Discount Mortgage Loan
      in
      such Loan Group), in each case calculated on such Distribution Date after giving
      effect to distributions to be made thereon (other than amounts to be distributed
      pursuant to Section 4.02(d) on such Distribution Date).

     

    
      
        
        

      

      
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    Undercollateralized
      Group:
      Any
      Certificate Group in which the aggregate Class Certificate Balance of the
      related class or classes of Senior Certificates (other than any Class PO
      Certificates) is greater than the aggregate Stated Principal Balance of the
      Mortgage Loans (less the applicable Discount Fraction of any Discount Mortgage
      Loan in such Loan Group) of the related Loan Group.

     

    Underwriters’
      Exemption:
      Any
      exemption listed under footnote 1 of, and amended by, Prohibited Transaction
      Exemption 96-84, 61 Fed. Reg. 58234 (1996), as amended by PTE 97-34,
      62 Fed. Reg. 39021 (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000), PTE
      2002-41, 67 Fed. Reg. 54487 (2002) and PTE 2007-05, 72 Fed. Reg. 13130
      (2007), or any successor exemption.

     

    U.S.
      Person:
      (i) A citizen or resident of the United States; (ii) a corporation (or
      entity treated as a corporation for tax purposes) created or organized in the
      United States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia; (iii) a partnership
      (or entity treated as a partnership for tax purposes) organized in the United
      States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia (unless provided otherwise
      by future Treasury regulations); (iv) an estate whose income is includible
      in gross income for United States income tax purposes regardless of its source;
      or (v) 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 U.S.
      Persons have authority to control substantial decisions of the trust.
      Notwithstanding the last clause of the preceding sentence, to the extent
      provided in Treasury regulations, certain trusts in existence on August 20,
      1996, and treated as U.S. Persons prior to such date, may elect to continue
      to
      be U.S. Persons.

     

    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. As of any date of determination, (i) 0.33333% of all Voting
      Rights shall be allocated pro rata to Class R-1 Interest, Class R-2 Interest
      and
      Class R-3 Interest of the Class R Certificates; (ii) 1.00% of all Voting
      Rights shall be allocated to the Class I-A-X Certificates; (iii) 1.00% of all
      Voting Rights shall be allocated to the Class II-A-X Certificates; (iv) 1.00%
      of
      all Voting Rights shall be allocated to the Class III-A-X Certificates; and
      (v)
      the remaining Voting Rights shall be allocated among Holders of the remaining
      Classes of Certificates in proportion to the Certificate Balances of their
      respective Certificates on such date (such Voting Rights to be allocated among
      the holders of Certificates of each such Class in accordance with their
      respective Percentage Interests), provided, however, that any of the
      Certificates that are also Exchanged Certificates will be allocated the
      cumulative voting rights of the Exchangeable Certificates in the related
      Combination Group.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, N.A., a national banking association, and its successors in
      interest.

     

    WHFIT:
      A
“Widely Held Fixed Investment Trust” as that term is defined in Treasury
      Regulations section 1.671-5(b)(22) or successor provisions.

     

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

     

    
      
        
        

      

      
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    WHMT:
      A
“Widely Held Mortgage Trust” as that term is defined in Treasury Regulations
      section 1.671-5(b)(23) or successor provisions.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;


    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01 Conveyance
      of Mortgage Loans.
      i) The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      benefit of the Certificateholders, without recourse, all the right, title and
      interest of the Depositor in and to the Trust Fund including all interest and
      principal received on or with respect to the Mortgage Loans on or after the
      Cut-off Date (other than Scheduled Payments due on the Mortgage Loans on or
      before the Cut-off Date).

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under (i) the Purchase
      Agreement, including the right to enforce the Sponsor’s obligation to repurchase
      or substitute defective Mortgage Loans under Section 4 of the Purchase Agreement
      and (ii) each Servicing Agreement and each Transfer Agreement, to the extent
      assigned under the Purchase Agreement. The Trustee hereby accepts such
      assignment, and as set forth herein in Section 2.03(d), shall be entitled to
      exercise all the rights of the Depositor under the Purchase Agreement as if,
      for
      such purpose, it were the Depositor.

     

    (b) In
      connection with the transfer and assignment of each Mortgage Loan, the Depositor
      has delivered or caused to be delivered to the Custodian for the benefit of
      the
      Certificateholders the following documents or instruments with respect to each
      Mortgage Loan so assigned:

     

    (i) the
      original Mortgage Note bearing all intervening endorsements necessary to show
      a
      complete chain of endorsements from the original payee, endorsed in blank,
“Pay
      to the order of _____________, without recourse”, and, if previously endorsed,
      signed in the name of the last endorsee by a duly qualified officer of the
      last
      endorsee;

     

    (ii) the
      original Assignment of Mortgage for each Mortgage Loan, in form and substance
      acceptable for recording. The Mortgage shall be assigned, with assignee’s name
      left blank;

     

    (iii) the
      original of each guarantee executed in connection with the Mortgage Note, if
      any;

     

    (iv) the
      original recorded Mortgage, with evidence of recording thereon. If in connection
      with any Mortgage Loan, the original Mortgage cannot be delivered with evidence
      of recording thereon on or prior to the Closing Date because of a delay caused
      by the public recording office where such Mortgage has been delivered for
      recordation or because such Mortgage has been lost or because such public
      recording office retains the original recorded Mortgage, the Depositor shall
      deliver or cause to be delivered to the Custodian, (A) in the case of a
      delay caused by the public recording office, a copy of such Mortgage certified
      by the applicable Mortgage Loan Seller, escrow agent, title insurer or closing
      attorney to be a true and complete copy of the original recorded Mortgage and
      (B) in the case 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 certified by such public
      recording office to be a true and complete copy of the original recorded
      Mortgage;

     

    
      
        
        

      

      
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    (v) originals
      or a certified copy of each modification agreement, if any;

     

    (vi) the
      originals of all 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 (A) in the case of a delay caused by the public
      recording office, an officer’s certificate of the applicable Mortgage Loan
      Seller, escrow agent, closing attorney or the title insurer insuring the
      Mortgage 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 the applicable
      Mortgage Loan Seller; or (B) 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;

     

    (vii) 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 copy of
      the
      power of attorney or other instrument that authorized and empowered such Person
      to sign;

     

    (viii) the
      original lender’s title insurance policy (or a marked title insurance
      commitment, in the event that an original lender’s title insurance policy has
      not yet been issued) in the form of an ALTA mortgage title insurance policy,
      containing all required endorsements and insuring the Trustee and its successors
      and assigns as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan;

     

    (ix) if
      applicable, the original of any Primary Mortgage Insurance Policy or certificate
      or, an electronic certification, evidencing the existence of the Primary
      Mortgage Insurance Policy or certificate, if private mortgage guaranty insurance
      is required; and

     

    
      
        
        

      

      
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    (x) original
      of any security agreement, chattel mortgage or equivalent document executed
      in
      connection with the Mortgage, if any.

     

    From
      time
      to time, the applicable Mortgage Loan Seller, the Depositor or the applicable
      Servicer, as applicable, shall forward to the Custodian additional original
      documents, additional documents evidencing an assumption, modification,
      consolidation or extension of a Mortgage Loan, in accordance with the terms
      of
      this Agreement, the Transfer Agreements and the Servicing Agreements upon
      receipt of such documents. All such mortgage documents held by the Custodian
      as
      to each Mortgage Loan shall constitute the “Custodial File”.

     

    Assignments
      of Mortgage shall not be required to be completed and submitted for recording
      with respect to any Mortgage Loan if the Trustee and each Rating Agency have
      received an Opinion of Counsel from the Depositor, satisfactory in form and
      substance to the Trustee and each Rating Agency to the effect that the
      recordation of such Assignments of Mortgage in any specific jurisdiction is
      not
      necessary to protect the Trust Fund’s interest in the related Mortgage Note. If
      the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned
      by
      the Mortgage Loan Seller to “Deutsche Bank National Trust Company, as trustee
      under the Pooling and Servicing Agreement dated as of October 1, 2007, for
      HSI
      Asset Loan Obligation Trust 2007-2”.

     

    (c) 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 (the
“Trust”)
      to be
      known, for convenience, as “HSI Asset Loan Obligation Trust 2007-2 and Deutsche
      Bank National Trust Company is hereby appointed as Trustee and Wells Fargo
      Bank,
      N.A. is appointed as Master Servicer, Securities Administrator and Custodian
      in
      accordance with the provisions of this Agreement. The parties hereto acknowledge
      and agree that it is the policy and intention of the Trust to acquire only
      Mortgage Loans meeting the requirements set forth in this Agreement, including
      without limitation, the representations and warranties set forth in the Purchase
      Agreement.

     

    (d) The
      Trust
      shall have the capacity, power and authority, and the Trustee on behalf of
      the
      Trust is hereby authorized, to accept the sale, transfer, assignment, set over
      and conveyance by the Depositor to the Trust of all the right, title and
      interest of the Depositor in and to the Trust Fund (including, without
      limitation, the Mortgage Loans) pursuant to Section 2.01(a).

     

    Section
      2.02 Acceptance
      by the Custodian of the Mortgage Loans.
      The
      Custodian shall acknowledge, on the Closing Date, receipt by the Custodian
      of
      the documents identified in the Initial Certification in the form annexed hereto
      as Exhibit E (“Initial
      Certification”),
      and
      declares that it holds and will hold such documents and the other documents
      delivered to it pursuant to Section 2.01, and that it holds or will hold
      such other assets as are included in the Trust Fund, in trust for the exclusive
      use and benefit of all present and future Certificateholders. The Custodian
      shall maintain possession of the related Mortgage Notes in the States of
      Minnesota, California, and Utah unless otherwise permitted by the Rating
      Agencies.

     

    In
      connection with the Closing Date, the Custodian shall be required to deliver
      via
      facsimile (with original to follow the next Business Day) to the
      Depositor,
      the
      Securities Administrator and
      the
      Trustee an Initial Certification prior to the Closing Date, or, as the Depositor
      agrees on the Closing Date, certifying receipt of a Mortgage Note and Assignment
      of Mortgage for each Mortgage Loan. The Custodian shall not be responsible
      to
      verify the validity, sufficiency or genuineness of any document in any Custodian
      File.

     

    
      
        
        

      

      
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    Within
      90 days of the Closing Date, the Custodian shall ascertain that all
      documents identified in the Document Certification and Exception Report in
      the
      form attached hereto as Exhibit F are in its possession, and shall deliver
      to the Depositor, the Securities Administrator, the Trustee, the Mortgage Loan
      Seller and the Servicers, a Document Certification and Exception Report, in
      the
      form annexed hereto as Exhibit F, to the effect that, as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or any Mortgage Loan specifically identified in such certification as
      an
      exception and not covered by such certification): (i) all documents
      identified in the Document Certification and Exception Report and required
      to be
      reviewed by it are in its possession; (ii) such documents have been
      reviewed by it and appear regular on their face and relate to such Mortgage
      Loan; (iii) based on its examination and only as to the foregoing
      documents, the information set forth in items (1), (2), (3), (15), (18) and
      (22) of the Data Tape Information respecting such Mortgage Loan is correct;
      and
      (iv) each Mortgage Note has been endorsed as provided in Section 2.01
      of this Agreement. Neither the Trustee nor the Custodian shall be responsible
      to
      verify the validity, sufficiency or genuineness of any document in any Custodial
      File.

     

    The
      Custodian shall retain possession and custody of each Custodial File in
      accordance with and subject to the terms and conditions set forth
      herein.

     

    Section
      2.03 Remedies
      for Breaches of Representations and Warranties with Respect to the Mortgage
      Loans.

     

    (a) Upon
      the
      removal of a Deleted Mortgage Loan and the substitution of a Substitute Mortgage
      Loan and the deposit to the related Collection Account of the amount required
      to
      be deposited therein in connection with such substitution, the Custodian shall
      release the Mortgage File held for the benefit of the Certificateholders
      relating to such Deleted Mortgage Loan to the applicable Mortgage Loan Seller
      and the Trustee, upon receipt of a Request for Release certifying that all
      amounts required to be deposited in accordance with this Section 2.03(a) have
      been deposited in the related Collection Account, shall execute and deliver
      at
      the applicable Mortgage Loan Seller’s direction such instruments of transfer or
      assignment prepared by the applicable Mortgage Loan Seller in each case without
      recourse, as shall be necessary to vest title in the applicable Mortgage Loan
      Seller of the Trustee’s interest in any Deleted Mortgage Loan substituted for
      pursuant to this Section 2.03.

     

    (b) In
      addition to the repurchase or substitution obligations referred to in Section
      2.03(d) below, the Sponsor shall indemnify the Depositor, any of its Affiliates,
      the Master Servicer, each Servicer, the Securities Administrator, the Trustee
      and the Trust and hold such parties harmless against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses (including, without limitation,
      any taxes payable by the Trust) resulting from any third party claim, demand,
      defense or assertion based on or grounded upon, or resulting from, a breach
      by
      the Sponsor of any of its representations and warranties or obligations
      contained in this Agreement.

     

    
      
        
        

      

      
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    (c) Upon
      receipt of a Request for Release substantially in the form of Exhibit J hereto,
      the Custodian shall release the related Custodial File held for the benefit
      of
      the Certificateholders to the related Mortgage Loan Seller or the Sponsor,
      as
      applicable, as directed by the applicable Servicer, and the Trustee shall
      execute and deliver at such Person’s direction such instruments of transfer or
      assignment prepared by such Person, in each case without recourse, as shall
      be
      necessary to transfer title from the Trustee. In accordance with Section
      13.05(a), if a Responsible Officer of the Securities Administrator has actual
      knowledge of a purchase of a Mortgage Loan pursuant to this Section 2.03 or
      pursuant to a Transfer Agreement, the Securities Administrator shall promptly
      notify each Rating Agency of such purchase.

     

    (d) The
      Trustee acknowledges that, except as provided in Section 5 of the Purchase
      Agreement, the Sponsor shall not have any obligation or liability with respect
      to any breach of a representation or warranty made by it with respect to a
      Mortgage Loan sold by it, provided that such representation or warranty was
      also
      made by a Mortgage Loan Seller with respect to the related Mortgage Loan (except
      as provided in Section 4 of the Purchase Agreement). It is understood and agreed
      that the representations and warranties of the Sponsor set forth in Section
      4 of
      the Purchase Agreement and assigned to the Trustee by the Depositor hereunder
      shall survive the transfer of the Mortgage Loans by the Depositor to the Trustee
      on the Closing Date, and shall inure to the benefit of the Trustee and the
      Certificateholders notwithstanding any restrictive or qualified endorsement
      on
      any Mortgage Note or Assignment of Mortgage and shall continue throughout the
      term of this Agreement. Upon the discovery by any of the Sponsor, the Depositor,
      the Securities Administrator, the Trustee, the Master Servicer or any Servicer
      of a breach of any of the Sponsor’s representations and warranties set forth in
      Section 4 of the Purchase Agreement, the party discovering the breach shall
      give
      prompt written notice to the others. Within 30 days of the earlier of either
      discovery by or notice to the Sponsor of any breach of any of the foregoing
      representations or warranties that materially and adversely affects the value
      of
      any Mortgage Loan or the interest of the Trustee or the Certificateholders
      therein, the Sponsor shall use its best efforts to cure such breach in all
      material respects and, if such defect or breach cannot be remedied, the Sponsor
      shall, at the Depositor’s instructions as specified in writing and provided to
      the Sponsor and the Trustee, (i) if such 30 day period expires prior to the
      second anniversary of the Closing Date, remove such Mortgage Loan from the
      Trust
      Fund and substitute in its place a Substitute Mortgage Loan, in the same manner
      and subject to the same conditions set forth in this Section 2.03 or (ii)
      repurchase such Mortgage Loan at the Repurchase Price; provided, however, that
      any such substitution pursuant to clause (i) above shall not be effected prior
      to the delivery to the Custodian of a Request for Release substantially in
      the
      form of Exhibit J, and the delivery of the Mortgage File to the Custodian for
      any such Substitute Mortgage Loan. It is understood and agreed that the
      obligations of the Sponsor under this Agreement to cure, repurchase or
      substitute any Mortgage Loan as to which a breach of a representation and
      warranty has occurred and is continuing, together with any related
      indemnification obligations of the Sponsor set forth in Section 2.03(b), shall
      constitute the sole remedies against the Sponsor available to the
      Certificateholders, the Depositor and any of its affiliates, or the Trustee
      on
      their behalf.

     

    The
      provisions of this Section 2.03 shall survive delivery of the respective
      Custodial Files to the Custodian for the benefit of the
      Certificateholders.

     

    
      
        
        

      

      
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    Section
      2.04 Execution
      and Delivery of Certificates.
      The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with such transfer and assignment, the Securities Administrator
      has
      executed and delivered to, or upon the order of the Depositor, the Certificates
      in authorized denominations evidencing directly or indirectly the entire
      ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
      exercise the rights referred to above for the benefit of all present and future
      Holders of the Certificates.

     

    Section
      2.05 [Reserved].

     

    Section
      2.06 [Reserved].

     

    Section
      2.07 Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents, warrants and covenants to the other parties to
      this
      agreement that as of the date of this Agreement or as of such date specifically
      provided herein:

     

    (a) The
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware;

     

    (b) The
      Depositor has the power and authority to convey the Mortgage Loans and to
      execute, deliver and perform, and to enter into and consummate transactions
      contemplated by, this Agreement;

     

    (c) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Depositor, all requisite company action having been taken, and, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes or will constitute the legal, valid and binding agreement of the
      Depositor, enforceable against the Depositor in accordance with its terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights of creditors generally, and by general equity principles (regardless
      of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     

    (d) No
      consent, approval, authorization or order of, or registration or filing with,
      or
      notice to, any governmental authority or court is required for the execution,
      delivery and performance of or compliance by the Depositor with this Agreement
      or the consummation by the Depositor of any of the transactions contemplated
      hereby, except as have been received or obtained on or prior to the Closing
      Date;

     

    (e) None
      of
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated hereby or thereby, or the fulfillment of or compliance
      with the terms and conditions of this Agreement, (i) conflicts or will
      conflict with or results or will result in a breach of, or constitutes or will
      constitute a default or results or will result in an acceleration under
      (A) the charter or bylaws of the Depositor, or (B) of any term,
      condition or provision of any material indenture, deed of trust, contract or
      other agreement or instrument to which the Depositor or any of its subsidiaries
      is a party or by which it or any of its subsidiaries is bound; (ii) results
      or will result in a violation of any law, rule, regulation, order, judgment
      or
      decree applicable to the Depositor of any court or governmental authority having
      jurisdiction over the Depositor or its subsidiaries; or (iii) results 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;

     

    
      
        
        

      

      
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    (f) There
      are
      no actions, suits or proceedings before or against or investigations of, the
      Depositor pending, or to the knowledge of the Depositor, threatened, before
      any
      court, administrative agency or other tribunal, and no notice of any such
      action, which, in the Depositor’s reasonable judgment, might materially and
      adversely affect the performance by the Depositor of its obligations under
      this
      Agreement, or the validity or enforceability of this Agreement;

     

    (g) The
      Depositor is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency that would materially and adversely affect its performance hereunder;
      and

     

    (h) Immediately
      prior to the transfer and assignment by the Depositor to the Trustee on the
      Closing Date, the Depositor had good title to, and was the sole owner of each
      Mortgage Loan, free of any interest of any other Person, and the Depositor
      has
      transferred all right, title and interest in each Mortgage Loan to the Trustee.
      The transfer of the Mortgage Note and the Mortgage as and in the manner
      contemplated by this Agreement is sufficient either (i) fully to transfer
      to the Trustee, for the benefit of the Certificateholders, all right, title,
      and
      interest of the Depositor thereto as note holder and mortgagee or (ii) to
      grant to the Trustee, for the benefit of the Certificateholders, the security
      interest referred to in Section 13.04.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.07 shall survive delivery of the respective
      Mortgage Files to the Custodian and shall inure to the benefit of the
      Trustee.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

     

    Section
      3.01 Establishment
      of Certain Accounts.

     

    (a) The
      Securities Administrator shall establish and maintain the Distribution Account
      on behalf of the Certificateholders and retain therein the
      following:

     

    (i) the
      aggregate amount remitted by the Servicers to the Securities Administrator
      pursuant to the Servicing Agreements;

     

    (ii) any
      amount remitted by the Servicers pursuant to the Servicing Agreements in
      connection with any losses on Permitted Investments; 

     

    (iii) any
      amount deposited by the Securities Administrator in connection with any losses
      on Permitted Investments held in the Distribution Account; and

     

    (iv) any
      other
      amounts deposited hereunder which are required to be deposited in the
      Distribution Account.

     

    
      
        
        

      

      
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    In
      the
      event that a Servicer shall remit any amount not required to be remitted, it
      may
      at any time direct the Securities Administrator in writing to withdraw such
      amount from the Distribution Account, any provision herein to the contrary
      notwithstanding. Such direction may be accomplished by delivering notice to
      the
      Securities Administrator which describes the amounts deposited in error in
      the
      Distribution Account. All funds deposited in the Distribution Account shall
      be
      held by the Securities Administrator in trust for the Certificateholders until
      disbursed in accordance with this Agreement or withdrawn in accordance with
      Section 4.02.

     

    Section
      3.02 Investment
      of Funds in the Distribution Account.
      ii)
      During
      the Securities Administrator’s Float Period, the Securities Administrator shall
      be entitled to all investment income on amounts on deposit in the Distribution
      Account.

     

    (b) The
      Securities Administrator or its Affiliates are permitted to receive compensation
      that could be deemed to be in the Securities Administrator’s economic
      self-interest for (i) serving as investment adviser, administrator,
      shareholder, servicing agent, custodian or sub-custodian with respect to certain
      of the Permitted Investments, (ii) using Affiliates to effect transactions
      in certain Permitted Investments and (iii) effecting transactions in
      certain Permitted Investments. The Master Servicer or its Affiliates are
      permitted to receive compensation that could be deemed to be in the Master
      Servicer’s economic self-interest for (i) serving as investment adviser,
      administrator, shareholder, servicing agent, custodian or sub-custodian with
      respect to certain of the Permitted Investments, (ii) using Affiliates to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable for payable pursuant to this
      Agreement.

     

    Section
      3.03 Report
      on Assessment of Compliance with Relevant Servicing Criteria.
      On or
      before March 15th
      of each
      calendar year for so long as the Depositor is required to file reports with
      respect to the Trust under the Exchange Act, commencing in March 2008, the
      Master Servicer, the Securities Administrator and the Custodian, each at its
      own
      expense, shall furnish or otherwise make available, and each such party shall
      cause any Servicing Function Participant engaged by it to furnish, each at
      its
      own expense, to the Securities Administrator and the Depositor, a report on
      an
      assessment of compliance with the Relevant Servicing Criteria set forth in
      Exhibit S 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 as of and for the fiscal year covered by the Form
      10-K required to be filed pursuant to Section 8.12, 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 as of and for such period.

     

    Promptly
      after receipt of each such report on assessment of compliance as well as the
      reports on assessment of compliance provided to the Depositor under the
      Servicing Agreements, (i) the Depositor shall review each such report and,
      if
      applicable, consult with the Master Servicer, the Securities Administrator,
      any
      Servicer and any Servicing Function Participant engaged by any such party 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 S or as set forth in the applicable Servicing
      Agreement.

     

    
      
        
        

      

      
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    The
      Master Servicer shall enforce any obligation of each Servicer to cause to be
      delivered to the Securities Administrator an annual report on assessment of
      compliance within the time frames set
      forth
      in the related Servicing Agreements, and in such form and
      substance as required by the related Servicing Agreements. If the Master
      Servicer and the Securities Administrator are different Persons, the Master
      Servicer will promptly forward any assessment of compliance it receives from
      any
      Servicer to the Securities Administrator.

     

    In
      the
      event the Master Servicer, the Securities Administrator, the Custodian or any
      Servicing Function Participant engaged by any such party 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 a report on assessment of compliance pursuant to this Section
      3.03, or to such other applicable agreement, for the period of time in such
      reporting period prior to such termination, assignment or resignation,
      notwithstanding any such termination, assignment or resignation.

     

    Section
      3.04 Report
      on Attestation of Compliance with Relevant Servicing Criteria.
      On or
      before March 15th
      of each
      calendar year for so long as the Depositor is required to file reports with
      respect to the Trust under the Exchange Act, commencing in March 2008, the
      Master Servicer, the Securities Administrator and the Custodian, each at its
      own
      expense, shall cause, and each such party shall cause any Servicing Function
      Participant engaged by it to cause, each at its own expense, a registered public
      accounting firm (which may also render other services to the Master Servicer,
      the Securities Administrator, the Custodian or such other Servicing Function
      Participants, as the case may be) that is a member of the American Institute
      of
      Certified Public Accountants to furnish an attestation report to the Securities
      Administrator and the Depositor, 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 Public Company Accounting Oversight Board, 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 each such assessment of compliance and attestation report
      as
      well as the assessment of compliance and attestation report provided the
      Depositor under the Servicing Agreements, the Securities Administrator shall
      confirm that each assessment submitted pursuant to Section 3.03 and the
      Servicing Agreements is coupled with an attestation meeting the requirements
      of
      this Section and notify the Depositor of any exceptions.

     

    
      
        
        

      

      
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    The
      Master Servicer shall enforce any obligation of each Servicer to cause to be
      delivered to the Securities Administrator an attestation within the time frames
      set forth in the related Servicing Agreement, and in such form and substance
      as
      may be required by the related Servicing Agreement. If the Master Servicer
      and
      the Securities Administrator are different Persons, the Master Servicer will
      promptly forward any attestation it receives from any Servicer to the Securities
      Administrator.

     

    In
      the
      event the Master Servicer, the Securities Administrator, the Custodian or any
      Servicing Function Participant engaged by any such party, 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 3.04, or to such other applicable agreement, notwithstanding any such
      termination, assignment or resignation.

     

    Section
      3.05 Annual
      Officer’s Certificates.
      iii)
      Each
      Form 10-K filed with the Commission shall include a Sarbanes-Oxley Certification
      exactly as set forth in Exhibit L attached hereto, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Master Servicer, the
      Securities Administrator and the Custodian shall, and shall cause any Servicing
      Function Participant engaged by them to, provide to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 10th
      of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act, commencing in March 2008, and otherwise within a reasonable period of
      time
      upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit N, 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 serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com and by facsimile at (443) 367-3307. In
      the
      event any such party or any Servicing Function Participant engaged by any such
      party is terminated or resigns pursuant to the terms of this Agreement, or
      any
      applicable sub servicing agreement, as the case may be, such party shall provide
      a Back-Up Certification to the Certifying Person pursuant to this Section 3.05
      with respect to the period of time it was subject to this Agreement or any
      applicable sub servicing agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and Securities Administrator shall not be
      required to deliver a Back-Up Certification to each other if both are the same
      Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to sign the Sarbanes-Oxley Certification in
      the
      event that it does not receive any Back-Up Certification required to be
      furnished to it pursuant to this section or any Servicing
      Agreement.

     

    (b) On
      or
      before March 15th
      of each
      calendar year, for so long as the Depositor is required to file reports with
      respect to the Trust under the Exchange Act, commencing in March 2008, the
      Master Servicer shall deliver (or otherwise make available) (and the Master
      Servicer shall cause any Servicing Function Participant engaged by it to
      deliver) to the Depositor and the Securities Administrator, an Officer’s
      Certificate substantially in the form of Exhibit U 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 party’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, 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.

     

    
      
        
        

      

      
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    In
      the
      event the Master Servicer or any Servicing Function Participant engaged by
      any
      such party is terminated or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide an Officer’s Certificate covering the
      portion of the reporting period for which it served pursuant to this Section
      3.05 or to such applicable agreement, as the case may be, notwithstanding any
      such termination, assignment or resignation.

     

    The
      Master Servicer shall enforce any obligation of each Servicer to cause to be
      delivered to the Master Servicer such annual Officer’s
      Certificate
      (in
      respect of Item 1123 of Regulation AB) within the time frames set
      forth
      in the related Servicing Agreements, and in such form and
      substance as required by the related Servicing Agreements. The Master Servicer
      will promptly forward any such Officer’s Certificate it receives from any
      Servicer to the Securities Administrator.

     

    
      
        
        

      

      
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    Section
      3.06 Indemnification.
      iv)
      Each of
      the Depositor, the Master Servicer, the Securities Administrator, the Custodian,
      the Trustee (only in the case of any failure to deliver any information, data
      or
      materials required to be included in any Additional Form 10-D Disclosure,
      Additional Form 10-K Disclosure or Form 8-K Disclosure Information that the
      Trustee is obligated to provide, and only with respect to the Depositor, the
      Master Servicer and the Securities Administrator) and any Servicing Function
      Participant (each, an “Indemnifying Party”) engaged by any such party, shall
      indemnify and hold harmless each Indemnifying Party, and each of its directors,
      officers, employees, agents, and affiliates 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 (i) any breach by such party of any if its obligations hereunder, including
      particularly its obligations to provide any annual statement of compliance,
      annual assessment of compliance with Servicing Criteria or attestation report
      or
      any information, data or materials required to be included in any Exchange
      Act
      report, (ii) any material misstatement or omission in any information, data
      or
      materials provided by such party including any material misstatement or material
      omission in (A) any annual statement of compliance or annual assessment of
      compliance with Servicing Criteria or attestation report delivered by it, or
      by
      any Servicing Function Participant engaged by it, pursuant to this Agreement,
      or
      (B) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
      Form
      8-K Disclosure Information provided by it, or (iii) the negligence, bad faith
      or
      willful misconduct of such indemnifying party in connection with its performance
      hereunder. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee, the Custodian or the Depositor, as the case may be, then each
      Indemnifying Party agrees that it shall contribute to the amount paid or payable
      by the Master Servicer, the Securities Administrator, the Trustee, the Custodian
      or the Depositor, as applicable, as a result of any claims, losses, damages
      or
      liabilities incurred by such party in such proportion as is appropriate to
      reflect the relative fault of the indemnified party on the one hand and the
      indemnifying party on the other. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    (b) The
      Depositor, the Securities Administrator, the Custodian and the Trustee shall
      immediately notify the Master Servicer if a claim is made by a third party
      with
      respect to this Agreement or the Mortgage Loans which would entitle the
      Depositor, the Securities Administrator, the Custodian, the Trustee or the
      Trust
      to indemnification from the Master Servicer, whereupon the Master Servicer
      shall
      assume 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 them in respect of such
      claim. If the Master Servicer and any such indemnified party have a conflict
      of
      interest with respect to any such claim, the indemnified party shall have the
      right to retain separate counsel.

     

    Section
      3.07 Advances.
      v)
      To the
      extent provided in the related Servicing Agreement, the amount of P&I
      Advances to be made by each Servicer for any Remittance Date shall equal,
      subject to Section 3.07(c), the sum of (i) the aggregate amount of
      Scheduled Payments (with each interest portion thereof net of the related
      Servicing Fee), due during the Due Period immediately preceding such Remittance
      Date in respect of the Mortgage Loans, which Scheduled Payments were not
      received as of the close of business on the related Determination Date, plus
      (ii) with respect to each REO Property, which REO Property was acquired
      during or prior to the related Prepayment Period and as to which such REO
      Property an REO Disposition did not occur during the related Prepayment Period,
      an amount equal to the excess, if any, of the Scheduled Payments (with each
      interest portion thereof net of the related Servicing Fee) that would have
      been
      due on the related Due Date in respect of the related Mortgage Loans, over
      the
      net income from such REO Property transferred to the Collection Account for
      distribution on such Remittance Date.

     

    
      
        
        

      

      
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    (b) To
      the
      extent provided in the related Servicing Agreement, on each Remittance Date,
      each Servicer shall remit in immediately available funds to the Securities
      Administrator, an amount equal to the aggregate amount of P&I Advances, if
      any, to be made in respect of the Mortgage Loans and REO Properties for the
      related Remittance Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case, it will cause to be made an appropriate entry in the records
      of
      the Collection Account that Amounts Held for Future Distribution have been,
      as
      permitted by this Section 3.07, used by it in discharge of any such P&I
      Advance) or (iii) in the form of any combination of (i) and
      (ii) aggregating the total amount of P&I Advances to be made by the
      applicable Servicer with respect to the Mortgage Loans and REO Properties.
      To
      the extent provided in the related Servicing Agreement, any Amounts Held for
      Future Distribution and so used shall be appropriately reflected in the
      applicable Servicer’s records and replaced by such Servicer by deposit in the
      Collection Account on or before any future Remittance Date to the extent
      required.

     

    (c) To
      the
      extent provided in the related Servicing Agreement, the obligation of each
      Servicer to make such P&I Advances is mandatory, notwithstanding any other
      provision of this Agreement but subject to (d) below, and, with respect to
      any Mortgage Loan or REO Property, shall continue until a Final Recovery
      Determination in connection therewith or the removal thereof from coverage
      under
      this Agreement, except as otherwise provided in this Section.

     

    (d) To
      the
      extent provided in the related Servicing Agreement, notwithstanding anything
      herein to the contrary, no P&I Advance or Servicing Advance shall be
      required to be made hereunder by any Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance. To the extent provided in the related
      Servicing Agreement, the determination by any Servicer that it has made a
      Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or that any
      proposed P&I Advance or Servicing Advance, if made, would constitute a
      Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance,
      respectively, shall be evidenced by a Servicing Officer’s certificate of the
      applicable Servicer delivered to the Master Servicer. In addition, to the extent
      provided in the related Servicing Agreement, the Servicer shall not be required
      to advance any Relief Act Interest Shortfalls.

     

    (e) To
      the
      extent provided in the related Servicing Agreement, except as otherwise provided
      herein, the Servicer shall be entitled to reimbursement pursuant the applicable
      section of its related Servicing Agreement for Servicing Advances from
      recoveries from the related Mortgagor or from all Liquidation Proceeds and
      other
      payments or recoveries (including Insurance Proceeds, Condemnation Proceeds
      and
      Subsequent Recoveries) with respect to the related Mortgage Loan.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    DISTRIBUTIONS

     

    Section
      4.01 The
      Distribution Account.
      On each
      Remittance Date, the Securities Administrator shall deposit in the Distribution
      Account all funds remitted to it by the Servicers pursuant to the Servicing
      Agreements. The Securities Administrator may retain or withdraw from the
      Distribution Account, (i) amounts necessary to reimburse the Servicers pursuant
      to the Servicing Agreements, (ii) amounts necessary to reimburse the Master
      Servicer for any previously unreimbursed Advances and any Advances the Master
      Servicer deems to be nonrecoverable from the related Mortgage Loan proceeds,
      (iii) an amount to indemnify the Master Servicer, the Securities Administrator,
      the Custodian or the Servicers for amounts due in accordance with this
      Agreement, (iv) to reimburse the Master Servicer, the Securities Administrator,
      the Custodian, any Servicer or the Trustee, as the case may be, for expenses
      reasonably incurred in respect of any breach or defect giving rise to the
      repurchase obligation of a Mortgage Loan Seller under a Transfer Agreement
      or
      the Sponsor under this Agreement that were included in the Repurchase Price
      of
      the Mortgage Loan, including any expenses arising out of the enforcement of
      the
      repurchase obligation, to the extent not otherwise paid pursuant to the terms
      hereof, (v) any other amounts that each of the Depositor, Trustee, Master
      Servicer, Securities Administrator and Custodian is entitled to receive
      hereunder for reimbursement, indemnification or otherwise.

     

    Section
      4.02 Priorities
      of Distribution.
      vi)
      On each
      Distribution Date, the Securities Administrator shall make the disbursements
      and
      transfers from amounts then on deposit in the Distribution Account, and shall
      distribute such amounts in the following order of priority and to the extent
      of
      the Available Funds:

     

    (i) to
      the
      related Senior Certificates (other than the Class PO Certificate
      and the
      Principal Only Certificates), on a pro
      rata basis
      based on Accrued Certificate Interest payable on such Certificates with respect
      to such Distribution Date, Accrued Certificate Interest on such Classes of
      Certificates for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date except as provided
      in the last paragraph of this Section 4.02(a), in each case in respect of
      interest on such Class;

     

    (ii) to
      the
      Class I-A-PO Certificates, Class II-A-PO Certificates and Class III-A-PO
      Certificates from the Available Funds for Loan Group I, Loan Group II and Loan
      Group III, respectively, the Class PO Principal Distribution Amount for the
      related Loan Group, until the Class Certificate Balance of the related Class
      PO
      Certificates has been reduced to zero; and

     

    (iii) to
      the
      Group I Certificates, the Group II Certificates and the Group III Certificates
      (other than the Class A-PO Certificates or any Interest Only Certificates)
      from
      the related remaining Available Funds, in each case in the priorities and
      amounts set forth in Section 4.02(b), the sum of the following amounts for
      each
      Loan Group (applied to reduce the Class Certificate Balance of such
      Certificates):

     

    
      
        
        

      

      
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    (A) the
      Senior Percentage for that Loan Group for such Distribution Date multiplied
      by
      the sum of the following:

     

    1. The
      principal portion of each Monthly Payment due during the related Due Period
      on
      each Outstanding Mortgage Loan (other than the related Discount Fraction of
      the
      principal portion of such payment with respect to a Discount Mortgage Loan),
      whether or not received on or prior to the related Determination Date, minus
      the
      principal portion of any Debt Service Reductions other than the related Discount
      Fraction of the principal portion of the Debt Service Reductions (other than
      the
      related Discount Fraction of the principal portion of such Debt Service
      Reductions with respect to each Discount Mortgage Loan) with respect to a
      Discount Mortgage Loan in the related Loan Group, which together with other
      Bankruptcy Losses exceeds the Bankruptcy Amount;

     

    2. The
      Stated Principal Balance of any Mortgage Loan repurchased during the preceding
      calendar month (or deemed to have been so repurchased in accordance with
      Section 3.07(b)) pursuant to Section 2.03 or the amount of any Substitution
      Adjustment Amount deposited in the related Collection Account in connection
      with
      the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during
      the preceding calendar month (other than the related Discount Fraction of such
      Stated Principal Balance or Substitution Adjustment Amount with respect to
      each
      Discount Mortgage Loan); and

     

    3. The
      principal portion of all other collections (other than Scheduled Payments,
      Principal Prepayments in Full, Curtailments and amounts received in connection
      with a Cash Liquidation or REO Disposition of a Mortgage Loan described in
      Section 4.02(a)(iii)(B), including without limitation Insurance Proceeds,
      Liquidation Proceeds and REO Proceeds) including Subsequent Recoveries received
      during the preceding calendar month to the extent applied by the Servicer as
      recoveries of principal of the related Mortgage Loan pursuant to the related
      Servicing Agreement (other than the related Discount Fraction of such
      unscheduled collections with respect to each Discount Mortgage
      Loan);

     

    
      
        
        

      

      
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    (B) with
      respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition
      occurred during the preceding calendar month and did not result in any Excess
      Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
      Extraordinary Losses, an amount equal to the lesser of (a) the related Senior
      Percentage for such Distribution Date multiplied by the Stated Principal Balance
      of such Mortgage Loan (other than the related Discount Fraction of the Stated
      Principal Balance with respect to each Discount Mortgage Loan) and (b) the
      related Senior Accelerated Distribution Percentage for such Distribution Date
      multiplied by the related unscheduled collections (including without limitation
      Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied
      by the Servicer as recoveries of principal of the related Mortgage Loan pursuant
      to the related Servicing Agreement (in each case other than the portion of
      such
      unscheduled collections, with respect to a Discount Mortgage Loan, included
      in
      clause (iii) of the definition of Class PO Principal Distribution
      Amount);

     

    (C) the
      related Senior Accelerated Distribution Percentage for such Distribution Date
      multiplied by the aggregate of all Principal Prepayments received in the related
      Prepayment Period (other than the related Discount Fraction of such Principal
      Prepayments with respect to each Discount Mortgage Loan);

     

    (D) any
      related Excess Subordinate Principal Amount for such Distribution Date related
      to Realized Losses on Mortgage Loans in that Loan Group; and

     

    (E) any
      amounts described in subsection (iii), clauses (A), (B) and (C) of this
      Section 4.02(a), as determined for any previous Distribution Date, which
      remain unpaid after application of amounts previously distributed pursuant
      to
      this clause (E) to the extent that such amounts are not attributable to Realized
      Losses which have been allocated to the Subordinate Certificates;

     

    (iv) to
      the
      Holders of the Class B-1 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date, except as provided
      below;

     

    (v) to
      the
      Holders of the Class B-1 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date, minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates, to the extent the amounts available pursuant to clause
      (x)
      of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient
      therefor, applied in reduction of the Class Certificate Balance of the
      Class B-1 Certificates;

     

    (vi) to
      the
      Holders of the Class B-2 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date, except as provided
      below;

     

    
      
        
        

      

      
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    (vii) to
      the
      Holders of the Class B-2 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date, minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates, to the extent the amounts available pursuant to clause
      (x)
      of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor,
      applied in reduction of the Class Certificate Balance of the Class B-2
      Certificates;

     

    (viii) to
      the
      Holders of the Class B-3 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date, except as provided
      below;

     

    (ix) to
      the
      Holders of the Class B-3 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates, to the extent the amounts available pursuant to clause
      (x)
      of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor,
      applied in reduction of the Class Certificate Balance of the Class B-3
      Certificates;

     

    (x) to
      the
      Holders of the Class B-4 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date, except as provided
      below;

     

    (xi) to
      the
      Holders of the Class B-4 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates, to the extent the amounts available pursuant to clause
      (x)
      of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied
      in
      reduction of the Class Certificate Balance of the Class B-4
      Certificates;

     

    (xii) to
      the
      Holders of the Class B-5 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date, plus any Accrued Certificate Interest
      thereon remaining unpaid from any previous Distribution Date, except as provided
      below;

     

    (xiii) to
      the
      Holders of the Class B-5 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates, to the extent the amounts available pursuant to clause
      (x)
      of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in
      reduction of the Class Certificate Balance of the Class B-5
      Certificates;

     

    
      
        
        

      

      
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    (xiv) to
      the
      Holders of the Class B-6 Certificates, an amount equal to (x) the Accrued
      Certificate Interest thereon for such Distribution Date, plus any Accrued
      Certificate Interest thereon remaining unpaid from any previous Distribution
      Date, except as provided below, minus (y) the amount of any Class PO
      Collection Shortfalls for such Distribution Date or remaining unpaid for all
      previous Distribution Dates, to the extent the amounts available pursuant to
      clause (x) of Section 4.02(a)(xv) are insufficient therefor;

     

    (xv) to
      the
      Holders of the Class B-6 Certificates, an amount equal to (x) the
      Subordinate Principal Distribution Amount for such Class of Certificates
      for such Distribution Date minus (y) the amount of any Class PO Collection
      Shortfalls for such Distribution Date or remaining unpaid for all previous
      Distribution Dates applied in reduction of the Class Certificate Balance of
      the
      Class B-6 Certificates;

     

    (xvi) to
      the
      Senior Certificates related to any Loan Group, in the priority set forth in
      Section 4.02(b), the portion, if any, of the related Available Funds
      remaining after the foregoing distributions, applied to reduce the Class
      Certificate Balances of such Senior Certificates, but in no event more than
      the
      aggregate of the outstanding Class Certificate Balances of each such
      Class of Senior Certificates, and thereafter, to each Class of
      Subordinate Certificates then outstanding beginning with such Class with
      the Highest Priority, any portion of the related Available Funds remaining
      after
      the related Senior Certificates have been retired, applied to reduce the Class
      Certificate Balance of each such Class of Subordinate Certificates, but in
      no event more than the outstanding Class Certificate Balance of each such
      Class of Subordinate Certificates; 

     

    (xvii) to
      the
      Class R-3 Interest, beneficial ownership of which is evidenced by the
      Class R Certificates, the balance, if any, of the Available Funds for
      either Loan Group.

     

    Notwithstanding
      the foregoing, on any Distribution Date, with respect to the Class of
      Subordinate Certificates outstanding on such Distribution Date with the Lowest
      Priority, or in the event the Subordinate Certificates are no longer
      outstanding, the Senior Certificates, Accrued Certificate Interest thereon
      remaining unpaid from any previous Distribution Date shall be distributable
      only
      to the extent that (1) a shortfall in the amounts available to pay Accrued
      Certificate Interest in any Class of related certificates results from an
      interest rate reduction in connection with a Servicing Modification on a
      Mortgage Loan in the related Loan Group, or (2) such unpaid Accrued
      Certificate Interest was attributable to interest shortfalls relating to the
      failure of the related Servicer to the Master Servicer to make any required
      Advance, or the determination by the Servicer or the Master Servicer that any
      proposed Advance would be a Nonrecoverable P&I Advance with respect to the
      related Mortgage Loan where such Mortgage Loan has not yet been the subject
      of a
      Cash Liquidation or REO Disposition.

     

    (b) Distributions
      of principal on the Senior Certificates (other than the Class PO Certificates
      and Interest Only Certificates) on each Distribution Date occurring prior to
      the
      Credit Support Depletion Date shall be made as follows:

     

    
      
        
        

      

      
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    (i) the
      Senior Principal Distribution Amount for Loan Group I will be distributed
      sequentially as follows:

     

    (A) to
      the
      Class R-1 Interest and, in accordance with Section 11.04(a)(ii), to the Class
      R-2 Interest, beneficial ownership of which is evidenced by the Class R
      Certificates, pro rata, in accordance with their respective Class Certificate
      Balances, until the Class Certificate Balances of the Class R-1 Interest and
      Class R-2 Interest, respectively, have been reduced to zero; and

     

    (B) any
      remaining amount to the Class I-A-1 and Class I-A-2 Certificates, pro rata,
      based on each class’s Certificate Principal Balance, until the Class Certificate
      Balance of the Class I-A-1 and Class I-A-2 Certificates, respectively, has
      been
      reduced to zero.

     

    (ii) the
      Senior Principal Distribution Amount for Loan Group II will be distributed
      to
      the Class II-A-1 Certificates, Class II-A-3 Certificates and Class II-A-4
      Certificates, pro rata, based on each class’s Certificate Principal Balance,
      until the Class Certificate Balance of the Class II-A-1 Certificates, Class
      II-A-3 Certificates and Class II-A-4 Certificates, respectively, has been
      reduced to zero.

     

    (iii) the
      Senior Principal Distribution Amount for Loan Group III will be distributed
      concurrently among (i) and (ii) as follows: (i) 2.9397888323% to the Class
      III-A-5 Certificates until the Class Certificate Balance of the Class III-A-5
      Certificates has been reduced to zero and (ii) 97.0602111677% to:

     

    first,
      to the
      Class III-A-1 Certificates, an amount up to the NAS Amount for that Distribution
      Date, until the Class Certificate Balance of the Class III-A-1 Certificates
      has
      been reduced to zero;

     

    second,
      an
      amount up to $795,000 to the Class III-A-2 Certificates and Class III-A-3
      Certificates, pro rata, based on each class’s Certificate Principal Balance,
      until the Class Certificate Balance of the Class III-A-2 Certificates and Class
      III-A-3 Certificates, respectively, has been reduced to zero;

     

    third,
      an
      amount up to $599,000 to the Class III-A-2 Certificates, until the Class
      Certificate Balance of the Class III-A-2 Certificates has been reduced to
      zero;

     

    fourth,
      to the
      Class III-A-3 Certificates, until the Class Certificate Balance of the Class
      III-A-3 Certificates has been reduce to zero, to the Class III-A-2 Certificates,
      until the Class Certificate Balance of the Class III-A-2 Certificates has been
      reduce to zero, to the Class III-A-4 Certificates, until the Class Certificate
      Balance of the Class III-A-4 Certificates has been reduce to zero;
      and

     

    fifth,
      to the
      Class III-A-1 Certificates, without regard to the NAS Amount for that
      Distribution Date, until the Class Certificate Balance of the Class III-A-1
      Certificates has been reduced to zero;

     

    
      
        
        

      

      
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    Provided,
      that for any Distribution Date on which the Class III-A-8 Certificates and
      Class
      III-A-9 Certificates are outstanding, such Certificates will be paid the
      aggregate amount that would otherwise have been distributable to the Class
      III-A-1 Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates
      and
      Class III-A-4 Certificates had such Certificates been outstanding on such
      Distribution Date, pro rata, based on each class’s Class Certificate Balance,
      until the Class Certificate Balance of each of the Class III-A-8 Certificates
      and Class III-A-9 Certificates has been reduced to zero.

     

    (c) Prior
      to
      the occurrence of the Credit Support Depletion Date but after the reduction
      of
      the Class Certificate Balances of the Senior Certificates (other than any Class
      PO Certificates) related to any Loan Group to zero, if either (i) the
      Subordinate Percentage for such Loan Group on that date is less than 200% of
      the
      Subordinate Percentage as of the Closing Date or (ii) the Stated Principal
      Balance of the Mortgage Loans in any Loan Group Delinquent 60 days or more
      (including, for this purpose, Mortgage Loans in REO, foreclosure or bankruptcy
      status) averaged over the six months prior to the Determination Date, as a
      percentage of such aggregate Class Certificate Balance of the Subordinate
      Certificates, is greater than or equal to 50%, all Scheduled Payments, Principal
      Prepayments or any other payment of principal received or advanced with respect
      to the Mortgage Loans in the Loan Group (less the Discount Fraction of such
      payments with respect to any Discount Mortgage Loan in that Loan Group) relating
      to the Senior Certificates of which the aggregate Class Certificate Balance
      has
      been paid in full, will be applied on the related Distribution Date as a
      distribution of principal to the remaining Senior Certificates (other than
      the
      related Class PO Certificates and Interest Only Certificates) of such other
      Certificate Groups, pro rata, on the basis of the aggregate Class Certificate
      Balance of the Senior Certificates of such Certificate Groups rather than
      applied as a principal distribution to the Subordinate Certificates. Such
      principal will be distributed on the related Distribution Date in the same
      priority as those Senior Certificates would receive other distributions of
      principal;

     

    (d) If
      on any
      Distribution Date prior to the Credit Support Depletion Date any Loan Group
      is
      an Undercollateralized Certificate Group and any other Loan Group is an
      Overcollateralized Group, in each case after giving effect to distributions
      to
      be made on such Distribution Date, all Scheduled Payments, Principal Prepayments
      and any other payments of principal received or advanced with respect to the
      Mortgage Loans allocable to the related Overcollateralized Group (less the
      Discount Fraction of such payments with respect to any Discount Mortgage Loan
      in
      that Loan Group) will be paid in the following priority: (1) first, such amount,
      up to the Total Transfer Amount for that Undercollateralized Group will be
      distributed first to the Senior Certificates (other than the Class PO
      Certificates) related to the Undercollateralized Group in payment of accrued
      but
      unpaid interest, if any, and then to those Senior Certificates (other than
      the
      Class PO Certificates and Interest Only Certificates) as principal (in
      accordance with the priorities set forth in Section 4.02(b)) and (2)
      second, any remaining amount will be distributed to the Subordinate Certificates
      (in accordance with the priorities set forth in Section 4.02(b); provided,
      that
      if more than one Undercollateralized Group exists on any Distribution Date,
      the
      related Transfer Payments shall be allocated among such Undercollateralized
      Groups, pro rata, on the basis of the amount by which the aggregate Class
      Certificate Balance of the related Senior Certificates (other than the Class
      PO
      Certificates) immediately prior to such Distribution Date is greater than the
      aggregate Stated Principal Balance of the Mortgage Loans (less the Discount
      Fraction of any Discount Mortgage Loans) in the related Loan Group; provided,
      further, that if more than one Overcollateralized Group exists on any
      Distribution Date the related Transfer Payments shall be allocated among such
      Overcollateralized Groups, pro rata, on the basis of the Class Certificate
      Balance of the related Senior Certificates (other than the Class PO
      Certificates).

     

    
      
        
        

      

      
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    (e) [Reserved].

     

    (f) After
      the
      reduction of the Class Certificate Balances of the Senior Certificates of any
      Certificate Group (other than the Class PO Certificates) to zero but prior
      to
      the Credit Support Depletion Date, the Senior Certificates (other than the
      related Class PO Certificates) shall be entitled to no further distributions
      of
      principal thereon, and the related Available Funds shall be distributed solely
      to the holders of the related Class PO, Class IO, and Subordinate Certificates,
      in each case as described herein.

     

    (g) [Reserved].

     

    (h) In
      addition to the foregoing distributions, with respect to any Subsequent
      Recoveries, the related Servicer shall deposit such funds into the related
      Collection Account. If, after taking into account such Subsequent Recoveries,
      the amount of a Realized Loss with respect to any Mortgage Loan is reduced,
      the
      amount of such Subsequent Recoveries will be applied to increase the Class
      Certificate Balance of the Class of related Subordinate Certificates with the
      Highest Priority to which Realized Losses for such Mortgage Loan, other than
      any
      related Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard
      Losses and Extraordinary Losses, have been allocated, but not by more than
      the
      amount of Realized Losses with respect to such Mortgage Loan previously
      allocated to that Class of Certificates pursuant to Section
      4.04.
      The
      amount of any remaining Subsequent Recoveries from such Mortgage Loan will
      be
      applied to increase the Class Certificate Balance of the Class of Certificates
      with the next Lower Priority, up to the amount of such Realized Losses
      previously allocated to that Class of Certificates pursuant to Section
      4.04.
      Any
      remaining Subsequent Recoveries from the related Mortgage Loan will in turn
      be
      applied to increase the Class Certificate Balance of the Class of Certificates
      with the next Lower Priority up to the amount of such Realized Losses previously
      allocated to that Class of Certificates pursuant to Section
      4.04,
      and so
      on. Holders of such Certificates will not be entitled to any payment in respect
      of Accrued Certificate Interest on the amount of such increases for any Interest
      Accrual Period preceding the Distribution Date on which such increase occurs.
      Any application of Subsequent Recoveries to the Senior Certificates will be
      made
      in proportion to the allocation of the original Realized Loss to the Senior
      Certificates of the related Loan Group. Any such increases shall be applied
      to
      the Class Certificate Balance of each Certificate of such Class in accordance
      with its respective Percentage Interest.

     

    (i) The
      Classes of Exchangeable Certificates outstanding on any Distribution Date shall
      be entitled to the principal and interest distributions for such Certificates
      pursuant to this Section
      4.02.
      In the
      event that any Class of Exchangeable Certificates comprising a Combination
      Group
      are exchanged for their related Exchanged Certificates, such Exchanged
      Certificates shall be entitled to the principal distributions that would be
      allocable to the related Exchangeable Certificates pursuant to this Section
      4.02
      if such
      Exchangeable Certificates were outstanding on such date. Such Exchanged
      Certificates shall also be entitled to the combined Pass-Through Rate of the
      related Exchangeable Certificates.

     

    
      
        
        

      

      
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    (j) Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be solely responsible
      for crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Securities Administrator, the Sponsor, the Depositor or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    (k) [Reserved].

     

    (l) [Reserved].

     

    Section
      4.03 Monthly
      Statements to Certificateholders.
      vii)
      Not
      later than each Distribution Date, the Securities Administrator shall make
      available to each Certificateholder, the Master Servicer, each Servicer, the
      Depositor, the Trustee and each Rating Agency a statement, based on information
      and to the extent provided by the Servicers, setting forth with respect to
      the
      related distribution:

     

    (i) the
      amount thereof allocable to principal (other than with respect to the Interest
      Only Certificates), separately identifying the aggregate amount of any Principal
      Prepayments, Liquidation Proceeds and Subsequent Recoveries;

     

    (ii) the
      amount thereof allocable to interest for such Distribution Date;

     

    (iii) if
      the
      distribution to the Holders of such Class of Certificates is less than the
      full
      amount that would be distributable to such Holders if there were sufficient
      funds available therefor, the amount of the shortfall and the allocation thereof
      as between principal and interest;

     

    (iv) the
      Class
      Certificate Balance of each Class of Certificates after giving effect to the
      distribution of principal on such Distribution Date;

     

    (v) the
      Pool
      Stated Principal Balance for the following Distribution Date;

     

    (vi) the
      amount of the Servicing Fees (in the aggregate and separately stated) paid
      to or
      retained by the Servicers and any Subservicer with respect to such Distribution
      Date;

     

    (vii) the
      Interest Rate for each such Class of Certificates (other than the Class PO
      Certificates) with respect to such Distribution Date;

     

    
      
        
        

      

      
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    (viii) the
      amount of P&I Advances included in the distribution on such Distribution
      Date and the aggregate amount of P&I Advances outstanding as of the close of
      business on the Determination Date immediately preceding such Distribution
      Date;

     

    (ix) by
      Loan
      Group and in the aggregate, the number and aggregate outstanding principal
      balances of Mortgage Loans (except those Mortgage Loans that are liquidated
      as
      of the end of the related Prepayment Period) (1) as to which the Scheduled
      Payment is delinquent 31 to 60 days, 61 to 90 days and 91 or more days, as
      of
      the close of business on the day immediately preceding the Mortgage Loan’s next
      succeeding Due Date, (2) that have become REO Property, (3) that are in
      foreclosure and (4) that are in bankruptcy, as of the close of business on
      the
      last Business Day of the immediately preceding month with respect to clauses
      (2), (3) and (4) above;

     

    (x) by
      Loan
      Group and in the aggregate, with respect to Mortgage Loans that became REO
      Properties during the preceding calendar month, the number and the aggregate
      Stated Principal Balance of such Mortgage Loans as of the close of business
      on
      the Determination Date preceding such Distribution Date and the date of
      acquisition thereof;

     

    (xi) by
      Loan
      Group, and in the aggregate, the total number and aggregate principal balance
      of
      any REO Properties as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xii) in
      the
      aggregate and for each Class of Certificates, the aggregate amount of Realized
      Losses incurred during the preceding calendar month and aggregate Realized
      Losses through such Distribution Date;

     

    (xiii) the
      amount of any Bankruptcy Losses, Fraud Losses, Special Hazard Losses or
      Extraordinary Losses sustained through such Distribution Date;

     

    (xiii) Prepayment
      Charges collected by the Servicers; and

     

    (xiv) any
      exchanges of Exchangeable Certificates which have occurred since the preceding
      Distribution Date, and if applicable, the class certificate names,
      certificate balances, including notional balances, certificate interest rates,
      and any interest and principal paid, including any shortfalls allocated, of
      any
      classes of certificates that were received by the Certificateholder as a result
      of such exchange.

     

    (b) For
      purposes of preparing the Monthly Statement, delinquencies shall be determined
      and reported by the Master Servicer based on the so-called “MBA” methodology
      irrespective of the method for determining delinquencies utilized by the
      applicable Servicer on mortgage loans similar to the Mortgage Loans. By way
      of
      example, a Mortgage Loan would be delinquent with respect to a Scheduled Payment
      due on a Due Date if such Scheduled Payment is not made by the close of business
      on the day immediately preceding the Mortgage Loan’s next succeeding Due Date,
      and a Mortgage Loan would be more than 30-days Delinquent with respect to such
      Scheduled Payment if such Scheduled Payment were not made by the close of
      business on the day immediately preceding the Mortgage Loan’s second succeeding
      Due Date.

     

    
      
        
        

      

      
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    (c) The
      Securities Administrator’s responsibility for making available the above
      statement to the Certificateholders, each Rating Agency, the Master Servicer,
      each Servicer, the Trustee and the Depositor is limited to the availability,
      timeliness and accuracy of the information derived from the Master Servicer
      and
      the Servicers. The Securities Administrator will provide the above statement
      via
      the Securities Administrator’s internet website. The Securities Administrator’s
      website will initially be located at https://www.ctslink.com
      and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (866) 846-4526. Parties that are unable
      to use the above distribution method 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 shall have the right to change the manner
      in
      which the above statement is distributed in order to make such distribution
      more
      convenient and/or more accessible, and the Securities Administrator shall
      provide timely and adequate notification to the Certificateholders and the
      parties hereto regarding any such changes. A paper copy of the statement will
      also be made available upon request.

     

    (d) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon request, cause to be furnished 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), (a)(ii), and
      (a)(vi) of this Section 4.03 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 have
      previously been provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time in effect.

     

    (e) Within
      a
      reasonable period of time after March 15th
      of each
      calendar year, the Securities Administrator shall without charge, upon written
      request, cause to be furnished to each Person who at any time during the
      calendar year was a Certificateholder, copies of the annual reports set forth
      in
      Sections 3.03 and 3.04 of this Agreement for such calendar year during
      which such Person was a Certificateholder.

     

    Section
      4.04 Allocation
      of Realized Losses.
      Prior
      to each Distribution Date, the Securities Administrator shall determine the
      total amount of Realized Losses, if any, based solely upon the information
      provided by the Servicers to the Master Servicer, that resulted from any Cash
      Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
      or REO Disposition that occurred during the related Prepayment Period or, in
      the
      case of a Servicing Modification that constitutes a reduction of the interest
      rate on a Mortgage Loan, the amount of the reduction in the interest portion
      of
      the Scheduled Payment due during the related Due Period. The amount of each
      Realized Loss shall be based solely on and evidenced by an Officers’ Certificate
      provided by the Servicers. With respect to all Realized Losses (i) the principal
      portion of Realized Losses, other than Excess Special Hazard Losses,
      Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall
      be
      allocated by the Securities Administrator as follows: first, to the Class B-6
      Certificates until the Class Certificate Balance thereof has been reduced to
      zero; second, to the Class B-5 Certificates until the Class Certificate Balance
      thereof has been reduced to zero; third, to the Class B-4 Certificates until
      the
      Class Certificate Balance thereof has been reduced to zero; fourth, to the
      Class
      B-3 Certificates until the Class Certificate Balance thereof has been reduced
      to
      zero; fifth, to the Class B-2 Certificates

     

    
      
        
        

      

      
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     until
      the Class Certificate Balance thereof has been reduced to zero; sixth, to the
      Class B-1 Certificates until the Class Certificate Balance thereof has been
      reduced to zero; and, thereafter, if any such Realized Losses are on a Discount
      Mortgage Loan, to the related Class PO Certificates in an amount equal to the
      Discount Fraction of the principal portion of such Discount Mortgage Loan,
      and
      the remainder of such Realized Losses on that Discount Mortgage Loan will be
      allocated among all remaining classes of Senior Certificates (other than the
      Interest Only Certificates and Class PO Certificates) related to the Loan Group
      that includes that Discount Mortgage Loan and the amount of any Realized Loss
      on
      any Non-Discount Mortgage Loans included in any Loan Group will be allocated
      among all the remaining classes of Senior Certificates (other than the Interest
      Only Certificates and Class PO Certificates) related to that Loan Group on
      a pro
      rata basis until the Class Certificate Balances thereof have been reduced to
      zero, and (ii) the interest portion of Realized Losses, other than any Excess
      Special Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess
      Fraud Losses, shall be allocated by the Securities Administrator as follows:
      first, to the Subordinate Certificates in reverse order of seniority, in
      reduction of the Accrued Certificate Interest thereon payable on the related
      Distribution Date and then in reduction of the Class Certificate Balance of
      such
      Subordinate Certificate, and, second, to the remaining classes of Senior
      Certificates (other than the Class PO Certificates) related to such Loan Group
      on a pro rata basis until the Class Certificate Balances thereof have been
      reduced to zero; provided, however, that (A) such Realized Losses otherwise
      allocable to the Class I-A-1 Certificates will be allocated to the Class I-A-2
      Certificates until the Class Certificate Balance of the Class I-A-2 Certificates
      has been reduced to zero, (B) such Realized Losses otherwise allocable to the
      Class II-A-1 Certificates and Class II-A-3 Certificates, up to (i) in the case
      of losses allocated to the Class II-A-1 Certificates, an amount equal to
      $2,403,177 less any portion of the Class II-A-1 Certificates’ share of Realized
      Losses allocated to the Class II-A-4 Certificates on prior Distribution Dates
      and (ii) in the case of losses allocated to the Class II-A-3 Certificates,
      an
      amount equal to $400,530 less any portion of the Class II-A-3 Certificates’
share of Realized Losses allocated to the Class II-A-4 Certificates on prior
      Distribution Dates, will be allocated to the Class II-A-4 Certificates until
      the
      Class Certificate Balance of the Class II-A-4 Certificates has been reduced
      to
      zero and (C) such Realized Losses otherwise allocable to the Class III-A-1
      Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates and Class
      III-A-4 Certificates up to (i) in the case of losses allocated to the Class
      III-A-1 Certificates, an amount equal to $790,525 less any portion of the Class
      III-A-1 Certificates’ share of Realized Losses allocated to the Class III-A-5
      Certificates on prior Distribution Dates, (ii) in the case of losses allocated
      to the Class III-A-2 Certificates, an amount equal to $2,805,696 less any
      portion of the Class III-A-2 Certificates’ share of Realized Losses allocated to
      the Class III-A-5 Certificates on prior Distribution Dates, (iii) in the case
      of
      losses allocated to the Class III-A-3 Certificates, an amount equal to
      $2,803,092 less any portion of the Class III-A-3 Certificates’ share of Realized
      Losses allocated to the Class III-A-5 Certificates on prior Distribution Dates
      and (iv) in the case of losses allocated to the Class III-A-4 Certificates,
      an
      amount equal to $1,263,628 less any portion of the Class III-A-4 Certificates’
share of Realized Losses allocated to the Class III-A-5 Certificates on prior
      Distribution Dates, will be allocated to the Class III-A-5 Certificates until
      the Class Certificate Balance of the Class III-A-5 Certificates has been reduced
      to zero, provided, however, that for any Distribution Date on which the Class
      III-A-8 Certificates and Class III-A-9 Certificates are outstanding, such
      Realized Losses otherwise allocable to the Class III-A-8 Certificates and Class
      III-A-9 Certificates, up to (i) in the case of losses allocated to the Class
      III-A-8 Certificates, an amount equal to $6,568,231, less any portion of the
      Class III-A-8 

     

    
      
        
        

      

      
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    Certificates’
      share of Realized Losses allocated to the Class III-A-5 Certificates on prior
      Distribution Dates and (ii) in the case of losses allocated to the Class III-A-9
      Certificates, an amount equal to $1,094,710 less any portion of the Class
      III-A-9 Certificates’ share of Realized Losses allocated to the Class III-A-5
      Certificates on prior Distribution Dates, will be allocated to the Class III-A-5
      Certificates until the Class Certificate Balance of the Class III-A-5
      Certificates has been reduced to zero.

     

    The
      principal portion of any Excess Special Hazard Losses, Excess Bankruptcy Losses,
      Excess Fraud Losses and Extraordinary Losses on any Discount Mortgage Loan
      shall
      be allocated to the related Class PO Certificates in an amount equal to the
      Discount Fraction thereof and the applicable Loan Group Senior Percentage of
      the
      remainder of such Realized Loss on such Discount Mortgage Loan and the
      applicable Loan Group Senior Percentage of the entire amount of such Realized
      Loss on any Non-Discount Mortgage Loan, will be allocated among the Senior
      Certificates (other than the Class PO Certificates and Interest Only
      Certificates) related to each Loan Group that includes all or portion of such
      Mortgage Loan. The remainder of the principal portion of such losses will be
      allocated to the Subordinate Certificates. The interest portion of such losses
      will be allocated to all of the Certificates related to the Loan Group that
      includes such Mortgage Loan, on a pro rata basis, based on the Accrued
      Certificate Interest thereon payable from the related Loan Group in respect
      to
      the related Distribution Date; provided, however, that (A) such Realized Losses
      otherwise allocable to the Class I-A-1 Certificates will be allocated to the
      Class I-A-2 Certificates until the Class Certificate Balance of the Class I-A-2
      Certificates has been reduced to zero, (B) such Realized Losses otherwise
      allocable to the Class II-A-1 Certificates and Class II-A-3 Certificates, up
      to
      (i) in the case of losses allocated to the Class II-A-1 Certificates, an amount
      equal to $2,403,177 less any portion of the Class II-A-1 Certificates’ share of
      Realized Losses allocated to the Class II-A-4 Certificates on prior Distribution
      Dates and (ii) in the case of losses allocated to the Class II-A-3 Certificates,
      an amount equal to $400,530 less any portion of the Class II-A-3 Certificates’
share of Realized Losses allocated to the Class II-A-4 Certificates on prior
      Distribution Dates, will be allocated to the Class II-A-4 Certificates until
      the
      Class Certificate Balance of the Class II-A-4 Certificates has been reduced
      to
      zero and (C) such Realized Losses otherwise allocable to the Class III-A-1
      Certificates, Class III-A-2 Certificates, Class III-A-3 Certificates and Class
      III-A-4 Certificates up to (i) in the case of losses allocated to the Class
      III-A-1 Certificates, an amount equal to $790,525 less any portion of the Class
      III-A-1 Certificates’ share of Realized Losses allocated to the Class III-A-5
      Certificates on prior Distribution Dates, (ii) in the case of losses allocated
      to the Class III-A-2 Certificates, an amount equal to $2,805,696 less any
      portion of the Class III-A-2 Certificates’ share of Realized Losses allocated to
      the Class III-A-5 Certificates on prior Distribution Dates, (iii) in the case
      of
      losses allocated to the Class III-A-3 Certificates, an amount equal to
      $2,803,092 less any portion of the Class III-A-3 Certificates’ share of Realized
      Losses allocated to the Class III-A-5 Certificates on prior Distribution Dates
      and (iv) in the case of losses allocated to the Class III-A-4 Certificates,
      an
      amount equal to $1,263,628 less any portion of the Class III-A-4 Certificates’
share of Realized Losses allocated to the Class III-A-5 Certificates on prior
      Distribution Dates, will be allocated to the Class III-A-5 Certificates until
      the Class Certificate Balance of the Class III-A-5 Certificates has been reduced
      to zero, provided, however, that for any Distribution Date on which the Class
      III-A-8 Certificates and Class III-A-9 Certificates are outstanding, such
      Realized Losses otherwise allocable to the Class III-A-8 Certificates and Class
      III-A-9 Certificates, up to (i) in the case of losses allocated to the Class
      III-A-8 Certificates, an amount equal to $6,568,231, less any portion of the
      Class III-A-8 

     

    
      
        
        

      

      
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    Certificates’
      share of Realized Losses allocated to the Class III-A-5 Certificates on prior
      Distribution Dates and (ii) in the case of losses allocated to the Class III-A-9
      Certificates, an amount equal to $1,094,710 less any portion of the Class
      III-A-9 Certificates’ share of Realized Losses allocated to the Class III-A-5
      Certificates on prior Distribution Dates, will be allocated to the Class III-A-5
      Certificates until the Class Certificate Balance of the Class III-A-5
      Certificates has been reduced to zero.

     

    In
      addition, the Classes of Exchangeable Certificates outstanding on any
      Distribution Date shall bear the share of Realized Losses and interest
      shortfalls allocable to such Class of Certificates as provided in this
Section
      4.04
      and the
      definition of Accrued Certificate Interest. In addition, such Exchanged
      Certificates shall be allocated the Realized Losses and interest shortfalls
      that
      would be allocable to each of the Classes of related Exchangeable Certificates
      in a Combination Group pursuant to this Section
      4.04
      and the
      definition of Accrued Certificate Interest were such Classes of Exchangeable
      Certificates outstanding on such date. Such Realized Losses and interest
      shortfalls shall be allocated among the Exchanged Certificates as provided
      in
      this Section
      4.04
      and the
      definition of Accrued Certificate Interest.

     

    On
      any
      Distribution Date, Realized Losses will be allocated by the Securities
      Administrator as set forth herein after distributions of principal on the
      Certificates as set forth herein.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro rata basis” among two or more
      specified Classes of Certificates means an allocation on a pro rata basis,
      among
      the various Classes so specified, to each such Class of Certificates on the
      basis of their then outstanding Certificate Balances prior to giving effect
      to
      distributions to be made on such Distribution Date in the case of the principal
      portion of a Realized Loss or based on the Accrued Certificate Interest thereon
      payable on such Distribution Date (without regard to any Compensating Interest
      for such Distribution Date) in the case of an interest portion of a Realized
      Loss. Except as provided in the following sentence, any allocation of the
      principal portion of Realized Losses to a Class of Certificates shall be made
      by
      reducing the Certificate Balance thereof by the amount so allocated, which
      allocation shall be deemed to have occurred on such Distribution Date;
provided
      that no
      such reduction shall reduce the aggregate Certificate Balance of the
      Certificates below the aggregate Stated Principal Balance of the Mortgage Loans.
      

     

    Section
      4.05 [Reserved].

     

    Section
      4.06 Certain
      Matters Relating to the Determination of LIBOR.
      LIBOR
      shall be calculated by the Securities Administrator in accordance with the
      definition of LIBOR. The Interest Rate for each Class of Adjustable Rate
      Certificates for each Interest Accrual Period shall be determined by the
      Securities Administrator on each Adjustable Rate Determination Date so long
      as
      the Adjustable Rate Certificates are outstanding on the basis of LIBOR and
      the
      respective Pass-Through Rate relating to the Certificates. The establishment
      of
      LIBOR by the Securities Administrator and the Securities Administrator’s
      subsequent calculation of the Pass-Through Rate applicable to the Adjustable
      Rate Certificates for the relevant Interest Accrual Period, in the absence
      of
      manifest error, will be final and binding.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    Section
      5.01 The
      Certificates.
      The
      Certificates shall be substantially in the forms attached hereto as exhibits.
      The Certificates shall be issuable in registered form, in the minimum
      denominations, integral multiples in excess thereof (except that one Certificate
      in each Class may be issued in a different amount) and aggregate
      denominations per Class set forth in the Preliminary Statement.


     

    Subject
      to Section 12.02 respecting the final distribution on the Certificates, on
      each Distribution Date the Securities Administrator shall make distributions
      to
      each Certificateholder of record on the preceding Record Date either (x) by
      wire transfer in immediately available funds to the account of such holder
      at a
      bank or other entity having appropriate facilities therefor, if such Holder
      has
      so notified the Securities Administrator at least five Business Days prior
      to
      the applicable Distribution Date or (y) by check mailed by first Class mail
      to such Certificateholder at the address of such holder appearing in the
      Certificate Register; provided,
      however,
      so long
      as such Certificate is a Book-Entry Certificate, all distributions on such
      Certificate will be made through the Depository or the Depository
      Participant.

     

    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized officer. Certificates bearing the
      manual or facsimile signatures of individuals who were, at the time such
      signatures were affixed, authorized to sign on behalf of the Securities
      Administrator shall bind the Securities Administrator, notwithstanding that
      such
      individuals or any of them have ceased to be so authorized prior to the
      authentication and delivery of any such Certificates or did not hold such
      offices at the date of such Certificate. No Certificate shall be entitled to
      any
      benefit under this Agreement, or be valid for any purpose, unless authenticated
      by the Securities Administrator by manual signature, and such authentication
      upon any Certificate shall be conclusive evidence, and the only evidence, that
      such Certificate has been duly executed and delivered hereunder. All
      Certificates shall be dated the date of their authentication. On the Closing
      Date, the Securities Administrator shall authenticate the Certificates to be
      issued at the direction of the Depositor, or any affiliate thereof.

     

    Section
      5.02 Certificate
      Register; Registration of Transfer and Exchange of Certificates.
      viii)
      The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 5.06, a Certificate Register for the Trust
      Fund 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
      execute and deliver, in the name of the designated transferee or transferees,
      one or more new Certificates of the same Class and 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 which 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.

     

    
      
        
        

      

      
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    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
      cancelled 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 said Act and such state securities laws. In determining whether a transfer
      is being made pursuant to an effective registration statement, the Securities
      Administrator shall be entitled to rely solely upon a written notice to such
      effect from the Depositor. In the event that a transfer of a Private Certificate
      which is a Physical Certificate 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 shall certify to the Securities Administrator in writing the facts
      surrounding the transfer in substantially the form set forth in Exhibit H
      (the “Transferor
      Certificate”)
      and
      there shall be delivered to the Securities Administrator a letter in
      substantially the form of Exhibit I (the “Rule 144A
      Investment Letter”)
      or
      (ii) there shall be delivered to the Securities Administrator at the
      expense of the transferor an Opinion of Counsel stating that such transfer
      may
      be made without registration under the Securities Act. For purposes of the
      preceding sentence, with respect to a Private Certificate that is not a Physical
      Certificate or a Residual Certificate, in the event the Rule 144 A Investment
      Letter is not furnished, such representation shall be deemed to have been made
      to the Securities Administrator by the transferee’s (including an initial
      acquirer’s) acceptance of the Private Certificates. In the event that a transfer
      of a Private Certificate which is a Book-Entry Certificate 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 will be deemed to have made as of the transfer
      date each of the certifications set forth in the Transferor Certificate in
      respect of such Certificate and the transferee will be deemed to have made
      as of
      the transfer date each of the certifications set forth in the Rule 144A
      Investment Letter, in respect of such Certificate, in each case as if such
      Certificate were evidenced by a Physical Certificate. As directed by the
      Depositor, the Securities Administrator 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 Depositor, the Master Servicer and the
      Trustee shall cooperate with the Securities Administrator in providing the
      Rule 144A information referenced in the preceding sentence, including
      providing to the Securities Administrator such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Securities Administrator shall reasonably determine 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 Trustee, each Servicer, the Master Servicer and the Depositor
      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.

     

    
      
        
        

      

      
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    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 (in the event such Certificate
      is a
      Private Certificate or a Residual Certificate, such requirement is satisfied
      only by the Securities Administrator’s receipt of a representation letter from
      the transferee substantially in the form of Exhibit I), to the effect that
      such transferee is not an employee benefit plan or arrangement subject to
      Section 406 of ERISA, a plan subject to Section 4975 of the Code or a
      plan subject to any Federal, state or local law (“Similar
      Law”)
      materially similar to the foregoing provisions of ERISA or the Code, nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to effect such transfer, or (ii) in the case
      of an ERISA-Restricted Certificate (other than a Residual Certificate) that
      has
      been the subject of an ERISA-Qualifying Underwriting, and the purchaser is
      an
      insurance company, a representation that the purchaser is an insurance company
      that is purchasing such Certificates with funds contained in an “insurance
      company general account” (as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60 or (iii) in the case of any such
      ERISA-Restricted Certificate other than a Residual Certificate presented for
      registration in the name of an employee benefit plan subject to Title I of
      ERISA, a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a plan subject to
      Similar Law, or a trustee of any such plan or any other person acting on behalf
      of any such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Securities Administrator, which Opinion
      of Counsel shall not be an expense of the Depositor, the Trustee, the Master
      Servicer, the Servicers, the Securities Administrator or the Trust Fund,
      addressed to the Securities Administrator, to the effect that the purchase
      or
      holding of such ERISA-Restricted Certificate will not constitute or result
      in a
      non-exempt prohibited transaction within the meaning of ERISA, Section 4975
      of the Code or any Similar Law and will not subject the Trustee, the Depositor,
      the Securities Administrator, the Master Servicer or any Servicer to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability. For purposes of the preceding sentence, with respect to an
      ERISA-Restricted Certificate that is not a Physical Certificate or a Residual
      Certificate, in the event the representation letter referred to in the preceding
      sentence is not furnished, such representation shall be deemed to have been
      made
      to the Securities Administrator by the transferee’s (including an initial
      acquirer’s) acceptance of the ERISA-Restricted Certificates. Notwithstanding
      anything else to the contrary herein, (a) any purported transfer of an
      ERISA-Restricted Certificate that is a Physical Certificate or Residual
      Certificate, to or on behalf of an employee benefit plan subject to ERISA,
      the
      Code or Similar Law without the delivery to the Securities Administrator of
      a
      representation letter or an Opinion of Counsel satisfactory to the Securities
      Administrator as described above shall be void and of no effect and (b) any
      purported transfer of a Residual Certificate to a transferee that does not
      make
      the representation in clause (i) above shall be void and of no
      effect.

     

    
      
        
        

      

      
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    None
      of
      the Class R Certificates may be sold to any employee benefit plan subject
      to Title I of ERISA, any plan subject to Section 4975 of the Code, or
      any plan subject to any Similar Law or any person investing on behalf or with
      plan assets of such plan.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Securities Administrator shall be under no liability to any Person for
      any
      registration of transfer of any ERISA-Restricted Certificate that is in fact
      not
      permitted by this Section 5.02(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 so long as, in the case
      of a
      Physical Certificate, the transfer was registered by the Securities
      Administrator in accordance with the foregoing requirements.

     

    (c) 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:

     

    (i) 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;

     

    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Securities Administrator shall not
      register the Transfer of any Residual Certificate unless, in addition to the
      certificates required to be delivered to the Securities Administrator under
      subparagraph (b) above, the Securities Administrator shall have been
      furnished with an affidavit (a “Transfer Affidavit”) of the initial owner or the
      proposed transferee in the form attached hereto as Exhibit G;

     

    (iii) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to
      whom such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
      such Person is acting as nominee, trustee or agent in connection with any
      Transfer of a Residual Certificate and (C) not to Transfer its Ownership
      Interest in a Residual Certificate or to cause the Transfer of an Ownership
      Interest in a Residual Certificate to any other Person if it has actual
      knowledge that such Person is a Non-Permitted Transferee;

     

    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 5.02(c), then the last
      preceding Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of 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 Section 5.02(a) and this Section 5.02(c) 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
      so long as the Transfer was registered after receipt of the related Transfer
      Affidavit, Transferor Certificate and the Rule 144A Letter. The Securities
      Administrator shall be entitled but not obligated to recover from any Holder
      of
      a Residual Certificate that was in fact a Non-Permitted Transferee at the time
      it became a Holder or, at such subsequent time as it became a Non-Permitted
      Transferee, all payments made on such Residual 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
      Permitted Transferee of such Certificate; and

     

    
      
        
        

      

      
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    (v) The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Securities Administrator, all information necessary to compute
      any tax imposed under Section 860E(e) of the Code as a result of a Transfer
      of an Ownership Interest in a Residual Certificate to any Holder who is a
      Non-Permitted Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Securities Administrator of an Opinion of
      Counsel, which Opinion of Counsel shall not be an expense of the Trust Fund,
      the
      Trustee, the Securities Administrator or any Servicer, to the effect that the
      elimination of such restrictions will not cause any REMIC created hereunder
      to
      fail to qualify as a REMIC at any time that the Certificates are outstanding
      or
      result in the imposition of any tax on the Trust Fund, a Certificateholder
      or
      another Person. Each Person holding or acquiring any Ownership Interest in
      a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Securities Administrator, is
      reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is a Non-Permitted Transferee and (b) to
      provide for a means to compel the Transfer of a Residual Certificate which
      is
      held by a Person that is a Non-Permitted Transferee to a Holder that is a
      Permitted Transferee.

     

    (d) The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of
      the parties to such transfers.

     

    (e) Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times:
      (i) registration of the Certificates may not be transferred by the
      Securities Administrator except to another Depository; (ii) the Depository
      shall maintain book-entry records with respect to the Certificate Owners and
      with respect to ownership and transfers of such Book-Entry Certificates;
      (iii) ownership and transfers of registration of the Book-Entry
      Certificates on the books of the Depository shall be governed by applicable
      rules established by the Depository; (iv) the Depository may collect its
      usual and customary fees, charges and expenses from its Depository Participants;
      (v) the Securities Administrator shall deal with the Depository, Depository
      Participants and indirect participating firms as representatives of the
      Certificate Owners of the Book-Entry Certificates for purposes of exercising
      the
      rights of holders under this Agreement, and requests and directions for and
      votes of such representatives shall not be deemed to be inconsistent if they
      are
      made with respect to different Certificate Owners; and (vi) 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
      furnished by the Depository Participants with respect to indirect participating
      firms and persons shown on the books of such indirect participating firms as
      direct or indirect Certificate Owners.

     

    
      
        
        

      

      
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    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.

     

    If
      (x) (i) the Depository or the Depositor advises the Securities
      Administrator in writing that the Depository is no longer willing or able to
      properly discharge its responsibilities as Depository, and (ii) the
      Securities Administrator or the Depositor is unable to locate a qualified
      successor, or (y) the Depositor notifies the Depository (and the Securities
      Administrator consents) of its intent to terminate the book-entry system through
      the Depository and, upon receipt of notice of such intent from the Depository,
      the Depository Participants holding beneficial interests in the Book-Entry
      Certificates agree in writing to initiate such termination, the Securities
      Administrator shall notify all Certificate Owners, through the Depository,
      of
      the occurrence of any such event and of the availability of definitive, fully
      registered Certificates (the “Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Securities
      Administrator of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Securities Administrator shall issue the Definitive Certificates. None of the
      Servicers, the Depositor or the Securities Administrator shall be liable for
      any
      delay in delivery of such instruction and each may conclusively rely on, and
      shall be protected in relying on, such instructions. The Depositor shall provide
      the Securities Administrator with an adequate inventory of Certificates to
      facilitate the issuance and transfer of Definitive Certificates. Upon the
      issuance of 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 the Definitive Certificates as Certificateholders hereunder;
      provided, that the Securities Administrator shall not by virtue of its
      assumption of such obligations become liable to any party for any act or failure
      to act of the Depository.

     

    (f) Each
      Private Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied by a written instrument of transfer and
      accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
      or W-9 in form satisfactory to the Securities Administrator, duly executed
      by
      the Certificateholder or his attorney duly authorized in writing. Each
      Certificate presented or surrendered for registration of transfer or exchange
      shall be canceled and subsequently disposed of by the Securities Administrator
      in accordance with its customary practice. No service charge shall be made
      for
      any registration of transfer or exchange of Private 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 Private Certificates.

     

    
      
        
        

      

      
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      Section
        5.03 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 (b) there is delivered
        to the
        Depositor, the Securities Administrator and the Trustee such security or
        indemnity as may be required by them to hold each of them harmless, then,
        in the
        absence of notice to a Responsible Officer of 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 5.03, 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 5.03 shall constitute complete and indefeasible evidence of
        ownership, as if originally issued, whether or not the lost, stolen or destroyed
        Certificate shall be found at any time.

    

     

    Section
      5.04 Persons
      Deemed Owners.
      The
      Trustee, the Depositor, the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator 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 neither the Trustee, the Depositor, the
      Securities Administrator nor any agent of the Trustee, the Depositor or the
      Securities Administrator shall be affected by any notice to the
      contrary.

     

    Section
      5.05 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 which such Certificateholders propose to transmit, or if
      the
      Depositor or any Servicer 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, the
      applicable Servicer or such Certificateholders at such recipients’ expense the
      most recent list of the Certificateholders of such 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
      5.06 Maintenance
      of Office or Agency.
      The
      Securities Administrator will maintain or cause to be maintained at its expense
      an office or offices or agency or agencies where Certificates may be surrendered
      for registration of transfer or exchange. The Securities Administrator initially
      designates for such purpose its offices located at Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Client Manager-HALO 2007-2.
      The
      Securities Administrator shall give prompt written notice to the
      Certificateholders of any change in such location of any such office or
      agency.

     

    
      
        
        

      

      
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    Section
      5.07 Exchangeable
      Certificates.

     

    (a) Upon
      the
      presentation and surrender by any Certificateholder of its Exchangeable
      Certificates or Exchanged Certificates, as applicable, in the appropriate
      combination as set forth on Schedule II, such Certificateholder shall hereunder
      transfer, assign, set over and otherwise convey to the Securities Administrator,
      all of such Certificateholder’s right, title and interest in and to such
      Exchangeable Certificates or Exchanged Certificates, as applicable.


     

    The
      Exchangeable and Exchanged Certificates shall be transferred in uncertificated
      form to the Underwriter pursuant to Section 3 of the Underwriting Agreement.
      The
      Exchangeable or Exchanged Certificates in which the Underwriter does not take
      an
      initial position in on the books of DTC shall be transferred by the Underwriter
      to the Securities Administrator to be held in trust. Wells Fargo Bank, N.A.,
      acting in its capacity as Securities Administrator, acknowledges (i) the
      transfer and assignment to it of the uncertificated Exchangeable or Exchanged
      Certificates, as applicable, pursuant to this Section
      5.07
      and
      Section 3 of the Underwriting Agreement and (ii) any transfer and assignment
      of
      uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant
      to the foregoing paragraph, and hereby declares that it will hold the same
      in
      trust for the Certificateholders on the terms contained in this
      Agreement.

     

    (b) The
      Exchangeable Certificates and Exchanged Certificates authorized by this
      Agreement shall have the characteristics specified or determined as set forth
      in
      Schedule II, and otherwise shall be subject to the terms and provisions set
      forth herein.

     

    (c) The
      Exchangeable Certificates and the Exchanged Certificates, as applicable, shall
      be exchangeable on the books of DTC for the Exchanged Certificates or
      Exchangeable Certificates, as applicable, on and after the Closing Date, in
      accordance with the terms and conditions set forth and otherwise in accordance
      with the procedures specified hereunder.

     

    In
      the
      case of each Combination Group, the Exchangeable Certificates shall be
      exchangeable for the Exchanged Certificates related to such Combination Group
      in
      respective denominations determined based on the proportion that the initial
      Certificate Principal Balances of the Exchangeable Certificates bear to the
      original Certificate Principal Balance of the related Exchanged Certificates,
      as
      set forth in Schedule II. Upon any such exchange, the portions of the
      Exchangeable Certificates designated for exchange shall be deemed exchanged
      and
      replaced by the Exchanged Certificates issued in exchange therefore.
      Correspondingly, Exchanged Certificates related to a Combination Group may
      be
      further designated for exchange for the Exchangeable Certificates (or for other
      Exchanged Certificates, if applicable) related to a Combination Group in
      respective denominations determined based on the proportion that the initial
      Certificate Principal Balances of such Exchanged Certificates bear to the
      original Certificate Principal Balances of the Exchangeable Certificates or
      the
      related Exchanged Certificates, in each case, as set forth in Schedule II.
      There
      shall be no limitation on the number of exchanges authorized pursuant to this
      Section
      5.07,
      and,
      except as provided below, no fee or other charge shall be payable to the
      Securities Administrator or DTC in connection therewith. 

     

    
      
        
        

      

      
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    In
      order
      to effect an exchange of Certificates, the Certificateholder shall notify the
      Securities Administrator by email at: CTSSPGExchanges@wellsfargo.com and
      Shaheen.Mohajer@wellsfargo.com, substantially in the form of Exhibit Z, and
      in
      accordance with the requirements set forth herein, no earlier than the first
      calendar day of each month and no later than two Business Days before the
      proposed exchange date. The exchange date will be subject to the Securities
      Administrator’s approval but can be any Business Day from the 25th
      day of
      the month to the second to the last Business Day of the month and subject to
      the
      preceding sentence. The notice must be on the Certificateholder's letterhead,
      carry a medallion stamp guarantee and set forth the following information:
      (i)
      the CUSIP number of each Certificate or Certificates (as applicable) to be
      exchanged and Certificate or Certificates (as applicable) to be received; (ii)
      the outstanding Certificate Principal Balance and/or Notional Amount and the
      initial Certificate Principal Balance and/or Notional Amount of the Certificates
      to be exchanged; (iii) the DTC participant numbers to be debited and credited
      and (iv) the proposed exchange date. After receiving the notice, the Securities
      Administrator will e-mail the certificateholder wire payment instructions
      relating to the exchange fee. The Securities Administrator will utilize the
      Deposit and Withdrawal System at DTC to exchange the Certificates. A notice
      becomes irrevocable on the second Business Day before the proposed exchange
      date.

     

    Notwithstanding
      any other provision herein set forth, a fee shall be payable to the Securities
      Administrator in connection with each exchange equal to $9,000. Such fee must
      be
      received by the Securities Administrator prior to the exchange date or such
      exchange shall not be effected.

     

    The
      Securities Administrator shall make the first distribution on an Exchangeable
      Certificate or an Exchanged Certificate received in an exchange transaction
      on
      the Distribution Date in the following month to the Certificateholder of record
      as of the close of business on the last day of the month of the
      exchange.

     

    Section
      5.08 Tax
      Status and Reporting of Exchangeable Certificates.
      

     

    (a) It
      is
      intended that the Grantor Trust be classified for federal income tax purposes
      as
      a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the
      Code, and the powers granted and obligations undertaken in this Agreement shall
      be construed so as to further such intent. Under no circumstances shall the
      Securities Administrator, the Trustee, the Master Servicer or the Depositor
      have
      the power to vary the investments of the Holders of Exchangeable Certificates
      or
      Exchanged Certificates in their related assets of the Grantor Trust in order
      to
      take advantage of variations in the market to improve their rate of return.
      The
      Exchangeable Certificates and the Exchanged Certificates represent undivided
      beneficial ownership of the Grantor Trust Uncertificated REMIC 3 Regular
      Interests identified as related to such Certificates in the definition of
      Uncertificated REMIC 3 Regular Interests.

     

    
      
        
        

      

      
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    (b) The
      Securities Administrator shall prepare or cause to be prepared all of the Tax
      Returns that it determines are required with respect to the Grantor Trust and
      deliver such Tax Returns in a timely manner to the Trustee, and, if required
      by
      applicable law, the Trustee is directed to and shall sign and file such Tax
      Returns in a timely manner. The expenses of preparing such returns shall be
      borne by the Securities Administrator without any right of reimbursement
      therefor. The Master Servicer shall promptly provide the Securities
      Administrator with such information as the Securities Administrator may from
      time to time request for the purpose of enabling the Securities Administrator
      to
      prepare such Tax Returns.

     

    (c) Each
      beneficial owner of an Exchangeable Certificate or an Exchanged Certificate
      shall be deemed to have instructed the Securities Administrator to deposit
      the
      related Grantor Trust Uncertificated REMIC 3 Regular Interests into the Grantor
      Trust. The Securities Administrator shall establish and maintain a Grantor
      Trust
      Account. On each Distribution Date, the Master Servicer on behalf of the
      Securities Administrator (or the Paying Agent appointed by the Securities
      Administrator) shall deposit into the Grantor Trust Account all amounts deemed
      distributed with respect to Grantor Trust Uncertificated REMIC 2 Regular
      Interests pursuant to the provisions of Section 11.04(b).

     

    (d) The
      Grantor Trust is a WHFIT that is a WHMT. The Securities Administrator will
      report as required under the WHFIT Regulations to the extent such information
      is
      reasonably necessary. The Securities Administrator is hereby directed pursuant
      to this Agreement to assume that DTC is the only "middleman" (as such term
      is
      defined in the WHFIT Regulations) unless the Depositor, the Master Servicer
      or
      the Trustee notifies the Securities Administrator in writing of the identities
      of other "middlemen" that are Holders of Exchangeable Certificates or Exchanged
      Certificates.

     

    (e) The
      Securities Administrator will report required WHFIT information using the
      accrual method, except to the extent the WHFIT Regulations specifically require
      a different method. The Securities Administrator will be under no obligation
      to
      determine whether any Exchangeable or Exchanged Certificateholder or other
      beneficial owner of an Exchangeable Certificate or an Exchanged Certificate,
      to
      the extent the Securities Administrator knows of any other beneficial owner
      of
      an Exchangeable Certificate or an Exchanged Certificate, uses the cash or
      accrual method. The Securities Administrator will make available information
      as
      required by the WHFIT Regulations to Exchangeable and Exchanged
      Certificateholders annually. In addition, the Securities Administrator will
      not
      be responsible or liable for providing subsequently amended, revised or updated
      information to any Exchangeable or Exchanged Certificateholder, unless requested
      in writing by such Certificateholder.

     

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

     

    
      
        
        

      

      
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    (g) To
      the
      extent required by the WHFIT Regulations, the Securities Administrator will
      use
      reasonable efforts to publish on an appropriate website the CUSIP Numbers for
      the Exchangeable Certificates and the Exchanged Certificates. The Securities
      Administrator will make reasonable good faith efforts to keep the website
      accurate and updated to the extent CUSIP Numbers have been received. The
      Securities Administrator will not be liable for investor reporting delays that
      result from the receipt of inaccurate or untimely CUSIP Number
      information.

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR

     

    Section
      6.01 Liabilities
      of the Depositor.
      The
      Depositor shall be liable in accordance herewith only to the extent of the
      obligations specifically and respectively imposed upon and undertaken by it
      herein.

     

    Section
      6.02 Merger
      or Consolidation of the Depositor.
      ix)
      The
      Depositor will keep in full effect its existence, rights and franchises as
      a
      corporation, under the laws of the United States or under the laws of one of
      the
      states thereof and will each 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 respective duties under this Agreement.

     

    (b) Any
      Person into which the Depositor may be merged or consolidated, or any Person
      resulting from any merger or consolidation to which the Depositor shall be
      a
      party, or any person succeeding to the business of the Depositor, shall be
      the
      successor of the Depositor, 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.

     

    Section
      6.03 Limitation
      on Liability of the Depositor and Others.
      Neither
      the Depositor, nor any of its respective directors, officers, employees or
      agents, shall be under any liability to the Certificateholders 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; provided, however, that this
      provision shall not protect the Depositor, or any such Person against any breach
      of representations or warranties made by it herein or protect the Depositor,
      or
      any such Person from any liability which would otherwise be imposed by reasons
      of willful misfeasance, bad faith or negligence (or gross negligence in the
      case
      of the Depositor) in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder. The Depositor, its Affiliates,
      and any of their respective directors, officers, employees or agents 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. The Depositor,
      its Affiliates, and any of their respective directors, officers, employees
      or
      agents shall be indemnified by the Trust Fund and held harmless against any
      loss, liability or expense incurred in connection with any audit, controversy
      or
      judicial proceeding relating to a governmental taxing authority or any legal
      action relating to this Agreement or the Certificates other than any loss,
      liability or expense related to any specific Mortgage Loan or Mortgage Loans
      (except as any such loss, liability or expense shall be otherwise reimbursable
      pursuant to this Agreement and 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. The Depositor shall not be under any obligation to appear in,
      prosecute or defend any legal action that is not incidental to its respective
      duties hereunder and which in its opinion may involve it in any expense or
      liability; provided, however, that the Depositor may in its discretion undertake
      any such action (or direct the Trustee to undertake such actions pursuant to
      Section 2.03 for the benefit of the Certificateholders) that it may deem
      necessary or desirable in respect of this Agreement and the rights and duties
      of
      the parties hereto and interests of the Trustee and the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust Fund, and the Depositor shall be entitled to be reimbursed therefor out
      of
      the Distribution Account.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    DEFAULT

     

    Section
      7.01 Master
      Servicer to Act; Appointment of Successor.
      x)
      The
      Master Servicer or the Trustee (as successor master servicer), as applicable,
      shall be entitled to terminate the rights and obligations of any Servicer under
      the applicable Servicing Agreement in accordance with the terms and conditions
      of such Servicing Agreement and without any limitation by virtue of this
      Agreement. Upon termination of a Servicer under the applicable Servicing
      Agreement, the Master Servicer or the Trustee (as successor master servicer),
      as
      applicable, shall, subject to the rights of the Master Servicer or the Trustee
      (as successor master servicer), as applicable, to appoint a successor servicer
      pursuant to this Section 7.01, be the successor to such Servicer in its capacity
      as servicer under the applicable Servicing Agreement, provided,
      however,
      that
      the
      Master Servicer or the Trustee (as successor master servicer), as applicable,
      shall not be (i) liable for losses of the predecessor Servicer with respect
      to
      such predecessor’s investment of funds in its Collection Account; (ii) obligated
      to effectuate repurchases or substitutions of Mortgage Loans hereunder,
      including but not limited to repurchases or substitutions pursuant to Section
      2.03, (iii) responsible for expenses of the predecessor servicer related to
      any
      repurchase or substitution of Mortgage Loans hereunder, including but not
      limited to repurchases or substitutions pursuant to Section 2.03, (iv) deemed
      to
      have made any of the representations and warranties of the terminated Servicer
      under the applicable Servicing Agreement or (v) liable for any obligations
      of
      the predecessor Servicer incurred prior to its termination.

     

    (b) It
      is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition before the transfer of servicing obligations is fully effective.
      Notwithstanding the foregoing, the Master Servicer or the Trustee (as successor
      master servicer), as applicable, will have a period (not to exceed 90 days)
      to complete the transfer of all servicing data and correct or manipulate such
      servicing data as may be required by the Master Servicer or the Trustee (as
      successor master servicer), as applicable, to correct any errors or
      insufficiencies in the servicing data or otherwise enable the Master Servicer
      or
      the Trustee (as successor master servicer), as applicable, to service the
      Mortgage Loans in accordance with the applicable Servicing Agreement. Except
      as
      provided in Section 7.01(e) below, the Master Servicer or the Trustee (as
      successor master servicer), as applicable, shall be entitled to be reimbursed
      from each Servicer (or by the Trust Fund, if such Servicer is unable to fulfill
      such obligation) for all costs associated with the transfer of servicing from
      the predecessor servicer, including without limitation, any costs or 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 successor master servicer), as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer or the Trustee (as successor master servicer), as
      applicable, to service the Mortgage Loans properly and effectively. As
      compensation in its role as successor servicer, the Master Servicer or the
      Trustee (as successor master servicer), as applicable, shall be entitled to
      the
      applicable Servicing Fee and any income on investments or gain related to the
      related Collection Account. Notwithstanding the foregoing, if the Master
      Servicer or the Trustee (as successor master servicer), as applicable, has
      become the successor to a Servicer pursuant to an Event of Default, the Master
      Servicer or the Trustee (as successor master servicer), as applicable, may,
      if
      it shall be unwilling to so act, or shall, if it is prohibited by applicable
      law
      from making P&I Advances and Servicing Advances pursuant to the applicable
      Servicing Agreement, if it is otherwise unable to so act, or at the written
      request of Certificateholders entitled to at least a majority of the Voting
      Rights, 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 Servicer under the applicable Servicing
      Agreement in the assumption of all or any part of the responsibilities, duties
      or liabilities of such Servicer thereunder.

     

    
      
        
        

      

      
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    (c) Any
      successor to a Servicer shall be an institution which is willing to service
      the
      Mortgage Loans, having a net worth of not less than $25,000,000, and which
      executes and delivers to the Depositor, the Master Servicer and the Trustee
      (as
      successor master servicer) an agreement accepting such delegation and
      assignment, containing an assumption by such Person of the rights, powers,
      duties, responsibilities, obligations and liabilities of the applicable Servicer
      (other than liabilities of the predecessor servicer incurred prior to its
      termination), with like effect as if originally named as a party to such
      Servicing Agreement; provided,
      that
      each Rating Agency acknowledges 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. Pending appointment
      of a
      successor to a Servicer under any Servicing Agreement, the Master Servicer
      or
      the Trustee (as successor master servicer), 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 successor master servicer), as applicable, may
      make
      such arrangements for the compensation of such successor out of payments on
      Mortgage Loans as it and such successor shall agree in accordance with the
      applicable Servicing Agreement; provided,
      however,
      that no
      such compensation shall be in excess of the applicable Servicing Fee and any
      income on investments or gain related to the related Collection Account. The
      Master Servicer or the Trustee (as successor master servicer), as applicable,
      and such successor servicer shall take such action, consistent with this
      Agreement and the applicable Servicing Agreement, as shall be necessary to
      effectuate any such succession. Neither the Master Servicer nor the Trustee
      (as
      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
      any Servicer to deliver or provide, or any delay in delivering or providing,
      any
      cash, information, documents or records to it.

     

    
      
        
        

      

      
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    (d) Notwithstanding
      the foregoing, the parties hereto agree that the Master Servicer
      or the
      Trustee (as successor master servicer),
      as
      applicable, in its capacity as successor servicer, immediately shall assume
      all
      of the obligations of such terminated Servicer to make Advances and the Master
      Servicer or the Trustee (as successor master servicer), as applicable, will
      assume the other duties of such Servicer as soon as practicable, but in no
      event
      later than 90 days after the Master Servicer or the Trustee (as successor master
      servicer), as applicable, becomes successor servicer pursuant to the preceding
      paragraph. If the Master Servicer or the Trustee (as successor master servicer),
      as applicable, acts as a successor servicer, it will have no obligation to
      make
      an Advance if it determines in its reasonable judgment that such Advance is
      non-recoverable. To the extent that the Master Servicer or the Trustee (as
      successor master servicer) is unable to find a successor servicer that is
      willing to service the Mortgage Loans for the Servicing Fee because of the
      obligation of the applicable Servicer to make Advances regardless of whether
      such Advance is recoverable, the applicable Servicing Agreement may be amended
      to provide that the successor servicer shall have no obligation to make an
      Advance if it determines in its reasonable judgment that such Advance is
      non-recoverable and provides an Officer’s Certificate to such effect to the
      Master Servicer and the Trustee. Notwithstanding the foregoing, the Master
      Servicer or the Trustee (as successor master servicer), as applicable, in its
      capacity as successor servicer, shall not be responsible for the lack of
      information and/or documents that it cannot obtain through reasonable efforts;
      provided,
      however,
      that
      any failure to perform any duties or responsibilities caused by such Servicer’s
      failure to provide information required by this Agreement shall not be
      considered a default by the Trustee (as successor master servicer) hereunder.
      In
      the Trustee’s capacity as such successor, the Trustee (as successor master
      servicer) shall have the same limitations on liability granted to the Servicer
      under this Agreement and the related Servicing Agreement.

     

    (e) In
      the
      event that the Master Servicer or the Trustee (as successor master servicer),
      as
      applicable, is the terminated Servicer (except in the case where the Master
      Servicer in its role as successor servicer is being terminated pursuant to
      an
      Event of Default caused solely by the Master Servicer as the successor servicer
      and not by the predecessor Servicer’s actions or omissions), such costs shall be
      paid by such prior terminated Servicer promptly upon presentation of reasonable
      documentation of such costs.

     

    Section
      7.02 Notification
      to Certificateholders.
      xi)
      Upon any
      termination of or appointment of a successor to any Servicer, the Securities
      Administrator shall give prompt written notice thereof to Certificateholders
      and
      each Rating Agency.

     

    (b) Within
      60 days after the occurrence of any Event of Default the Trustee shall
      provide written direction to the Securities Administrator instructing the
      Securities Administrator to distribute (and upon receipt of such direction
      the
      Securities Administrator shall distribute) notice to all Certificateholders
      and
      each Rating Agency of each such Event of Default hereunder known to the Trustee,
      unless such event shall have been cured or waived.

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01 Duties
      of the Trustee.
      The
      Trustee, before the occurrence of a Master Servicer Event of Default and after
      the curing of all Master Servicer Events of Default that may have occurred,
      shall undertake to perform such duties and only such duties as are specifically
      set forth in this Agreement. In case a Master Servicer Event of Default has
      occurred and remains uncured, 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.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement. The Trustee shall not be responsible for the accuracy or
      content of any resolution, certificate, statement, opinion, report, document,
      order, or other instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct.

     

    Unless
      a
      Master Servicer Event of Default known to the Trustee has occurred and is
      continuing:

     

    (a) the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for the
      performance of the duties and obligations specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee, and the Trustee may conclusively rely, as to the truth
      of
      the statements and the correctness of the opinions expressed therein, upon
      any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement which it believes in good faith to be genuine
      and
      to have been duly executed by the proper authorities respecting any matters
      arising hereunder;

     

    (b) the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (c) the
      Trustee shall not be liable with respect to any action taken, suffered, or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates evidencing not less than 25.00% of the Voting Rights
      of
      Certificates relating to the time, method, and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any trust
      or
      power conferred upon the Trustee under this Agreement.

     

    Section
      8.02 Certain
      Matters Affecting the Trustee.
      Except
      as otherwise provided in Section 8.01:

     

    
      
        
        

      

      
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    (a) the
      Trustee may rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officer’s Certificate, certificate 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 and the
      Trustee shall have no responsibility to ascertain or confirm the genuineness
      of
      any signature of any such party or parties;

     

    (b) the
      Trustee may consult with counsel, financial advisers or accountants and the
      advice of any such counsel, financial advisers or accountants and any Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;

     

    (c) the
      Trustee shall not be liable 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;

     

    (d) the
      Trustee shall not 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 the Holders of Certificates evidencing
      not less than 25.00% of the Voting Rights allocated to each Class of
      Certificates;

     

    (e) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, accountants, custodians,
      nominees or attorneys and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agents, accountants or attorneys
      appointed with due care by it hereunder;

     

    (f) the
      Trustee shall not be required to risk or expend its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or indemnity satisfactory
      to
      it against such risk or liability is not assured to it;

     

    (g) the
      Trustee shall not be required to provide consent on behalf of the Trust for
      any
      Servicing Modification;

     

    (h) the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement;

     

    (i) unless
      a
      Responsible Officer of the Trustee has actual knowledge of the occurrence of
      a
      Master Servicer Event of Default or an Event of Default, the Trustee shall
      not
      be deemed to have knowledge of a Master Servicer Event of Default or an Event
      of
      Default until a Responsible Officer of the Trustee shall have received written
      notice thereof;

     

    (j) the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by 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 this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity satisfactory to the Trustee against the costs, expenses and
      liabilities which may be incurred therein or thereby; and

     

    
      
        
        

      

      
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    (k) if
      the
      Trustee, in its role as successor master servicer under this Agreement, assumes
      the servicing or master servicing with respect to any of the Mortgage Loans,
      it
      shall not assume liability for the representations and warranties of any
      Servicer or the Master Servicer, as applicable, or for any errors or omissions
      of any Servicer or the Master Servicer, as applicable.

     

    (l) in
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable
      Law”),
      the
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee. Accordingly, each of the parties agrees to provide to the Trustee
      upon
      its request from time to time such identifying information and documentation
      as
      may be available to such party in order to enable the Trustee to comply with
      Applicable Law.

     

    Section
      8.03 Trustee
      Not Liable for Certificates or Mortgage Loans.
      The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor and the Trustee assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Agreement, or of the Certificates or of any Mortgage Loan
      or
      related document. The Trustee shall not be accountable for the use or
      application by the Depositor, the Master Servicer, any Servicer or the
      Securities Administrator of any funds paid to the Depositor, the Master
      Servicer, such Servicer or the Securities Administrator in respect of the
      Mortgage Loans or deposited in or withdrawn from any Collection Account, the
      Distribution Account or any other fund or account with respect to the
      Certificates by the Depositor, the Master Servicer, the Servicers or the
      Securities Administrator.

     

    The
      Trustee shall have no responsibility for filing or recording any financing
      or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder.

     

    Section
      8.04 Trustee
      May Own Certificates.
      The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates with the same rights as it would have if it were not the
      Trustee.

     

    Section
      8.05 Trustee’s
      Fees Indemnification and Expenses.
      xii) As
      compensation for its activities under this Agreement, the Trustee shall be
      paid
      its fee by the Securities Administrator from the Securities Administrator’s own
      funds pursuant to a separate agreement. The Trustee shall have no lien on the
      Trust Fund for the payment of such fees.

     

    (b) The
      Trustee shall be entitled to be reimbursed, from funds on deposit in the
      Distribution Account, amounts sufficient to indemnify and hold harmless the
      Trustee and any director, officer, employee, or agent of the Trustee against
      any
      loss, liability, or expense (including reasonable attorneys’ fees and expenses)
      incurred in connection with any claim or legal action relating to:

     

    
      
        
        

      

      
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    (i) this
      Agreement or any Servicing Agreement,

     

    (ii) the
      Certificates, or

     

    (iii) the
      performance of any of the Trustee’s duties under this Agreement or any Servicing
      Agreement (including, but not limited to, its execution of any tax
      returns),

     

    other
      than any loss, liability, or expense (i) resulting from any breach of a
      Servicer’s obligations in connection with its respective Servicing Agreement for
      which such Servicer has performed its obligation to indemnify the Trustee,
      (ii) resulting from any breach of a Mortgage Loan Seller’s obligations in
      connection with its respective Transfer Agreement for which such Mortgage Loan
      Seller has performed its obligation to indemnify the Trustee,
      (iii) resulting from any breach of the Master Servicer’s obligation
      hereunder for which the Master Servicer has performed its obligation to
      indemnify the Trustee pursuant to this Agreement or (iv) incurred because
      of willful misconduct, bad faith, or negligence in the performance of any of
      the
      Trustee’s duties under this Agreement or any Servicing Agreement. Without
      limiting the foregoing, except as otherwise agreed upon in writing by the
      Depositor and the Trustee, and except for any expense, disbursement, or advance
      arising from the Trustee’s negligence, bad faith, or willful misconduct, the
      Trust Fund shall pay or reimburse the Trustee for all reasonable expenses,
      disbursements, and advances incurred or made by the Trustee in accordance with
      this Agreement with respect to:

     

    (A) the
      reasonable compensation, expenses, and disbursements of its counsel not
      associated with the closing of the issuance of the Certificates,
      and

     

    (B) the
      reasonable compensation, expenses, and disbursements of any accountant,
      engineer, or appraiser that is not regularly employed by the Trustee, to the
      extent that the Trustee must engage them to perform services under this
      Agreement.

     

    The
      Trustee’s right to indemnity and reimbursement under this Section 8.05(b) shall
      survive the termination of this Agreement and the resignation or removal of
      the
      Trustee under this Agreement.

     

    Except
      as
      otherwise provided in this Agreement or a separate letter agreement between
      the
      Trustee and the Depositor, the Trustee shall not be entitled to payment or
      reimbursement for any routine ongoing expenses incurred by the Trustee in the
      ordinary course of its duties as Trustee under this Agreement or for any other
      routine expenses incurred by the Trustee; provided,
      further,
      that no
      expense shall be reimbursed hereunder if it would not constitute an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC
      Provisions.

     

    The
      Trustee shall not be (a) liable for any acts or omissions of any Servicer (other
      than where the Trustee (as successor master servicer) is such Servicer), (b)
      obligated to make any Advance if it is prohibited from doing so under applicable
      law, (c) responsible for expenses of any Servicer (other than where the Trustee
      (as successor master servicer) is such Servicer) pursuant to the terms a
      Servicing Agreement, (d) liable for any amount necessary to induce any successor
      servicer to act as successor servicer under a Servicing Agreement and enter
      into
      the transactions set forth or provided for therein.

     

    
      
        
        

      

      
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    Section
      8.06 Eligibility
      Requirements for the Trustee.
      The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of a 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, subject to supervision or
      examination by federal or state authority and with a credit rating which would
      not cause any of the Rating Agencies to reduce their respective then current
      ratings of the Certificates (or having provided such security from time to
      time
      as is sufficient to avoid such reduction) as evidenced in writing by each Rating
      Agency. If such corporation or association publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section 8.06 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 condition so published. In case at any time the
      Trustee shall cease to be eligible in accordance with this Section 8.06,
      the Trustee shall resign immediately in the manner and with the effect specified
      in Section 8.07. The entity serving as Trustee may have normal banking and
      trust relationships with the Depositor and its affiliates, the Master Servicer,
      the Securities Administrator or the Servicers and their respective affiliates;
      provided, however, that such entity cannot be an affiliate of the Depositor
      or a
      Servicer other than the Trustee in its role as successor to the Master
      Servicer.

     

    Section
      8.07 Resignation
      and Removal of the Trustee.
      The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice of resignation to the Depositor, the Master Servicer,
      the Securities Administrator and each Rating Agency not less than 60 days
      before the date specified in such notice, when, subject to Section 8.08,
      such resignation is to take effect and acceptance by a successor trustee in
      accordance with Section 8.08 meeting the qualifications set forth in
      Section 8.06. If no successor trustee meeting such qualifications shall
      have been so appointed and have accepted appointment within 30 days after
      the giving of such notice or resignation, the resigning Trustee may petition
      any
      court of competent jurisdiction for the appointment of a successor
      trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with Section 8.06
      and shall fail to resign after written request thereto by the Depositor, or
      if
      at any time the Trustee shall become incapable of acting, or shall be adjudged
      as bankrupt or insolvent, or a receiver of the Trustee or of its property shall
      be appointed, or any public officer shall take charge or control of the Trustee
      or of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trustee or the Trust Fund is located and the imposition of such tax
      would be avoided by the appointment of a different trustee, then the Depositor
      may remove the Trustee and, subject to the approval of the Rating Agencies,
      appoint a successor trustee by written instrument, one copy of which shall
      be
      delivered to the Trustee, one copy of which shall be delivered to the Master
      Servicer, one copy of which shall be delivered to each Servicer and one copy
      of
      which shall be delivered to the successor trustee.

     

    The
      Holders of Certificates entitled to at least a majority of the Voting Rights
      may
      at any time remove the Trustee and, subject to the approval of the Rating
      Agencies, appoint a successor trustee by written instrument or instruments,
      in
      triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
      one complete set of which shall be delivered by the successor Trustee to each
      Servicer, one complete set to the Trustee so removed and one complete set to
      the
      successor so appointed. The successor trustee shall notify each Rating Agency
      of
      any removal of the Trustee.

     

    
      
        
        

      

      
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    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to this Section 8.07 shall become effective upon acceptance of
      appointment by the successor trustee as provided in
      Section 8.08.

     

    Section
      8.08 Successor
      Trustee.
      Any
      successor trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee and
      each
      Servicer an instrument accepting such appointment hereunder and thereupon the
      resignation or removal of the predecessor trustee shall become effective and
      such successor trustee, without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with like effect as if originally named as trustee
      herein. The Depositor and the predecessor trustee 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 all such
      rights, powers, duties, and obligations.

     

    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless at the time of its acceptance, the successor trustee is eligible under
      Section 8.06 and its appointment does not adversely affect then the current
      rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this
      Section 8.08, the Depositor shall mail notice of the succession of such
      trustee hereunder to all Holders of Certificates. If the Depositor fails to
      mail
      such notice within 10 days after acceptance of appointment by the successor
      trustee, the successor trustee shall cause such notice to be mailed at the
      expense of the Depositor.

     

    Section
      8.09 Merger
      or Consolidation of the Trustee.
      Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to the business of the Trustee, shall be the successor of the Trustee
      hereunder; provided, that such corporation shall be eligible under
      Section 8.06 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
      8.10 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Fund or property securing any Mortgage Note 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 the Trust Fund, and to vest in such
      Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust Fund or any part thereof, whichever
      is applicable, and, subject to the other provisions of this Section 8.10,
      such powers, duties, obligations, rights and trusts as the Trustee may consider
      appropriate. No co-trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor trustee under Section 8.06 and
      no notice to Certificateholders of the appointment of any co-trustee or separate
      trustee shall be required under Section 8.08.

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

       

    

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (a) To
      the
      extent necessary to effectuate the purposes of this Section 8.10, all
      rights, powers, duties and obligations conferred or imposed upon the Trustee,
      except for the obligation of the Trustee (as successor master servicer) under
      this Agreement to advance funds on behalf of the Master Servicer, shall be
      conferred or imposed upon and exercised or performed by the Trustee and such
      separate trustee or co-trustee jointly (it being understood that such separate
      trustee or co-trustee is not authorized to act separately without the Trustee
      joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the 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
      the applicable Trust Fund or any portion thereof in any such jurisdiction)
      shall
      be exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

    (b) No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c) The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

     

    (d) The
      Trust
      Fund, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and 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 VIII. Each separate trustee and co-trustee, upon its
      acceptance of the trusts 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 and
      indemnity to, the Trustee. Every such instrument shall be filed with the Trustee
      and a copy thereof given to the Master Servicer and the Depositor.

     

    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.

     

    
      
        
        

      

      
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    Section
      8.11 [Reserved].

     

    Section
      8.12 Commission
      Reporting.
      xiii)
      The
      Securities Administrator shall, in accordance with industry standards, prepare
      and file with the Commission, via EDGAR, the following reports in respect of
      the
      Trust as and to the extent required under the Exchange Act:

     

    (i) (a)
      Within
      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 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. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional
      Form 10-D Disclosure”)
      shall
      be reported by the parties set forth on Exhibit V 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 the inaccuracy of any Additional 10 D Disclosure provided by
      any
      party other than the Securities Administrator, or for any failure hereunder
      to
      determine or prepare any Additional Form 10-D Disclosure, except to the extent
      of its obligations set forth in the next paragraph.

     

    (B) As
      set
      forth on Exhibit V hereto, within 5 calendar days after the related
      Distribution Date, (i) the parties specified in Exhibit V hereto, shall be
      required to provide to the Securities Administrator and to the Depositor, to
      the
      extent known, in EDGAR-compatible format, or in such other format as 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, 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 Securities Administrator has no duty
      under this Agreement to monitor or enforce the performance by the parties listed
      on Exhibit V of their duties under this paragraph or proactively solicit or
      procure from such parties any Additional Form 10-D Disclosure information.
      The
      Depositor shall 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.

     

    (C) 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 process
      for
      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 paragraph (d) of this
      Section 8.12. Promptly (but no later than one Business Day) after filing with
      the Commission, the Securities Administrator will make available on its internet
      website (located at www.ctslink.com)
      a final
      executed copy of each Form 10-D prepared and filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      each of the Master Servicer and the Securities Administrator of its duties
      under
      this Section 8.12(a)(i) 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 under this Section 8.12(a)(i).
      The
      Depositor acknowledges that the performance by each of the Master Servicer
      and
      the Securities Administrator of its duties under this Section 8.12(i) related
      to
      the timely preparation, execution and filing of Form 10-D is also contingent
      upon any Servicing Function Participant strictly observing deadlines no later
      than those set forth in this paragraph that are applicable to the parties to
      this Agreement in the delivery to the Securities Administrator of any necessary
      Additional Form 10-D Disclosure pursuant to any applicable 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
      receive, on a timely basis, any information from any other party hereto or
      any
      Servicing Function Participant needed to prepare, arrange for execution or
      file
      such Form 10-D, not resulting from its own negligence, bad faith or willful
      misconduct.

     

    
      
        
        

      

      
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    (D) Form
      10-D
      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 instructs the
      Securities Administrator to check “Yes” for each item, unless 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, that the answer to either item should be “no.” The
      Depositor 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 Depositor was required to file such reports) and it has been subject to
      such
      filing requirement for the past 90 days.” The Securities Administrator shall be
      entitled to rely on such representations in preparing, executing and/or filing
      any such Form 10-D.

     

    (ii) (b)
      On or
      prior to the 90th
      day
      after the end of each fiscal year of the Trust or such earlier date as may
      be
      required by the Exchange Act (the “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust ends on December
      31st
      of each
      year), for so long as the Depositor is required to file reports with respect
      to
      the Trust under the Exchange Act, commencing in March 2008, the Securities
      Administrator shall prepare (for execution by the Master Servicer) and file
      on
      behalf of the Trust 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 or the Servicing
      Agreements, (i) an annual compliance statement for each Servicer, the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by any such party (together with the Custodian, each a “Reporting
      Servicer”)
      as
      described under Section 3.05(b), (ii)(A) the annual reports on assessment of
      compliance with Servicing Criteria for each Reporting Servicer, as described
      under Section 3.03, and (B) if any Reporting Servicer’s report on assessment of
      compliance with Servicing Criteria described under Section 3.03 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with Servicing Criteria described under Section 3.03 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, provided,
      however,
      that
      the Securities Administrator, at its discretion, may omit from the Form 10-K
      any
      assessment of compliance or attestation report described in clause (iii) below
      that is not required to be filed with such Form 10-K pursuant to Regulation
      AB;
      (iii)(A) the registered public accounting firm attestation report for each
      Reporting Servicer, as described under Section 3.04, and (B) if any
      registered public accounting firm attestation report described under
      Section 3.04 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 3.05. Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported by the parties set forth on Exhibit W 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 Additional
      Form
      10-K Disclosure, except to the extent of its obligations set forth in the next
      paragraph.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

       

    

    (B) As
      set
      forth on Exhibit W hereto, no later than March 10 (with a 5 calendar day
      cure period, but in no event later than March 15) of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2008, (i)
      the
      parties specified on Exhibit W shall be required to provide to the
      Securities Administrator and to the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as 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 Securities Administrator has no duty
      under this Agreement to monitor or enforce the performance by the parties listed
      on Exhibit W of their duties under this paragraph or proactively solicit or
      procure from such parties any Additional Form 10-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
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      Section 8.12(a)(ii)(B).

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

       

    

    (C) 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, in
      each
      year that the Trust is subject to the reporting requirements of the Exchange
      Act, commencing in 2008, 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 process for 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 paragraph
      (d)
      of this Section 8.12. Promptly (but no later than one 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 prepared and filed
      by
      the Securities Administrator. The parties to this Agreement acknowledge that
      the
      performance by the Securities Administrator of its duties under this Section
      8.12(a)(ii) related to the timely preparation, execution and filing of Form
      10-K
      is contingent upon such parties strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 8.12(a)(ii) and Sections
      3.03, 3.04 and 3.05. The Depositor acknowledges that the performance by the
      Master Servicer and the Securities Administrator of its duties under this
      Section 8.12(a)(ii) related to the timely preparation, execution and filing
      of
      Form 10-K is also contingent upon any Servicing Function Participant strictly
      observing deadlines no later than those set forth in this paragraph that are
      applicable to the parties to this Agreement in the delivery to the Securities
      Administrator of any necessary Additional Form 10-K Disclosure, any annual
      statement of compliance and any assessment of compliance and attestation
      pursuant to any applicable 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-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 or any Servicing
      Function Participant needed to prepare, arrange for execution or file such
      Form
      10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (D) 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 requirement for the past 90 days.” The Depositor hereby instructs the
      Securities Administrator to check “Yes” for each item, unless the Depositor
      shall notify the Securities Administrator in writing, no later than the
      15th
      calendar
      day of March in any year in which the Trust is subject to the reporting
      requirements of the Exchange Act, commencing in March 2008, that the answer
      to
      either item should be “no.” The Depositor 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 Depositor was required to file such
      reports) and it has been subject to such filing requirement for the past 90
      days.” The Securities Administrator shall be entitled to rely on such
      representations in preparing, executing and/or filing any such Form
      10-K.

     

    
      
        
        

      

      
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    (iii) (c)
      Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”),
      if
      directed by the Depositor, 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 (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit X 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 to the extent of its obligations
      set forth in the next paragraph.

     

    (B) As
      set
      forth on Exhibit X 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 hereto shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known, in EDGAR-compatible
      format, or in such other format as 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.

     

    (C) 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 process for 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 paragraph (d) of this Section 8.12. Promptly (but no
      later than one Business Day) after filing with the Commission, the Securities
      Administrator will make available on its internet website (located at
www.ctslink.com)
      a final
      executed copy of each Form 8-K prepared and filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Securities Administrator of its duties under this Section 8.12(iii)(C)
      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 Section 8.12(iii)(C). The Depositor
      acknowledges that the performance by the Master Servicer and the Securities
      Administrator of its duties under this Section 8.12(iii)(C) related to the
      timely preparation, execution and filing of Form 8-K is also contingent upon
      any
      Servicing Function Participant strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Securities Administrator of any necessary Form 8-K
      Disclosure Information pursuant to the related any applicable agreement. The
      Securities Administrator shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare 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 or any Servicing Function
      Participant needed to prepare, arrange for execution or file such Form 8-K,
      not
      resulting from its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    (b) The
      Depositor acknowledges and agrees that the Securities Administrator may include
      in any Exchange Act report all relevant information, data, and exhibits as
      the
      Securities Administrator may receive in connection with such report irrespective
      of any provision or Regulation AB that may permit the exclusion of such
      material. By the way of example, the Securities Administrator may file all
      assessments of compliance, attestation reports and compliance statements timely
      received from any Item 1122 Servicing Function Participant irrespective of
      any
      applicable minimum pool asset percentage requirement for disclosure related
      to
      such Servicing Function Participant.

     

    (c) The
      Depositor agrees to furnish promptly to the Securities Administrator, from
      time
      to time upon request, such additional information, data, reports, documents,
      and
      financial statements within the Depositor’s possession or control as the
      Securities Administrator reasonably requests as necessary or appropriate to
      prepare and file the foregoing reports. The Securities Administrator shall
      make
      available to the Depositor copies of all Exchange Act reports filed
      hereunder.

     

    (d) (i)
      On or
      before 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 relating to the automatic suspension of reporting in respect
      of the Trust under the Exchange Act.

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

       

    

    (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-DA and 10-KA 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, in the
      case
      of Form 10-D, for the purpose of restating any Monthly Statement), Additional
      Form 10-K Disclosure or Form 8-K Disclosure Information, the Securities
      Administrator will notify electronically the Depositor and such other parties
      to
      this Agreement as are affected by this Amendment and such parties will cooperate
      to prepare any necessary 8-KA, 10-DA or 10-KA. 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 each of the Master Servicer and the Securities Administrator
      of
      its duties under this Section 8.12(d) 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 or any Servicing Function Participant 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.
      The Depositor shall be responsible for all costs and expenses of the Securities
      Administrator related to the preparation and filing of any such amendment.
      Notwithstanding the foregoing, if any Form 10-D needs to be amended solely
      to
      change the information contained in the Monthly Statement, the Securities
      Administrator shall not be required to notify the Depositor of such
      amendment.

     

    (e) Other
      than the Exchange Act reports specified above, the Securities Administrator
      shall have no responsibility to file any items or reports with the Commission
      under the Exchange Act or otherwise; provided,
      however,
      the
      Securities Administrator and Master Servicer will cooperate with the Depositor
      in connection with any additional filings with respect to the Trust as the
      Depositor deems necessary under the Exchange Act.

     

    (f) The
      Depositor shall pay all costs and expenses of the Securities Administrator
      related to the preparation and filing of any current report on Form 8-K, any
      periodic report on Form 10-D (other than the costs and expense of the Securities
      Administrator associated with the preparation and filing of the Monthly
      Statement), or any amendment to any Exchange Act report. Except as otherwise
      provided herein, all expenses incurred by the Securities Administrator in
      connection with its preparation and filing of Exchange Act reports hereunder
      shall not be reimbursable from the Trust.

     

    
      
        
        

      

      
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    (g) Any
      notice required under this Section 8.12 may be given by facsimile or by
      electronic mail.

     

    ARTICLE
      IX

     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

    BY
      THE MASTER SERVICER

     

    Section
      9.01 Duties
      of the Master Servicer; Enforcement of Each Servicer’s
      Obligations.
      xiv)
      The
      Master Servicer, on behalf of the Trustee, the Securities Administrator, the
      Depositor and the Certificateholders, shall monitor the performance of the
      obligations of each Servicer under its respective Servicing Agreement, and
      (except as set forth below) shall use its reasonable good faith efforts to
      cause
      each Servicer to duly and punctually perform its duties and obligations under
      its respective Servicing Agreement. Upon the occurrence of an Event of Default
      of which a Responsible Officer of the Master Servicer or, if the Master Servicer
      and the applicable Servicer are the same entity, the Trustee, has actual
      knowledge, the Master Servicer or the Trustee, as applicable, shall promptly
      notify the Securities Administrator and the Trustee, as applicable, and shall
      specify in such notice the action, if any, the Master Servicer or the Trustee,
      as applicable, plans to take in respect of such default. So long as an Event
      of
      Default shall occur and be continuing, the Master Servicer or the Trustee,
      as
      applicable, shall take the actions specified in Article VII.

     

    If
      (i) a Servicer reports a delinquency on a monthly report and (ii) such
      Servicer, by 11 a.m. (New York Time) on the related Remittance Date,
      neither makes an Advance nor provides the Securities Administrator, the Master
      Servicer and the Trustee with an Officer’s Certificate certifying that such an
      Advance would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance, then the Master Servicer or, if the Master Servicer and such Servicer
      are the same entity, the Trustee, shall deposit in the Distribution Account
      not
      later than the Business Day immediately preceding the related Distribution
      Date
      an Advance in an amount equal to the difference between (x) with respect to
      each Monthly Payment due on a Mortgage Loan that is delinquent (other than
      Relief Act Interest Shortfalls) and for which the related Servicer was required
      to make an Advance pursuant to the related Servicing Agreement and
      (y) amounts deposited in the related Collection Account to be used for
      Advances with respect to such Mortgage Loan, except to the extent the Master
      Servicer or the Trustee, as applicable, determines any such Advance to be a
      Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Subject to
      the foregoing and Section 7.01, the Master Servicer or the Trustee, as
      applicable, shall continue to make such Advances for so long as the applicable
      Servicer is required to do so under its respective Servicing Agreement. If
      applicable, on the Business Day immediately preceding the Distribution Date,
      the
      Master Servicer shall deliver an Officer’s Certificate to the Trustee stating
      that the Master Servicer elects not to make an Advance in a stated amount and
      detailing the reason(s) it deems the Advance to be a Nonrecoverable P&I
      Advance or Nonrecoverable Servicing Advance. Any amounts deposited by the Master
      Servicer or the Trustee, as applicable, pursuant to this Section 9.01 shall
      be net of the Servicing Fee for the related Mortgage Loans.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer or the Trustee (as successor master servicer), as applicable,
      shall pay the costs of monitoring the Servicers (including costs associated
      with
      (i) termination of any Servicer, (ii) the appointment of a successor
      servicer or (iii) the transfer to and assumption of the servicing by the
      Master Servicer or the Trustee, as applicable) and shall, to the extent
      permitted under the related Servicing Agreement, seek reimbursement therefor
      initially from the terminated Servicer. In the event the full costs associated
      with the transition of servicing responsibilities to the Master Servicer or
      the
      Trustee (as successor master servicer), as applicable, are not paid for by
      the
      predecessor or successor servicer (provided such successor servicer is not
      the
      Master Servicer or the Trustee (as successor master servicer)), the Master
      Servicer or the Trustee, as applicable, may be reimbursed therefor by the Trust
      for all costs incurred by the Master Servicer or the Trustee (as successor
      master servicer), as applicable, associated with any such transfer of servicing
      duties from the applicable Servicer to the Master Servicer or the Trustee,
      as
      applicable, or any other successor servicer.

     

    (c) If
      the
      Master Servicer or the Trustee (as successor master servicer), as applicable,
      assumes the servicing with respect to any of the Mortgage Loans, it will not
      assume liability for the representations and warranties of the applicable
      Servicer it replaces or for any errors or omissions of such
      Servicer.

     

    (d) Neither
      the Depositor nor the Securities Administrator shall consent to the assignment
      by any Servicer of such Servicer’s rights and obligations under that Servicer’s
      Servicing Agreement without the prior written consent of the Master Servicer
      and
      the Trustee, which consent shall not be unreasonably withheld.

     

    Section
      9.02 Provision
      to the Securities Administrator of Loan-Level Information.
      If the
      Master Servicer and the Securities Administrator are different Persons, not
      later than three Business Days preceding each Distribution Date, the Master
      Servicer shall deliver to the Securities Administrator, in a format mutually
      agreed upon by the Master Servicer and the Securities Administrator, “loan
      level’ information with respect to the Mortgage Loans as of the related
      Determination Date, to the extent that such information has been provided to
      the
      Master Servicer by the Servicers.

     

    Section
      9.03 [Reserved].

     

    Section
      9.04 Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.
      The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, directors, 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. The errors and
      omissions insurance policy and the fidelity bond shall be in such form and
      amount generally acceptable for entities serving as master servicers or
      trustees.

     

    
      
        
        

      

      
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    Section
      9.05 Representations
      and Warranties of the Master Servicer.
      xv)
      The
      Master Servicer hereby represents and warrants to the Depositor, the Securities
      Administrator and the Trustee, for the benefit of the Certificateholders, as
      of
      the Closing Date that:

     

    (i) it
      is a
      national banking association validly existing and in good standing under the
      laws of the United States of America, and as Master Servicer has full power
      and
      authority to transact any and all business contemplated by this Agreement and
      to
      execute, deliver and comply with its obligations under the terms of this
      Agreement, the execution, delivery and performance of which have been duly
      authorized by all necessary corporate action on the part of the Master
      Servicer;

     

    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this Agreement will not
      (A) violate the Master Servicer’s charter or bylaws, (B) violate any
      law or regulation or any administrative decree or order to which it is subject
      or (C) 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 contract, agreement or other instrument to which the Master
      Servicer is a party or by which it is bound or to which any of its assets are
      subject, which violation, default or breach would materially and adversely
      affect the Master Servicer’s ability to perform its obligations under this
      Agreement;

     

    (iii) this
      Agreement constitutes, assuming due authorization, execution and delivery hereof
      by the other respective parties hereto, a legal, valid and binding obligation
      of
      the Master Servicer, enforceable against it in accordance with the terms hereof,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors’ rights in general, and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     

    (iv) the
      Master Servicer is not in default with respect to any order or decree of any
      court or any order or regulation of any federal, state, municipal or
      governmental agency to the extent that any such default would materially and
      adversely affect its performance hereunder;

     

    (v) the
      Master Servicer is not a party to or bound by any agreement or instrument or
      subject to any charter provision, bylaw or any other corporate restriction
      or
      any judgment, order, writ, injunction, decree, law or regulation that may
      materially and adversely affect its ability as Master Servicer to perform its
      obligations under this Agreement or that requires the consent of any third
      person to the execution of this Agreement or the performance by the Master
      Servicer of its obligations under this Agreement;

     

    (vi) no
      litigation is pending or, to the best of the Master Servicer’s knowledge,
      threatened against the Master Servicer which would prohibit its entering into
      this Agreement or performing its obligations under this Agreement;

     

    
      
        
        

      

      
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    (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 of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations and orders (if any) as have been obtained;
      and

     

    (viii) the
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Master Servicer.

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section shall survive the execution and delivery of this Agreement. The Master
      Servicer shall indemnify the Depositor, the Securities Administrator (to the
      extent the Master Servicer and Securities Administrator are not the same
      entity), the Trustee and the Trust and hold them harmless against any loss,
      damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and other reasonable costs and expenses resulting from any claim,
      demand, defense or assertion based on or grounded upon, or resulting from,
      a
      material breach of the Master Servicer’s representations and warranties
      contained in Section 9.05(a) above. It is understood and agreed that the
      enforcement of the obligation of the Master Servicer set forth in this Section
      9.05 to indemnify the Depositor, Securities Administrator (to the extent the
      Master Servicer and Securities Administrator are not the same entity), the
      Trustee and the Trust constitutes the sole remedy of the Depositor and the
      Trustee, respecting a breach of the foregoing representations and warranties.
      Such indemnification shall survive any termination of the Master Servicer as
      Master Servicer hereunder, any termination of this Agreement and resignation
      or
      removal of the Trustee.

     

    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section 9.05 shall accrue
      upon discovery of such breach by either the Depositor, the Master Servicer,
      the
      Securities Administrator or the Trustee or notice thereof by any one of such
      parties to the other parties.

     

    Section
      9.06 Master
      Servicer Events of Default.
      Each of
      the following shall constitute a “Master
      Servicer Event of Default”:

     

    (a) any
      failure by the Master Servicer to cause to be deposited in the Distribution
      Account any amounts received by it from the Servicers or to make any P&I
      Advance required to be made by the Master Servicer 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 Master Servicer by any other party
      hereto;

     

    (b) failure
      by the Master Servicer to duly observe or perform, in any material respect,
      any
      other covenants, obligations or agreements of the Master Servicer as set forth
      in this Agreement 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 Master Servicer by the
      Trustee or to the Master Servicer and Trustee by the holders of Certificates
      evidencing at least 25.00% of the Voting Rights;

     

    
      
        
        

      

      
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    (c) 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 the Master Servicer and such decree or order shall
      have remained in force, undischarged or unstayed for a period of sixty
      (60) days;

     

    (d) the
      Master Servicer 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 the Master
      Servicer or relating to all or substantially all of its property;

     

    (e) the
      Master Servicer shall admit in writing its inability to pay its debts 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 for three (3) Business
      Days;

     

    (f) Except
      as
      otherwise set forth herein, the Master Servicer attempts to assign this
      Agreement or its responsibilities hereunder or to delegate its duties hereunder
      (or any portion thereof) without the consent of the Securities Administrator
      and
      the Depositor;

     

    (g) the
      indictment of the Master Servicer for the taking of any action by the Master
      Servicer, any Affiliate or any director or employee thereof that constitutes
      fraud or criminal activity in the performance of its obligations under this
      Agreement, in each case, where such indictment materially and adversely affects
      the ability of the Master Servicer to perform its obligations under this
      Agreement (subject to the condition that such indictment is not dismissed within
      ninety (90) days); or

     

    (h) failure
      of the Master Servicer to timely provide the Depositor with the assessment,
      attestation and annual statement of compliance required by Item 1122 of
      Regulation AB in accordance with Sections 3.03, 3.04 and 3.05.

     

    In
      each
      and every such case, so long as a Master Servicer Event of Default shall not
      have been remedied, in addition to whatever rights the Trustee may have at
      law
      or equity or to damages, including injunctive relief and specific performance,
      the Trustee, by notice in writing to the Master Servicer, may, and upon the
      request of the Holders of Certificates representing at least 51.00% of the
      Voting Rights shall, terminate with cause all the rights and obligations of
      the
      Master Servicer under this Agreement.

     

    Upon
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, shall pass to and be vested in
      any
      successor master servicer appointed hereunder which accepts such appointments.
      Upon written request from the Trustee or the Depositor, the Master Servicer
      shall prepare, execute and deliver to the successor entity designated by the
      Trustee any and all documents and other instruments related to the performance
      of its duties hereunder as the Master Servicer and, place in such successor’s
      possession all such documents with respect to the master servicing of the
      Mortgage Loans and do or cause to be done all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, at the Master
      Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee
      and such successor master servicer in effecting the termination of the Master
      Servicer’s responsibilities and rights hereunder, including without limitation,
      the transfer to such successor master servicer for administration by it of
      all
      cash amounts which shall at the time be credited to the Distribution Account
      or
      are thereafter received with respect to the Mortgage Loans.

     

    
      
        
        

      

      
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    Section
      9.07 Waiver
      of Default.
      By a
      written notice, the Trustee may at the direction of Holders of Certificates
      evidencing at least 51.00% of the Voting Rights waive any default by the Master
      Servicer in the performance of its obligations hereunder and its consequences.
      Upon any waiver of a past default, such default shall cease to exist, and any
      Master Servicer 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.

     

    Section
      9.08 Successor
      to the Master Servicer.
      Upon
      termination of the Master Servicer’s responsibilities and duties under this
      Agreement, the Depositor shall use its reasonable good faith efforts to appoint
      a successor, which shall succeed to all rights and assume all of the
      responsibilities, duties and liabilities of the Master Servicer under this
      Agreement prior to the termination of the Master Servicer. Any successor shall
      be a Fannie Mae and Freddie Mac approved servicer in good standing and
      acceptable to the Depositor and the Rating Agencies. In connection with such
      appointment and assumption, the Depositor may make such arrangements for the
      compensation of such successor as it and such successor shall agree;
provided,
      however,
      that in
      no event shall the master servicing fee paid to such successor master servicer
      be in excess of the prevailing market rate at the time that the successor master
      servicer is appointed. In the event that the Master Servicer’s duties,
      responsibilities and liabilities under this Agreement are terminated, the Master
      Servicer shall continue to discharge its duties and responsibilities hereunder
      until the effective date of such termination 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 of its
      successor. The termination of the Master Servicer shall not become effective
      until a successor shall be appointed pursuant hereto and shall in no event
      (i) relieve the Master Servicer of responsibility for the representations
      and warranties made pursuant to Section 9.05(a) hereof and the remedies
      available to the Trustee under Section 9.05(b) hereof, it being understood
      and agreed that the provisions of Section 9.05 hereof shall be applicable
      to the Master Servicer notwithstanding any such sale, assignment, resignation
      or
      termination of the Master Servicer or the termination of this Agreement; or
      (ii) affect the right of the Master Servicer to receive payment and/or
      reimbursement of any amounts accruing to it hereunder prior to the date of
      termination (or during any transition period in which the Master Servicer
      continues to perform its duties hereunder prior to the date the successor master
      servicer fully assumes its duties).

     

    If
      no
      successor master servicer has accepted its appointment within 90 days of
      the time the Trustee receives the resignation of the Master Servicer, the
      Trustee shall be the successor master servicer in all respects under this
      Agreement and shall have all the rights and powers and be subject to all the
      responsibilities, duties and liabilities relating thereto, including the
      obligation to make Advances; provided,
      however,
      that
      any failure to perform any duties or responsibilities caused by the Master
      Servicer’s failure to provide information required by this Agreement shall not
      be considered a default by the Trustee hereunder. In the Trustee’s capacity as
      such successor, the Trustee shall have the same limitations on liability herein
      granted to the Master Servicer. Notwithstanding anything herein to the contrary,
      the Trustee in its role as successor master servicer shall have no obligation
      to
      monitor or supervise any Servicer, shall only have the obligation to make
      Advances if it terminates the Servicer pursuant to an Event of Default (in
      its
      role as successor master servicer), and shall make such Advances only pursuant
      to Section 7.01. As compensation therefor, the Trustee shall be entitled to
      receive the compensation, reimbursement and indemnities otherwise payable to
      the
      Master Servicer. 

     

    
      
        
        

      

      
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    Any
      successor master servicer appointed as provided herein, shall execute,
      acknowledge and deliver to the Master Servicer, the Depositor and to the Trustee
      an instrument accepting such appointment, wherein the successor shall make
      the
      representations and warranties set forth in Section 9.05 hereof, and
      whereupon such successor shall become fully vested with all of the rights,
      powers, duties, responsibilities, obligations and liabilities of the Master
      Servicer, with like effect as if originally named as a party to this Agreement.
      Any termination or resignation of the Master Servicer or termination of this
      Agreement shall not affect any claims that the Trustee may have against the
      Master Servicer arising out of the Master Servicer’s actions or failure to act
      prior to any such termination or resignation or in connection with the Trustee’s
      assumption of such obligations, duties and responsibilities.

     

    Upon
      a
      successor’s acceptance of appointment as such, the successor master servicer
      shall notify by mail the Trustee, the Securities Administrator and the Depositor
      of its appointment.

     

    Section
      9.09 [Reserved].

     

    Section
      9.10 Merger
      or Consolidation.
      Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer 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 resulting
      Person to the Master Servicer shall (i) be a Person (or have an Affiliate)
      that is qualified and approved to service mortgage loans for Fannie Mae and
      Freddie Mac (provided further that a successor master servicer that satisfies
      subclause (i) through an Affiliate agrees to service the Mortgage
      Loans in accordance with all applicable Fannie Mae and Freddie Mac guidelines)
      and (ii) have a net worth of not less than $25,000,000.

     

    Section
      9.11 Resignation
      of the Master Servicer.
      Except
      as otherwise provided in Sections 9.08 and 9.10 hereof, the Master Servicer
      shall not resign from the obligations and duties hereby imposed on it unless
      the
      Master Servicer’s duties hereunder are no longer permissible under applicable
      law or are in material conflict by reason of applicable law with any other
      activities carried on by it and cannot be cured. Any such determination
      permitting the resignation of the Master Servicer shall be evidenced by an
      Opinion of Counsel that shall be independent to such effect delivered to the
      Trustee. No such resignation shall become effective until the Trustee shall
      have
      assumed, or a successor master servicer satisfactory to the Trustee and the
      Depositor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee.

     

    
      
        
        

      

      
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    If
      at any
      time, Wells Fargo Bank, N.A., as Master Servicer, resigns under this
      Section 9.11, or is removed as Master Servicer pursuant to
      Section 9.06, then at such time Wells Fargo Bank, N.A. shall also resign
      (and shall be entitled to resign) as Securities Administrator under this
      Agreement.

     

    Section
      9.12 Assignment
      or Delegation of Duties by the Master Servicer.
      Except
      as expressly provided herein, the Master Servicer 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 the
      Master Servicer; provided,
      however,
      that
      the Master Servicer shall have the right with the prior written consent of
      the
      Depositor (which shall not be unreasonably withheld, denied, or delayed), and
      upon delivery to the Trustee and the Depositor of a letter from each Rating
      Agency to the effect that such action shall not result in a downgrade of the
      ratings assigned to any of the Certificates, to delegate or assign to or
      subcontract with or authorize or appoint any qualified Person to perform and
      carry out any duties, covenants or obligations to be performed and carried
      out
      by the Master Servicer hereunder. Notice of such permitted assignment shall
      be
      given promptly by the Master Servicer to the Depositor and the Trustee. If,
      pursuant to any provision hereof, the duties of the Master Servicer are
      transferred to a successor master servicer, the entire compensation payable
      to
      the Master Servicer pursuant hereto shall thereafter be payable to such
      successor master servicer but in no event shall the fee payable to the successor
      master servicer exceed that payable to the predecessor master
      servicer.

     

    Section
      9.13 Limitation
      on Liability of the Master Servicer.
      Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Trustee or the
      Certificateholders 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;
      provided,
      however,
      that
      this provision shall not protect the Master Servicer or any such person against
      any liability that would otherwise be imposed by reason of willful malfeasance,
      bad faith or negligence in the performance of its duties or by reason of
      reckless disregard for its obligations and duties under this Agreement. The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer may rely in good faith on any document prima facie properly executed
      and submitted by any Person respecting any matters arising hereunder. The Master
      Servicer shall be under no obligation to appear in, prosecute or defend any
      legal action that is not incidental to its duties as Master Servicer with
      respect to the Mortgage Loans under this Agreement and that in its opinion
      may
      involve it in any expenses or liability; provided,
      however,
      that
      the Master Servicer may in its sole discretion undertake any such action that
      it
      may deem necessary or desirable in 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, shall be liabilities of the Trust, and the Master
      Servicer shall be entitled to be reimbursed therefor out of the Distribution
      Account in accordance with the provisions of Section 9.14.

     

    The
      Master Servicer shall not be liable under this Agreement for any acts or
      omissions of the Servicers except to the extent that damages or expenses are
      incurred as a result of such acts or omissions and such damages and expenses
      would not have been incurred but for the negligence, willful malfeasance, bad
      faith or recklessness of the Master Servicer in supervising, monitoring and
      overseeing the performance of the obligations of the Servicers as required
      under
      this Agreement.

     

    
      
        
        

      

      
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    Section
      9.14 Indemnification;
      Third Party Claims.
      The
      Master Servicer agrees to indemnify and hold harmless the Trustee as successor
      master servicer from and against any and all claims, losses, penalties, fines,
      forfeitures, legal fees and related costs, judgments, and any other costs,
      liabilities, fees and expenses (including, but not limited to, reasonable
      attorneys’ fees) that the Trustee may sustain as a result of such liability or
      obligations of the Master Servicer and in connection with the Trustee’s
      assumption (not including the Trustee’s performance, except to the extent that
      costs or liability of the Trustee are created or increased as a result of
      negligent or wrongful acts or omissions of the Master Servicer prior to its
      replacement as Master Servicer) of the Master Servicer’s obligations, duties or
      responsibilities under such agreement.

     

    The
      Trust
      will indemnify the Master Servicer and hold it harmless against any and all
      claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liabilities, fees and expenses (including,
      but
      not limited to, reasonable attorneys’ fees) that the Master Servicer may incur
      or sustain in connection with, arising out of or related to this Agreement
      or
      the Certificates, except to the extent that any such loss, liability or expense
      is related to (i) a material breach of the Master Servicer’s
      representations and warranties in this Agreement, (ii) the Master
      Servicer’s willful malfeasance, bad faith or negligence or by reason of its
      reckless disregard of its duties and obligations under this Agreement or (iii)
      failure to provide the assessment, attestation and annual statement of
      compliance in accordance with Sections 3.03, 3.04 and 3.05; provided that any
      such loss, liability or expense constitutes an “unanticipated expense incurred
      by the REMIC” within the meaning of Treasury Regulations
      Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to
      reimbursement for any such indemnified amount from funds on deposit in the
      Distribution Account.

     

    ARTICLE
      X

     

    CONCERNING
      THE SECURITIES ADMINISTRATOR

     

    Section
      10.01 Duties
      of Securities Administrator.
      The
      Securities Administrator shall undertake to perform such duties and only such
      duties as are specifically set forth in this Agreement.

     

    The
      Securities Administrator, upon receipt of all resolutions, certificates,
      statements, opinions, reports, documents, orders or other instruments furnished
      to the Securities Administrator that are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they are in the form required by this Agreement; provided, however,
      that
      the Securities Administrator shall not be responsible for the accuracy or
      content of any such resolution, certificate, statement, opinion, report,
      document, order or other instrument. If any such instrument is found not to
      conform in any material respect to the requirements of this Agreement, the
      Securities Administrator shall notify the Certificateholders of such
      non-conforming instrument in the event the Securities Administrator, after
      so
      requesting, does not receive a satisfactorily corrected instrument.

     

    
      
        
        

      

      
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    No
      provision of this Agreement shall be construed to relieve the Securities
      Administrator of liability for its own negligent action, its own negligent
      failure to act or its own willful misconduct; provided, however,
      that:

     

    (i) the
      duties and obligations of the Securities Administrator shall be determined
      solely by the express provisions of this Agreement, the Securities Administrator
      shall not be liable except for the performance of such duties and obligations
      as
      are specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Securities
      Administrator and the Securities Administrator may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Securities Administrator
      and
      conforming to the requirements of this Agreement which it believed in good
      faith
      to be genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

     

    (ii) the
      Securities Administrator shall not be liable for any error of judgment made
      in
      good faith by a Responsible Officer or Responsible Officers of the Securities
      Administrator, unless it shall be conclusively determined by a court of
      competent jurisdiction, such determination not subject to appeal, that the
      Securities Administrator was negligent in ascertaining the pertinent
      facts;

     

    (iii) the
      Securities Administrator shall not be liable with respect to any action or
      inaction taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates evidencing not less
      than 25.00% of the Voting Rights of Certificates relating to the time, method
      and place of conducting any proceeding for any remedy available to the
      Securities Administrator, or exercising or omitting to exercise any trust or
      power conferred upon the Securities Administrator under this Agreement;
      and

     

    (iv) the
      Securities Administrator shall not be accountable, shall have no liability
      and
      makes no representation as to any acts or omissions hereunder of the Master
      Servicer or the Trustee.

     

    Section
      10.02 Certain
      Matters Affecting the Securities Administrator.
      Except
      as otherwise provided in Section 10.01:

     

    (i) the
      Securities Administrator may request and conclusively rely upon and shall be
      fully protected in acting or refraining from acting upon any resolution,
      Officer’s Certificate, certificate 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 and the Securities
      Administrator shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

     

    
      
        
        

      

      
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    (ii) the
      Securities Administrator may consult with counsel, financial advisers or
      accountants and the advice of any such counsel, financial advisers or
      accountants and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel;

     

    (iii) the
      Securities Administrator shall not be liable for any action or inaction 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;

     

    (iv) the
      Securities Administrator shall not 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 so to do by Holders of Certificates
      evidencing not less than 25.00% of the Voting Rights allocated to each
      Class of Certificates; provided, however, that if the payment within a
      reasonable time to 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 Securities Administrator, not reasonably assured to the
      Securities Administrator by the security afforded to it by the terms of this
      Agreement, the Securities Administrator may require reasonable indemnity against
      such expense or liability as a condition to so proceeding. Nothing in this
      clause (iv) shall derogate from the obligation of the Securities
      Administrator to observe any applicable law prohibiting disclosure of
      information regarding the Mortgagors, provided that the Securities Administrator
      shall have no liability for disclosure required by this Agreement;

     

    (v) the
      Securities Administrator may execute any of the trusts or powers hereunder
      or
      perform any duties hereunder either directly or by or through agents or
      attorneys or a custodian and the Securities Administrator shall not be
      responsible for any misconduct or negligence on the part of any such agent,
      attorney or custodian appointed by the Securities Administrator with due
      care;

     

    (vi) the
      Securities Administrator shall not be required to risk or expend its own funds
      or otherwise incur any financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not assured to it, and none of
      the
      provisions contained in this Agreement shall in any event require the Securities
      Administrator to perform, or be responsible for the manner of performance of,
      any of the obligations of the Master Servicer or the Trustee under this
      Agreement;

     

    (vii) the
      Securities Administrator shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by 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
      Securities Administrator reasonable security or indemnity satisfactory to the
      Securities Administrator against the costs, expenses and liabilities which
      may
      be incurred therein or thereby;

     

    
      
        
        

      

      
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    (viii) the
      Securities Administrator shall have no obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties hereunder and
      which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that the
      Securities Administrator may in its discretion undertake any such action that
      it
      may deem necessary or desirable in respect of this Agreement and the rights
      and
      duties of the parties hereto and the interests of the Trustee, the Securities
      Administrator and the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom shall
      be
      expenses, costs and liabilities of the Trust Fund, and the Securities
      Administrator shall be entitled to be reimbursed therefor out of the Collection
      Account.

     

    (ix) the
      Securities Administrator shall not be required to take notice or be deemed
      to
      have notice or knowledge of any default or Event of Default unless a Responsible
      Officer of the Securities Administrator shall have received written notice
      or
      obtained actual knowledge thereof. In the absence of receipt of such notice
      or
      actual knowledge, the Securities Administrator may conclusively assume that
      there is no default or Event of Default;

     

    (x) the
      right
      of the Securities Administrator to perform any discretionary act enumerated
      in
      this Agreement shall not be construed as a duty, and the Securities
      Administrator shall not be answerable for other than its negligence or willful
      misconduct in the performance of such act;

     

    (xi) the
      Securities Administrator shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the powers granted
      hereunder; and

     

    (xii) the
      Securities Administrator may execute any of the trusts or powers hereunder
      or
      perform any duties hereunder either directly or by or through agents, attorneys
      or custodians, and the Securities Administrator shall not be responsible for
      any
      misconduct or negligence on the part of any such agent, attorney or custodian
      appointed by the Securities Administrator with due care.

     

    The
      Securities Administrator shall have no duty (A) to undertake or ensure any
      recording, filing, or depositing of this Agreement or any agreement referred
      to
      herein or any financing statement or continuation statement evidencing a
      security interest, or to see to the maintenance of any such recording or filing
      or depositing or to any rerecording, refiling or redepositing thereof,
      (B) to procure or maintain any insurance or (C) to pay or discharge
      any tax, assessment, or other governmental charge or any lien or encumbrance
      of
      any kind owing with respect to, assessed or levied against, any part of the
      Trust Fund other than from funds available in the Distribution
      Account.

     

    Section
      10.03 Securities
      Administrator Not Liable for Certificates or Mortgage Loans.
      The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the transferor, as the case may be, and the
      Securities Administrator assumes no responsibility for their correctness. The
      Securities Administrator makes no representations as to the validity or
      sufficiency of this Agreement, or of the Certificates or of any Mortgage Loan
      or
      related document other than with respect to the Securities Administrator’s
      execution and authentication of the Certificates. The Securities Administrator
      shall not be accountable for the use or application by the Depositor, the
      Trustee, the Master Servicer, of any funds paid to the Depositor, the Trustee,
      any Servicer, or the Master Servicer in respect of the Mortgage Loans or
      deposited in or withdrawn from any Collection Account or any other fund or
      account with respect to the Certificates by the Depositor, the Trustee, any
      Servicer, or the Master Servicer.

     

    
      
        
        

      

      
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    The
      Securities Administrator executes and authenticates the Certificates not in
      its
      individual capacity but solely as Securities Administrator of the Trust Fund
      created by this Agreement, in the exercise of the powers and authority conferred
      and vested in it by this Agreement. Each of the undertakings and agreements
      made
      on the part of the Securities Administrator on behalf of the Trust Fund in
      the
      Certificates is made and intended not as a personal undertaking or agreement
      by
      the Securities Administrator but is made and intended for the purpose of binding
      only the Trust Fund.

     

    Section
      10.04 Securities
      Administrator May Own Certificates.
      The
      Securities Administrator in its individual or any other capacity may become
      the
      owner or pledgee of Certificates and may transact business with the parties
      hereto and their Affiliates with the same rights as it would have if it were
      not
      the Securities Administrator.

     

    Section
      10.05 Securities
      Administrator’s Fees and Expenses.
      The
      Securities Administrator shall be entitled to all investment income from amounts
      on deposit in the Distribution Account during the Securities Administrator
      Float
      Period. The Securities Administrator and any director, officer, employee, agent
      or “control person” within the meaning of the Securities Act of 1933, as
      amended, and the Securities Exchange Act of 1934, as amended (“Control
      Person”),
      of
      the Securities Administrator shall be indemnified by the Trust and held harmless
      against any loss, liability or expense (including but not limited to reasonable
      attorney’s fees) (i) incurred in connection with any claim or legal action
      relating to (a) this Agreement, (b) the Mortgage Loans or (c) the
      Certificates, other than any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or negligence in the performance of any of the
      Securities Administrator’s duties hereunder, (ii) incurred in connection
      with the performance of any of the Securities Administrator’s duties hereunder,
      other than any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of any of the Securities
      Administrator’s duties hereunder or (iii) incurred by reason of any action
      of the Securities Administrator taken at the direction of the
      Certificateholders, provided that any such loss, liability or expense
      constitutes an “unanticipated expense incurred by the REMIC” within the meaning
      of Treasury Regulations Section 1.860G 1(b)(3)(ii). Such indemnity shall
      survive the termination of this Agreement or the resignation or removal of
      the
      Securities Administrator hereunder. Without limiting the foregoing, and except
      for any such expense, disbursement or advance as may arise from the Securities
      Administrator’s negligence, bad faith or willful misconduct, or which would not
      be an “unanticipated expense” within the meaning of the second preceding
      sentence, the Securities Administrator shall be reimbursed by the Trust for
      all
      reasonable expenses, disbursements and advances incurred or made by the
      Securities Administrator in accordance with any of the provisions of this
      Agreement with respect to: (A) the reasonable compensation and the expenses
      and disbursements of its counsel not associated with the closing of the issuance
      of the Certificates, (B) the reasonable compensation, expenses and
      disbursements of any accountant, engineer, appraiser or other agent that is
      not
      regularly employed by the Securities Administrator, to the extent that the
      Securities Administrator must engage such Persons to perform acts or services
      hereunder and (C) printing and engraving expenses in connection with
      preparing any Definitive Certificates. The Trust shall fulfill its obligations
      under this paragraph from amounts on deposit from time to time in the
      Distribution Account.

     

    
      
        
        

      

      
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    The
      Securities Administrator 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.

     

    Section
      10.06 Eligibility
      Requirements for Securities Administrator.
      The
      Securities Administrator hereunder shall at all times be a corporation or
      association organized and doing business under the laws the United States of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers, having a combined capital and surplus of at least $50,000,000,
      subject to supervision or examination by federal or state authority and with
      a
      credit rating of at least investment grade. If such corporation or association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 10.06 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 condition so published. In
      case at any time the Securities Administrator shall cease to be eligible in
      accordance with the provisions of this Section 10.06, the Securities
      Administrator shall resign immediately in the manner and with the effect
      specified in Section 10.07 hereof. The entity serving as Securities
      Administrator may have normal banking and trust relationships with the Depositor
      and its affiliates or the Trustee and its affiliates.

     

    Any
      successor securities administrator (i) may not be a Mortgage Loan Seller,
      the Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor
      unless such successor securities administrator’s functions are operated through
      an institutional trust department of the Securities Administrator,
      (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/F1” by Fitch, if Fitch is a Rating Agency and if rated by Fitch, or the
      equivalent rating by Standard & Poor’s or Moody’s. If no successor
      securities administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Securities Administrator ceases to be
      the Securities Administrator pursuant to Section 10.07, then the Trustee
      may (but shall not be obligated to) become the successor securities
      administrator. The Depositor shall appoint a successor to the Securities
      Administrator in accordance with Section 10.07. The Trustee shall notify
      the Rating Agencies of any change of Securities Administrator.

     

    Section
      10.07 Resignation
      and Removal of Securities Administrator.
      The
      Securities Administrator may at any time resign by giving written notice of
      resignation to the Depositor and the Trustee and each Rating Agency not less
      than 60 days before the date specified in such notice when, subject to
      Section 10.08, such resignation is to take effect, and acceptance by a
      successor securities administrator in accordance with Section 10.08 meeting
      the qualifications set forth in Section 10.06. If no successor securities
      administrator meeting such qualifications shall have been so appointed by the
      Depositor and have accepted appointment within 30 days after the giving of
      such notice of resignation, the resigning Securities Administrator may petition
      any court of competent jurisdiction for the appointment of a successor
      securities administrator.

     

    
      
        
        

      

      
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    If
      at any
      time the Securities Administrator shall cease to be eligible in accordance
      with
      the provisions of Section 10.06 hereof and shall fail to resign after
      written request thereto by the Depositor, or if at any time the Securities
      Administrator shall become incapable of acting, or shall be adjudged as bankrupt
      or insolvent, or a receiver of the Securities Administrator or of its property
      shall be appointed, or any public officer shall take charge or control of the
      Securities Administrator or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, or a tax is imposed with respect
      to
      the Trust Fund by any state in which the Securities Administrator or the Trust
      Fund is located and the imposition of such tax would be avoided by the
      appointment of a different securities administrator, then the Depositor may
      remove the Securities Administrator and appoint a successor securities
      administrator by written instrument, in triplicate, one copy of which instrument
      shall be delivered to the Securities Administrator so removed, one copy of
      which
      shall be delivered to the Master Servicer and one copy to the successor
      securities administrator.

     

    The
      Holders of Certificates entitled to at least 51.00% of the Voting Rights may
      at
      any time remove the Securities Administrator and appoint a 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 by the successor securities administrator
      to the Trustee, one complete set to the Securities Administrator so removed
      and
      one complete set to the successor so appointed. Notice of any removal of the
      Securities Administrator shall be given to each Rating Agency by the successor
      securities administrator.

     

    Any
      resignation or removal of the Securities Administrator and appointment of a
      successor securities administrator pursuant to any of the provisions of this
      Section 10.07 shall become effective upon acceptance by the successor
      securities administrator of appointment as provided in Section 10.08
      hereof.

     

    If
      at any
      time, Wells Fargo Bank, N.A., as Securities Administrator, resigns under this
      Section 10.07, or is removed as Securities Administrator pursuant to this
      Section 10.07, then at such time Wells Fargo Bank, N.A. shall also resign
      (and shall be entitled to resign) as Master Servicer under this
      Agreement.

     

    Section
      10.08 Successor
      Securities Administrator.
      Any
      successor securities administrator (which may be the Trustee) appointed as
      provided in Section 10.07 hereof shall execute, acknowledge and deliver to
      the Depositor and to its predecessor Securities Administrator and the Trustee
      an
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor Securities Administrator shall become effective
      and
      such 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 Securities Administrator herein. The Depositor, the Trustee, the Master
      Servicer and the 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 securities
      administrator all such rights, powers, duties, and obligations.

     

    
      
        
        

      

      
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    No
      successor securities administrator shall accept appointment as provided in
      this
      Section 10.08 unless at the time of such acceptance such successor
      securities administrator shall be eligible under the provisions of
      Section 10.06 hereof and its appointment shall not adversely affect then
      current rating of the Certificates, as confirmed in writing by each Rating
      Agency.

     

    Upon
      acceptance by a successor securities administrator of appointment as provided
      in
      this Section 10.08, the Depositor shall mail notice of the succession of
      such Securities Administrator hereunder to all Holders of Certificates. If
      the
      Depositor fails to mail such notice within 10 days after acceptance by the
      successor securities administrator of appointment, the successor securities
      administrator shall cause such notice to be mailed at the expense of the
      Depositor.

     

    Section
      10.09 Merger
      or Consolidation of Securities Administrator.
      Any
      corporation or other entity into which the Securities Administrator may be
      merged or converted or with which it may be consolidated or any corporation
      or
      other entity resulting from any merger, conversion or consolidation to which
      the
      Securities Administrator shall be a party, or any corporation or other entity
      succeeding to the business of the Securities Administrator, shall be the
      successor of the Securities Administrator hereunder, provided that such
      corporation or other entity shall be eligible under the provisions of
      Section 10.06 hereof, 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
      10.10 Assignment
      or Delegation of Duties by the Securities Administrator.
      Except
      as expressly provided herein, the Securities Administrator 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
      the Securities Administrator; provided,
      however,
      that
      the Securities Administrator shall have the right with the prior written consent
      of the Depositor (which shall not be unreasonably withheld or delayed), and
      upon
      delivery to the Trustee and the Depositor of a letter from each Rating Agency
      to
      the effect that such action shall not result in a downgrade of the ratings
      assigned to any of the Certificates, to delegate or assign to or subcontract
      with or authorize or appoint any qualified Person to perform and carry out
      any
      duties, covenants or obligations to be performed and carried out by the
      Securities Administrator hereunder. Notice of such permitted assignment shall
      be
      given promptly by the Securities Administrator to the Depositor and the Trustee.
      If, pursuant to any provision hereof, the duties of the Securities Administrator
      are transferred to a successor securities administrator, the entire compensation
      payable to the Securities Administrator pursuant hereto shall thereafter be
      payable to such successor securities administrator but in no event shall the
      fee
      payable to the successor securities administrator exceed that payable to the
      predecessor securities administrator.

     

    Section
      10.11 Dissemination
      of Confidential Information.
      Notwithstanding anything to the contrary herein, any and all communications
      (both text and attachments) by or from the Securities Administrator or the
      Master Servicer that the Securities Administrator or the Master Servicer,
      respectively, in its sole discretion deems to contain confidential, proprietary,
      and/or sensitive information and sent by electronic mail will be encrypted.
      The
      recipient of the email communication will be required to complete a one-time
      registration process. Information and assistance on registering and using the
      email encryption technology shall be provided at Wells Fargo Bank, N.A.’s secure
      website at https://www.ctslink.com
      or by
      calling (866) 846-4526 at any time.

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    Section
      11.01 REMIC
      Administration.

     

    (a) The
      Securities Administrator shall make an election to treat certain segregated
      assets comprising the Trust Fund, as defined herein, as three REMICs under
      the
      Code and, if necessary, under applicable state law. The assets of each REMIC
      are
      set forth in this Agreement. Such election shall be made on Form 1066 or other
      appropriate federal tax or information return (including Form 8811) or any
      appropriate state return for the taxable year ending on the last day of the
      calendar year in which the Certificates are issued. For the purposes of the
      REMIC elections in respect of the Trust Fund, Certificates and interests to
      be
      designated as the “regular interests” and the sole class of “residual interests”
in each REMIC shall be set forth in Section 11.03. The Securities
      Administrator and the Trustee shall not permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any REMIC elected in
      respect of the Trust Fund other than the “regular interests” and “residual
      interests” so designated.

     

    (b) The
      Closing Date is hereby designated as the “startup day” of the Trust Fund within
      the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Holder of the largest Percentage Interest of the Class R Certificates shall
      act
      as tax matters person for each REMIC created hereunder, within the meaning
      of
      Treasure Regulations Section 1.860F 4(d), and the Securities Administrator
      is
      hereby designated as agent of such Certificateholder for such purpose (or if
      the
      Securities Administrator is not so permitted, such Holder shall be the tax
      matters person in accordance with the REMIC Provisions). The Securities
      Administrator, as agent of the tax matters person, shall (i) act on behalf
      of
      each REMIC in relation to any tax matter or controversy involving the Trust
      Fund
      and (ii) represent the Trust Fund in any administrative or judicial proceeding
      relating to an examination or audit by any governmental taxing authority with
      respect thereto. The legal expenses, including without limitation attorneys’ or
      accountants’ fees, and costs of any such proceeding and any liability resulting
      therefrom shall be expenses of the Trust Fund and the Securities Administrator
      shall be paid with amounts otherwise to be distributed to the
      Certificateholders, as provided in Section 4.02(a) unless such legal expenses
      and costs are incurred by reason of the Securities Administrator’s willful
      misfeasance, bad faith or gross negligence.

     

    (d) The
      Securities Administrator shall prepare or cause to be prepared all of the Tax
      Returns that it determines are required with respect to each REMIC created
      hereunder and deliver such Tax Returns in a timely manner to the Trustee and
      the
      Trustee shall sign and file such Tax Returns in a timely manner. The expenses
      of
      preparing such returns shall be borne by the Securities Administrator without
      any right of reimbursement therefor. The Master Servicer shall promptly provide
      the Securities Administrator with such information as the Securities
      Administrator may from time to time request for the purpose of enabling the
      Securities Administrator to prepare Tax Returns.

     

    
      
        
        

      

      
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    (e) The
      Securities Administrator shall provide (i) to any Transferor of the Class R
      Certificates such information as is necessary for the application of any tax
      relating to the transfer of the Class R Certificates to any Person who is
      not a Permitted Transferee, (ii) to the Certificateholders, such information
      or
      reports as are required by the Code or the REMIC Provisions including reports
      relating to interest, original issue discount and market discount or premium
      (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each REMIC.

     

    (f) None
      of
      the Master Servicer, the Securities Administrator or the Trustee shall (i)
      permit the creation of any interests in any REMIC other than the regular and
      residual interests set forth in the Preliminary Statement, (ii) receive any
      amount representing a fee or other compensation for services (except as
      otherwise permitted by this Agreement or the related Mortgage Loan documents)
      or
      (iii) otherwise knowingly or intentionally take any action, cause the Trust
      Fund
      to 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, could (i) endanger the status of any REMIC as a REMIC or (ii)
      result in the imposition of a tax upon any REMIC or 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, or the tax on “net income from foreclosure
      property”) unless the Securities Administrator receives an Opinion of Counsel
      (at the expense of the party seeking to take such action or, if such party
      fails
      to pay such expense, and the Securities Administrator determines that taking
      such action is in the best interest of the Trust Fund and the
      Certificateholders, at the expense of the Trust Fund, but in no event at the
      expense of the Securities Administrator) to the effect that the contemplated
      action will not, with respect to the Trust Fund or any REMIC created hereunder,
      endanger such status or result in the imposition of such a tax an “Adverse REMIC
      Event”). The Master Servicer or the Securities Administrator, as applicable, may
      consult with counsel to make such written advice, and the cost of same shall
      be
      borne by the party seeking to take the action not expressly permitted by this
      Agreement, but in no event at the expense of the Master Servicer or the
      Securities Administrator. At all times as may be required by the Code, the
      Master Servicer shall to the extent within its control and the scope of its
      duties more specifically set forth herein, maintain substantially all of the
      assets of each REMIC created hereunder as “qualified mortgages” as defined in
      Section 860G(a)(3) of the Code and “permitted investments” as defined in
      Section 860G(a)(5) of the Code.

     

    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on “net income from
      foreclosure property” of any such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      paid by (i) the Master Servicer, the Trustee, or the Securities Administrator,
      as applicable, if such tax arises out of or results from negligence of the
      Master Servicer, the Trustee or the Securities Administrator, as applicable,
      in
      the performance of any of its obligations under this Agreement, (ii) the
      Sponsor, if such tax arises out of or results from the Sponsor’s obligation to
      repurchase a Mortgage Loan pursuant to Section 2.03(d), or (iii) in all other
      cases, or if the Master Servicer, the Trustee or the Securities Administrator
      fails to honor its obligations under the preceding clause (i) or (ii), any
      such
      tax will be paid with amounts otherwise to be distributed to the
      Certificateholders, as provided in Section 4.02(a)..

     

    
      
        
        

      

      
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    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each REMIC created hereunder on a calendar year
      and
      on an accrual basis or as otherwise may be required by the REMIC
      Provisions.

     

    (i) Following
      the Startup Day, none of the Master Servicer, The Securities Administrator
      or
      the Trustee shall accept any contributions of assets to any REMIC created
      hereunder unless (subject to Section 11.01(f)) the Master Servicer, the
      Securities Administrator and the Trustee shall have received an Opinion of
      Counsel (at the expense of the party seeking to make such contribution) to
      the
      effect that the inclusion of such assets in such REMIC will not cause any REMIC
      to fail to qualify as a REMIC at any time that any Certificates are outstanding
      or subject any such REMIC to any tax under the REMIC Provisions or other
      applicable provisions of federal, state and local law or
      ordinances.

     

    (j) None
      of
      the Master Servicer, the Securities Administrator or the Trustee shall (subject
      to Section 11.01(f)) enter into any arrangement by which any REMIC created
      hereunder will receive a fee or other compensation for services nor permit
      either 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.

     

    (k) Solely
      for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      Regulations, the “latest possible maturity date” for each REMIC 1, REMIC 2 and
      REMIC 3 Regular Interest shall be its latest possible maturity date as set
      forth
      or described in the Preliminary Statement.

     

    (l) Within
      30
      days after the Closing Date, the Securities Administrator shall prepare and
      file
      with the Internal Revenue Service Form 8811, “Information Return for Real Estate
      Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
      Obligations” for each REMIC created hereunder.

     

    (m) None
      of
      the Trustee, the Securities Administrator or the Master Servicer shall sell,
      dispose of or substitute for any of the Mortgage Loans (except in connection
      with (i) the default, imminent default or foreclosure of a Mortgage Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC
      created hereunder, (iii) the termination of the applicable REMIC pursuant
      to Article XII of this Agreement or (iv) a purchase of Mortgage Loans
      pursuant to Article II or III of this Agreement) nor acquire any assets for
      any such REMIC, nor sell or dispose of any investments in the applicable
      Collection Account or the Distribution Account for gain nor accept any
      contributions to any such REMIC after the Closing Date unless it has received
      an
      Opinion of Counsel that such sale, disposition, substitution or acquisition
      will
      not (a) affect adversely the status of such REMIC as a REMIC or (b) unless
      the Master Servicer has determined in its sole discretion to indemnify the
      Trust
      Fund against such tax, cause such REMIC to be subject to a tax on “prohibited
      transactions” or “contributions” pursuant to the REMIC Provisions.

     

    
      
        
        

      

      
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    (n) The
      Securities Administrator shall apply for an employer identification number
      from
      the Internal Revenue Service on a Form SS-4 or any other acceptable method
      for
      all tax entities.

     

    Section
      11.02 [Reserved].

     

    Section
      11.03 Designation
      of REMIC(s).

     

    The
      Securities Administrator shall make an election to treat the entire segregated
      pool of assets described in the definition of REMIC 1, and subject to this
      Agreement (including the Mortgage Loans) as a REMIC (“REMIC
      1”),
      shall
      make an election to treat the pool of assets comprised of the uncertificated
      REMIC 1 Regular Interests as a REMIC (“REMIC
      2”)
      for
      federal income tax purposes and shall make an election to treat the pool of
      assets comprised of the uncertificated REMIC 2 Regular Interests as a REMIC
      (“REMIC
      3”)
      for
      federal income tax purposes.

     

    The
      REMIC
      1 Regular Interests will be “regular interests” in REMIC 1 and the Class R-1
      Interest of the Class R Certificates will be the sole class of “residual
      interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein)
      under the federal income tax law.

     

    The
      REMIC
      2 Regular Interests will be “regular interests” in REMIC 2, and the Class R-2
      Interest of the Class R Certificates will be the sole class of “residual
      interests” therein for purposes of the REMIC Provisions (as defined herein)
      under federal income tax law.

     

    The
      Uncertificated REMIC 3 Regular Interests, the ownership of which is evidenced
      by
      the Exchangeable and Exchanged Certificates, as the case may be, the Class
      I-A-I, Class I-A-2, Class II-A-4, Class III-A-5, Class B-1, Class B-2, Class
      B-3, Class B-4, Class B-5 and Class B-6 Certificates, will be “regular
      interests” in REMIC 3 and Class R-3 Interest of the Class R Certificates
      will be the sole class of “residual interests” therein for purposes of the REMIC
      Provisions (as defined herein) under federal income tax law.

     

    Section
      11.04 Distributions
      on Uncertificated REMIC 1 Regular Interests, REMIC 2 Regular Interests, and
      REMIC 3 Regular Interests.
      xvi)
      On each
      Distribution Date, the Securities Administrator, on behalf of REMIC 1, shall
      be
      deemed to distribute to REMIC 2 in respect of the REMIC 1 Regular Interests,
      the
      following amounts reduced by distributions made to the Class R-1 Interest of
      the
      Class R Certificates pursuant to Section 4.02(b):

     

    (i) Uncertificated
      Interest on the REMIC 1 Regular Interests for such Distribution Date, plus
      any
      Uncertificated Interest thereon remaining unpaid from any previous Distribution
      Date;

     

    
      
        
        

      

      
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    (ii) Distributions
      of principal from the Uncertificated REMIC 1 Regular Interest R-2 until the
      Uncertificated Principal Balance of the Uncertificated REMIC 1 Regular Interest
      R-2 has been reduced to zero; and

     

    (iii) Distributions
      of principal shall be deemed to be made to the REMIC 1 Regular Interests, in
      each case from the related Loan Group, first, to each REMIC 1 Regular Interest
      ending with the designation “A,” so that the Uncertificated Balance of each such
      REMIC 1 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 (other
      than the Discount Fraction of the Stated Principal Balance of any such Mortgage
      Loan in such Loan Group) over (y) the Class Certificate Balance of the Senior
      Certificates (other than the Class A-PO Certificates) in such Loan Group (except
      that if any such excess is a larger number than on the preceding Distribution
      Date, the least amount of principal shall be distributed to such REMIC 1 Regular
      Interests such that the REMIC 1 Subordinated Balance Ratio is maintained as
      close as possible to the related Subordinate Percentages for each Loan Group);
      and second, any remaining principal in each Loan Group to the related REMIC
      1
      Regular Interest ending with the designation ZZZ (provided that a portion of
      the
      remaining principal equal to the Class I-A-PO, Class II-A-PO and Class III-A-PO
      Certificate Principal Distribution Amounts attributable to the Discount Mortgage
      Loans in the related Loan Group, if any, will be distributed, from the related
      Loan Group, on REMIC 1 Regular Interest I-PO, REMIC 1 Regular Interest II-PO
      and
      REMIC 1 Regular Interest III-PO, as applicable).

     

    (b) The
      amount described in Section 11.04(a)(iii) shall be deemed distributed by
      REMIC 1 to REMIC 2 in respect of the REMIC 1 Regular Interests held by the
      Securities Administrator on behalf of REMIC 2 (other than the Class R-1 Interest
      of the Class R Certificates), until the Uncertificated Principal Balance of
      each
      such interest is reduced to zero.

     

    (c) On
      each
      Distribution Date, the Securities Administrator, on behalf of REMIC 2, shall
      be
      deemed to distribute to REMIC 3 in respect of the REMIC 2 Regular Interests,
      the
      following amounts in the following order of priority to the extent of the
      amounts deemed distributed to REMIC 2 pursuant to Section 11.04(a) hereof on
      such Distribution Date reduced by distributions made to the Class R-2 Interest
      of the Class R Certificates pursuant to Section 4.02(b):

     

    (i) Uncertificated
      Interest on the REMIC 2 Regular Interests for such Distribution Date plus any
      Uncertificated Interest thereon remaining unpaid from any previous Distribution
      Date; 

     

    (ii) Distributions
      of principal from REMIC 1 Regular Interest R-3 until the Uncertificated
      Principal Balance of REMIC 2 Regular Interest R-3 has been reduced to zero;
      and

     

    (iii) In
      accordance with the priority set forth in Section 11.04(d), an amount equal
      to the sum of the amounts in respect of principal distributable on each Related
      Class of Certificates under Section 4.02, as allocated thereto
      pursuant to Section 4.02(a)-(j).

     

    
      
        
        

      

      
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    (d) The
      amount described in Section 11.04(c)(iii) shall be deemed distributed by
      REMIC 2 to REMIC 3 in respect of the REMIC 2 Regular Interests held by the
      Securities Administrator, on behalf of REMIC 3, in accordance with the
      respective priority assigned to each Related Class of Certificates or
      Related Classes of Certificates (other than the Class R-1 Interest and Class
      R-2
      Interest of the Class R Certificates), under Section 4.02(a)-(j), until the
      Uncertificated Balance of each such interest is reduced to zero.

     

    (e) The
      Uncertificated Interest amounts described in Section 11.04(a)(i) shall be
      deemed distributed by REMIC 1 ratably in respect of each REMIC 1 Regular
      Interest in accordance with its entitlement to interest and the applicable
      REMIC
      1 Remittance Rate.

     

    (f) The
      Uncertificated Interest amounts described in Section 11.04(c)(i) shall be
      deemed distributed by REMIC 2 to REMIC 3 ratably in respect of each REMIC 2
      Regular Interest in accordance with its entitlement to interest and the
      applicable REMIC 2 Remittance Rate.

     

    (g) (i)
      In
      determining from time to time the amounts distributable on the REMIC 1 Regular
      Interests, Realized Losses from each Loan Group shall be applied after all
      distributions have been made on each Distribution Date, first, to the related
      REMIC 1 Regular Interest ending with the designation “A,” so that the
      Uncertificated Balance of each such REMIC 1 Regular Interest is equal to 0.01%
      of the excess of (x) the aggregate Scheduled Principal Balance of the Mortgage
      Loans in the related Loan Group (other than the Discount Fraction of the Stated
      Principal Balance of any such Mortgage Loan) over (y) the Class Certificate
      Balance of the Senior Certificates in the related Loan Group (other than the
      Class PO Certificates) (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 1 Regular Interests such that the REMIC 1 Subordinated
      Balance Ratio is maintained as close as possible to the related Subordinate
      Percentages for each Loan Group); and second, any remaining Realized Losses
      from
      each Loan Group shall be allocated to the related REMIC 1 Regular Interests
      ending with the designation ZZZ (except that if a Realized Loss is recognized
      with respect to a Discount Mortgage Loan, the applicable portion of such
      Realized Loss will be allocated to REMIC 1 Regular Interest A-PO). In
      determining from time to time the amounts distributable on the REMIC 2 Regular
      Interests, Realized Losses allocated to the REMIC 3 Regular Interests shall
      be
      deemed allocated to the REMIC 2 Regular Interests in accordance with the
      priority assigned to each Related Class of Certificates (other than in the
      case
      of the uncertificated REMIC 2 Regular Interest R-2) under Section
      4.04.

     

    (ii)
      Realized Losses allocated to the REMIC 1 Regular Interest pursuant to Section
      11.04(g)(i) above, shall be allocated to the REMIC 2 Regular Interests in
      accordance with the respective priority assigned to each Related Class or
      Classes of Certificates under Section 4.04. 

     

    (h) On
      each
      Distribution Date, the Securities Administrator, on behalf of REMIC 3, shall
      be
      deemed to distribute the amounts deemed received by REMIC 3 in respect of the
      REMIC 2 Regular Interests held by the Securities Administrator, on behalf of
      REMIC 3, pursuant to Section 11.04(c) on such Distribution Date, to (i) the
      Holders of each Class of Certificates (other than the Residual Certificates,
      the
      Exchangeable Certificates and the Exchanged Certificates) in the priority set
      forth in Sections 4.02(a) - (j) the amounts distributable thereon on such
      Distribution Date and (ii) the Grantor Trust Trustee, as Holder of the Grantor
      Trust Uncertificated REMIC 3 Regular Interest, the following:

     

    
      
        
        

      

      
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    a.
       Uncertificated
      Accrued Interest on the Grantor Trust Uncertificate REMIC 3 Regular Interest
      for
      such Distribution Date, plus any Uncertificated Accrued Interest thereon
      remaining unpaid from any previous Distribution Date; and

     

    b.
       In
      accordance with the priority set forth in Section 11.04(d), an amount equal
      to
      the sum of the amounts in respect of principal distributable on each Class
      of
      Exchangeable Certificates and Exchanged Certificates under Section 4.02(a),
      as
      allocated thereto pursuant to Section 4.02(b).

     

    (i) Realized
      Losses shall be allocated to the Uncertificated REMIC 3 Regular Interest in
      accordance with the respective priority assigned to each Related Class or
      Classes of Certificates under Section 4.04.

     

    (j) Notwithstanding
      the deemed distributions on the uncertificated REMIC 1 Regular Interests, the
      uncertificated REMIC 2 Regular Interests and the REMIC 3 Regular Interests
      described in this Section 11.04, distributions of funds from the
      Certificate Account shall be made only in accordance with
      Section 4.02.

     

    Section
      11.05 Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Securities Administrator, shall
      comply with all federal withholding requirements respecting payments to
      Certificateholders, including interest or original issue discount payments
      or
      advances thereof that the Securities Administrator reasonably believes are
      applicable under the Code. The consent of Certificateholders shall not be
      required for such withholding. In the event the Securities Administrator does
      withhold any amount from interest or original issue discount payments or
      advances thereof to any Certificateholder pursuant to federal withholding
      requirements, the Securities Administrator shall indicate the amount withheld
      to
      such Certificateholder pursuant to the terms of such requirements.

     

    ARTICLE
      XII

     

    TERMINATION

     

    Section
      12.01 Termination
      upon Liquidation or Purchase of the Mortgage Loans.
      Subject
      to Section 12.03, the obligations and responsibilities of the Depositor,
      the Master Servicer, the Securities Administrator and the Trustee created hereby
      with respect to the Trust Fund shall terminate upon the earlier of (a) the
      exercise of an Option to Purchase, on or after the Optional Termination Date,
      in
      the aggregate of all Mortgage Loans (and REO Properties) at the price (the
      “Termination
      Price”)
      equal
      to the sum of (i) 100.00% of the unpaid principal balance of each Mortgage
      Loan (other than in respect of REO Property) plus accrued and unpaid interest
      thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the
      appraised value of any REO Property as determined by the higher of two
      appraisals completed by two independent appraisers selected by the Master
      Servicer at the expense of that Trust Fund and (y) the unpaid principal
      balance of each Mortgage Loan related to any REO Property, in each case plus
      accrued and unpaid interest thereon at the applicable Mortgage Rate,
      (iii) all unreimbursed P&I Advances, Servicing Advances and
      indemnification payments payable to the applicable Servicer and (iv) any
      unreimbursed indemnification payments payable to the Trustee, the Securities
      Administrator, the Master Servicer or the Depositor under this Agreement and
      (b) the later of (i) the maturity or other liquidation (or any Advance
      with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
      and
      the disposition of all REO Property and (ii) the distribution to
      Certificateholders of all amounts required to be distributed to them pursuant
      to
      this Agreement. In no event shall the trusts created hereby continue beyond
      the
      expiration of 21 years from the death of the survivor of the descendants of
      Joseph P. Kennedy, the late Ambassador of the United States to the Court of
      St. James’s, living on the date hereof.

     

    
      
        
        

      

      
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    Section
      12.02 Final
      Distribution on the Certificates.
      If on
      any Remittance Date, the Master Servicer determines that there are no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in any Collection Account, the Master Servicer shall direct
      the
      Securities Administrator promptly to send a Notice of Final Distribution to
      each
      Certificateholder. If the Master Servicer (upon instruction from the Depositor
      or voluntarily) elects to exercise their option to purchase the Mortgage Loans
      pursuant to clause (a) of Section 12.01, at least 20 days
      prior to the date the Notice of Final Distribution is to be mailed to the
      affected Certificateholders, the Master Servicer shall notify the Depositor,
      and
      the Securities Administrator of (a) the date on which the Master Servicer
      intends to exercise such purchase option and (b) the Termination
      Price.

     

    A
      Notice
      of Final Distribution, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to Certificateholders mailed not earlier than the 10th
      day and not later than the 15th day of the month of such final distribution.
      Any
      such Notice of Final Distribution shall specify (a) the Distribution Date
      upon which final distribution on the Certificates will be made upon presentation
      and surrender of 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 the
      Certificates at the office therein specified. The Securities Administrator
      will
      give such Notice of Final Distribution to each Rating Agency at the time such
      Notice of Final Distribution is given to Certificateholders.

     

    Upon
      the
      final deposit with respect to the Trust Fund and the receipt by the Custodian
      of
      a Request for Release therefor, the Custodian shall promptly release to each
      Servicer the applicable Custodial Files for the Mortgage Loans serviced by
      such
      Servicer.

     

    Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to the Certificateholders of each
      Class (after reimbursement of all amounts due to the Servicers under the
      Servicing Agreements, the Master Servicer, the Securities Administrator, the
      Depositor and the Trustee), in each case on the final Distribution Date and
      in
      the order set forth in Section 4.02, in proportion to their respective
      Percentage Interests, with respect to Certificateholders of the same Class,
      up
      to an amount equal to (i) as to each Class of Regular Certificates,
      the Certificate Balance thereof plus for each such Class  accrued interest
      thereon in the case of an interest-bearing Certificate and all other amounts
      to
      which such Classes are entitled pursuant to Section 4.02 and (ii) as
      to the Residual Certificates, the amount, if any, which remains on deposit
      in
      the Distribution Account (other than the amounts retained to meet claims) after
      application pursuant to clause (i) above.

     

    
      
        
        

      

      
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    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the Notice of Final
      Distribution, the Securities Administrator shall give a second written notice
      to
      the remaining Certificateholders to surrender their Certificates for
      cancellation and receive the final distribution with respect thereto. If within
      six months after such 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 Certificateholders concerning surrender of their Certificates,
      and
      the cost thereof shall be paid out of the funds and other assets which remain
      a
      part of the Trust Fund. If within one year after the second notice all
      Certificates shall not have been surrendered for cancellation, the Class R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      of
      the Trust Fund which remain subject hereto.

     

    Section
      12.03 Additional
      Termination Requirements.
      In the
      event an Option to Purchase is exercised with respect to the Mortgage Loans
      as
      provided in Section 12.01, the Trust Fund shall be terminated in accordance
      with the following additional requirements, unless the Trustee has been supplied
      with an Opinion of Counsel, at the expense of the party upon whose instruction
      causes the exercise of an Option to Purchase, to the effect that the failure
      to
      comply with the requirements of this Section 12.03 will not (i) result
      in the imposition of taxes on “prohibited transactions” on any REMIC formed
      hereby as defined in Section 860F of the Code or (ii) cause any REMIC
      formed hereby to fail to qualify as a REMIC at any time that any Certificates
      are outstanding:

     

    (a) The
      Securities Administrator on behalf of the Trustee shall sell all of the assets
      of the Trust Fund to the party exercising the Option to Purchase, and, within
      90 days of such sale, shall distribute to the Certificateholders the
      proceeds of such sale in complete liquidation of each REMIC formed hereby;
      and

     

    (b) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC formed hereby stating that pursuant to Treasury
      Regulations Section 1.860F-1, the first day of the 90-day liquidation
      period for each such REMIC was the date on which the Securities Administrator
      on
      behalf of the Trustee sold the assets of the Trust Fund to the Master
      Servicer.

     

    ARTICLE
      XIII

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      13.01 Amendment.
      xvii)
      This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, without the consent
      of
      any of the Certificateholders (i) to cure any ambiguity or mistake,
      (ii) to correct any defective provision herein or to supplement any
      provision herein which may be inconsistent with any other provision herein,
      (iii) to add to the duties of the Depositor, the Master Servicer, the
      Servicers, the Securities Administrator or the Trustee, (iv) to add any
      other provisions with respect to matters or questions arising hereunder,
      (v) to modify, alter, amend, add to or rescind any of the terms or
      provisions contained in this Agreement, (vi) to comply with the requirements
      of
      the Internal Revenue Code or (vii) to conform this Agreement to the Offering
      Documents provided to investors in connection with the offering of the
      Certificates; provided,
      that
      any action pursuant to clause (iv) or (v) above shall not, as
      evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an
      expense of the Trustee, the Master Servicer, the Securities Administrator or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder; provided,
      further,
      that
      any such action pursuant to clause (iv) or (v) above shall not be
      deemed to adversely affect in any material respect the interests of the
      Certificateholders if the Person requesting the amendment obtains a letter
      from
      each Rating Agency stating that the amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      Certificates; it being understood and agreed that any such letter in and of
      itself will not represent a determination as to the materiality of any such
      amendment and will represent a determination only as to the credit issues
      affecting any such rating. The Trustee, the Depositor, the Master Servicer
      and
      the Securities Administrator also may at any time and from time to time amend
      this Agreement, but without the consent of the Certificateholders to modify,
      eliminate or add to any of its provisions to such extent as shall be necessary
      or helpful to (i) maintain the qualification of each REMIC created
      hereunder under the Code, (ii) avoid or minimize the risk of the imposition
      of any tax on any REMIC created hereunder pursuant to the Code that would be
      a
      claim at any time prior to the final redemption of the Certificates or
      (iii) comply with any other requirements of the Code; provided,
      that
      the Trustee and the Master Servicer have 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 helpful to, as applicable, (i) maintain
      such qualification, (ii) avoid or minimize the risk of the imposition of
      such a tax or (iii) comply with any such requirements of the
      Code.

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

       

    

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator and the Trustee, but with the consent
      of
      the Holders of Certificates evidencing Percentage Interests aggregating not
      less
      than 662/3%
      of each
      Class of Certificates affected thereby 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; provided,
      however,
      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) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      in a manner other than as described in clause (i), without the consent of
      the Holders of Certificates of such Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 662/3%
      or
      (iii) reduce the aforesaid percentages of Certificates the Holders of which
      are required to consent to any such amendment, without the consent of the
      Holders of all such Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee and the Master Servicer
      shall not consent to any amendment to this Agreement unless (i) it shall
      have first received an Opinion of Counsel, which opinion shall not be an expense
      of the Trustee, the Master Servicer or the Trust Fund, to the effect that such
      amendment will not cause the imposition of any tax on any REMIC created
      hereunder or the Certificateholders or cause any such REMIC to fail to qualify
      as a REMIC or the grantor trust to fail to qualify as a grantor trust at any
      time that any Certificates are outstanding and (ii) the party seeking such
      amendment shall have provided written notice to the Rating Agencies (with a
      copy
      of such notice to the Trustee and the Master Servicer) of such amendment,
      stating the provisions of the Agreement to be amended.

     

    Notwithstanding
      the foregoing provisions of this Section 13.01, with respect to any amendment
      that significantly modifies the permitted activities of the Trustee, any
      Certificate beneficially owned by the Depositor shall be deemed not to be
      outstanding (and shall not be considered when determining the percentage of
      Certificateholders consenting or when calculating the total number of
      Certificates entitled to consent) for purposes of determining if the requisite
      consents of Certificateholders under this Section 13.01 have been
      obtained.

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

       

    

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 13.01
      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.

     

    Nothing
      in this Agreement shall require the Trustee, the Master Servicer or the
      Securities Administrator to enter into an amendment without receiving an Opinion
      of Counsel (which opinion shall not be an expense of the Trustee, the Master
      Servicer, the Securities Administrator or the Trust Fund), satisfactory to
      the
      Trustee, the Master Servicer and the Securities Administrator, as applicable,
      that (i) such amendment is permitted and is not prohibited by this
      Agreement and that all requirements for amending this Agreement have been
      complied with and (ii) either (A) the amendment does not adversely
      affect in any material respect the interests of any Certificateholder or
      (B) the conclusion set forth in the immediately preceding
      clause (A) is not required to be reached pursuant to this Section
      13.01.

     

    (b) No
      party
      hereto shall agree to amend any Servicing Agreement unless the party requesting
      such amendment, at such party’s expense, has delivered to the Trustee, the
      Securities Administrator and the Master Servicer an Opinion of Counsel that
      such
      amendment (i) is permitted under the terms of the applicable Servicing Agreement
      and (ii) will not materially adversely affect the interest of the
      Certificateholders in the Mortgage Loans.

     

    Section
      13.02 Recordation
      of Agreement; Counterparts.
      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 or all of the Mortgaged Properties are situated, and in any other
      appropriate public recording office or elsewhere, such recordation to be
      effected by the Securities Administrator at the direction and expense of the
      Depositor, but only upon receipt of an Opinion of Counsel to the effect that
      such recordation materially and beneficially affects the interests of the
      Certificateholders.

     

    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

       

    

    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
      13.03 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.

     

    Section
      13.04 Intention
      of Parties.
      xviii)
      It is
      intended that the conveyance of the Depositor’s right, title and interest in and
      to property constituting the Trust Fund pursuant to this Agreement shall
      constitute, and shall be construed as, a sale of such property and not a grant
      of a security interest to secure a loan. However, if such conveyance is deemed
      to be in respect of a loan, it is intended that: (1) the rights and obligations
      of the parties shall be established pursuant to the terms of this Agreement;
      (2)
      the Depositor hereby grants to the Trustee for the benefit of the Holders of
      the
      Certificates a first priority security interest to secure repayment of an
      obligation in an amount equal to the aggregate Class Certificate Balances of
      the
      Certificates in all of the Depositor’s right, title and interest in, to and
      under, whether now owned or hereafter acquired in all proceeds of any and all
      property constituting the Trust Fund to secure payment of the Certificates;
      and
      (3) this Agreement shall constitute a security agreement under applicable law.
      If such conveyance is deemed to be in respect of a loan and the trust created
      by
      this Agreement terminates prior to the satisfaction of the claims of any Person
      holding any Certificate, the security interest created hereby shall continue
      in
      full force and effect and the Trustee shall be deemed to be the collateral
      agent
      for the benefit of such Person, and all proceeds shall be distributed by the
      Securities Administrator as herein provided.

     

    (b) The
      Depositor shall, to the extent consistent with this Agreement, take such
      reasonable actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans and the other
      property described above, such security interest would be deemed to be a
      perfected security interest of first priority under applicable law and shall
      be
      maintained as such throughout the term of this Agreement. The Depositor shall,
      at its own expense, make all initial filings on or about the Closing Date and
      shall forward a copy of such filing or filings to the Trustee. Without limiting
      the generality of the foregoing, the Depositor shall prepare and forward for
      filing, or shall cause to be forwarded for filing, at the expense of the
      Depositor, all filings necessary to maintain the effectiveness of any original
      filings necessary under the relevant UCC to perfect the Trustee’s security
      interest in or lien on the Mortgage Loans, including without limitation (x)
      continuation statements, and (y) such other statements as may be occasioned
      by
      (1) any change of name of the Sponsor, the Depositor or the Trustee, (2) any
      change of location of the jurisdiction of organization of the Sponsor or the
      Depositor, (3) any transfer of any interest of the Sponsor or the Depositor
      in
      any Mortgage Loan or (4) any change under the relevant UCC or other applicable
      laws. Neither the Sponsor nor the Depositor shall organize under the law of
      any
      jurisdiction other than the State under which each is organized as of the
      Closing Date (whether changing its jurisdiction of organization or organizing
      under an additional jurisdiction) without giving 30 days prior written notice
      of
      such action to its immediate and intermediate transferee, including the Trustee.
      Before effecting such change, the Sponsor or the Depositor proposing to change
      its jurisdiction of organization shall prepare and file in the appropriate
      filing office any financing statements or other statements necessary to continue
      the perfection of the interests of its immediate and intermediate transferees,
      including the Trustee, in the Mortgage Loans. In connection with the
      transactions contemplated by this Agreement, each of the Sponsor and the
      Depositor authorizes its immediate or intermediate transferee to file in any
      filing office any initial financing statements, any amendments to financing
      statements, any continuation statements, or any other statements or filings
      described in this paragraph (b).

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

       

    

    Section
      13.05 Notices.
      xix)
      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 a
      Responsible Officer of the Securities Administrator has actual
      knowledge:

     

    1. Any
      amendment to this Agreement;

     

    2. The
      occurrence of any Event of Default that has not been cured;

     

    3. The
      resignation or termination of a Servicer, the Master Servicer, the Securities
      Administrator or the Trustee and the appointment of any successor;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to Section 2.03 or
      pursuant to a Transfer Agreement; and

     

    5. The
      final
      payment to Certificateholders.

     

    (b) In
      addition, the Securities Administrator shall promptly make available on its
      internet website to each Rating Agency copies of the following:

     

    1. Each
      report to Certificateholders described in Section 4.03; and

     

    2. Any
      notice of a purchase of a Mortgage Loan pursuant to
      Section 2.03.

     

    (c) All
      directions, demands, consents and notices hereunder shall be in writing and
      shall be deemed to have been duly given when delivered to:

     

    (i) in
      the
      case of the Depositor,
      HSI
      Asset Securitization Corporation, 452 Fifth Avenue, 10th
      Floor,
      New York, New York 10018, Attention: Head MBS Principal Finance, or such other
      address as may be hereafter furnished to the other parties by the Depositor
      in
      writing; 

     

    
      
        
        

      

      
        139

        
          

        

      

      
        
        

      

       

    

    (ii) in
      the
      case of the Master Servicer,
      Wells
      Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attn:
      Client Manager - HALO 2007-2, or such other address as may be hereafter
      furnished to the to the other parties by Wells Fargo Bank, N.A. in
      writing;

     

    (iii) in
      the
      case of the Securities Administrator,
      Wells
      Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attn:
      Client Manager - HALO 2007-2, or such other address as may be hereafter
      furnished to the other parties by Wells Fargo Bank, N.A. in writing;


     

    (iv) in
      the
      case of the Trustee,
      the
      Corporate Trust Office (Attention: Corporate Trust Services - HB07A2), or such
      other address as may be hereafter furnished to the to the other parties by
      the
      Trustee in writing; and

     

    (v) in
      the
      case of each of the Rating Agencies,
      the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency.

     

    Section
      13.06 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
      13.07 [Reserved.]

     

    Section
      13.08 Limitation
      on Rights of Certificateholders.
      The
      death or incapacity of any Certificateholder shall not operate to terminate
      this
      Agreement or the trust created hereby, 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
      created hereby, 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 an Event
      of Default and of the continuance thereof, as herein provided, and unless the
      Holders of Certificates evidencing not less than 25.00% 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 reasonable indemnity as
      it
      may require against the costs, expenses, and liabilities to be incurred therein
      or thereby, and the Trustee, for 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 13.08, each and every Certificateholder and
      the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

       

    

    Section
      13.09 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
      Securities Administrator pursuant to this Agreement, are and shall be deemed
      fully paid.

     

    Section
      13.10 Rule of
      Construction.
      Article
      and section headings are for the convenience of the reader and shall not be
      considered in interpreting this Agreement or the intent of the parties
      hereto.

     

    Section
      13.11 Waiver
      of Jury Trial.
      EACH
      PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT
      PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
      DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
      DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     

    
      
        
        

      

      
        141

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, each of the parties below have caused their names to be signed
      hereto by their respective officers thereunto duly authorized as of the day
      and
      year first above written.

     

    HSI
      ASSET SECURITIZATION 

    CORPORATION,
      as
      Depositor

     

    By:
      /s/
      Andrea
      Lenox                                           
  

    Name:
      Andrea Lenox

    Title:
      Vice President

     

    DEUTSCHE
      BANK NATIONAL TRUST 

    COMPANY,
      solely
      as Trustee and not in its 

    individual
      capacity

     

    By:
      /s/
      Hang
      Luu                                                    


    Name:
      Hang Luu

    Title:
      Authorized Signer

     

    By:
      /s/
      Manuel
      Rivas                                             


    Name:
      Manuel Rivas

    Title:
      Authorized Signer

     

    WELLS
      FARGO BANK, N.A.,
      as
      Master Servicer

     

    By:
      /s/
      Martin
      Reed                                                

    Name:
      Martin Reed

    Title:
      Vice President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO BANK, N.A.,
      as
      Securities Administrator

     

    By:
      /s/
      Martin
      Reed                                                


    Name:
      Martin Reed

    Title:
      Vice President 

     

    WELLS
      FARGO BANK, N.A.,
      as
      Custodian

     

    By:
      /s/
      Patrick
      Gorrien                                            


    Name:
      Patrick Gorrien

    Title:
      Vice President

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGED
      BY HSBC BANK USA, 

    NATIONAL
      ASSOCIATION,
      as
      Sponsor, 

    solely
      for the purposes of Section 2.03(k).

     

    By:
      /s/
      Mehul
      Shah                                                


    Name:
      Mehul Shah

    Title:
      Officer #15567

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I

     

    Mortgage
      Loan Schedule

     

    


     

    To
      be
      retained in a separate closing binder entitled “HALO 2007-2 Mortgage Loan
      Schedules” at the Chicago, Illinois offices of Mayer Brown LLP.

     

    


    
      
        
        

      

      
        SCHEDULE
          I

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

     

    EXCHANGEABLE
      COMBINATION GROUPS
      (1)

     

    
      	
              Exchangeable
                Classes

            	 	
              Exchanged
                Classes

            
	
              Class

            	
              Initial
                Class 

              Certificate
                Balance

               or
                Notional Amount,

               as
                applicable ($)

            	
              Pass-Through
                

              Rate
                (%)

            	 	
              Class

            	
              Initial
                Class 

              Certificate
                Balance 

              or
                Notional Amount, 

              as
                applicable ($)

            	
              Pass-

              Through
                

              Rate
                (%)

            


    

    
      	
              Combination
                Group I

              100%
                of the current Class Certificate Balance of the Class III-A-1
                Certificates

            	
              26,100,000

            	
              6.00000

            	 	
              100%
                of the current Class Certificate Balance of the Class III-A-6
                Certificates

            	
              253,000,000

            	
              6.00000

            
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-2
                Certificates

            	
              92,633,000

            	
              6.00000

            	 	 	 	 
	 	
               

            	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-3
                Certificates

            	
              92,547,000

            	
              6.00000

            	 	 	 	 
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-4
                Certificates

            	
              41,720,000

            	
              6.00000

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group II

              100%
                of the current Class Certificate Balance of the Class III-A-2
                Certificates

            	
              92,633,000

            	
              6.00000

            	 	
              100%
                of the current Class Certificate Balance of the Class III-A-7
                Certificates

            	
              185,180,000

            	
              6.00000

            
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-3
                Certificates

            	
              92,547,000

            	
              6.00000

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group III

              100%
                of the current Class Certificate Balance of the Class III-A-1
                Certificates

            	
              26,100,000

            	
              6.00000

            	 	
              100%
                of the current Class Certificate Balance of the Class III-A-8
                Certificates

            	
              216,857,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-2
                Certificates

            	
              92,633,000

            	
              6.00000

            	 	
              100%
                of the current Class Certificate Balance of the Class III-A-9
                Certificates

            	
              36,143,000

            	
              Floating

            


    

     

    
      
        
        

      

      
        SCHEDULE
          II-I

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Exchangeable
                  Classes

              	 	
                Exchanged
                  Classes

              
	
                Class

              	
                Initial
                  Class 

                Certificate
                  Balance

                 or
                  Notional Amount,

                 as
                  applicable ($)

              	
                Pass-Through
                  

                Rate
                  (%)

              	 	
                Class

              	
                Initial
                  Class 

                Certificate
                  Balance 

                or
                  Notional Amount, 

                as
                  applicable ($)

              	
                Pass-

                Through
                  

                Rate
                  (%)

              


      

    

    
      	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-3
                Certificates

            	
              92,547,000

            	
              6.00000

            	 	 	 	 
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class III-A-4
                Certificates

            	
              41,720,000

            	
              6.00000

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group IV

              100%
                of the current Class Certificate Balance of the Class II-A-1
                Certificates

            	
              66,000,000

            	
              Floating

            	 	
              100%
                of the current Class Certificate Balance of the Class II-A-5
                Certificates

            	
              66,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class II-A-2
                Certificates

            	
               

               

               

              66,000,000

            	
              Floating

            	 	
              100%
                of the current Notional Amount of the Class II-A-6
                Certificates

            	
              66,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              Combination
                Group V

              100%
                of the current Class Certificate Balance of the Class II-A-1
                Certificates

            	
              66,000,000

            	
              Floating

            	 	
              100%
                of the current Class Certificate Balance of the Class II-A-7
                Certificates

            	
              66,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class II-A-2
                Certificates

            	
              66,000,000

            	
              Floating

            	 	
              100%
                of the current Notional Amount of the Class II-A-8
                Certificates

            	
              66,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              Combination
                Group VI

              100%
                of the current Notional Amount of the Class II-A-2
                Certificates

            	
              66,000,000

            	
              Floating

            	 	
              100%
                of the current Class Certificate Balance of the Class II-A-9
                Certificates

            	
              11,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class II-A-3
                Certificates

            	
              11,000,000

            	
              (2)

            	 	 	
               

            	 


    

     

    
      
        
        

      

      
        SCHEDULE
          II-II

        
          

        

      

      
        
        

      

    

    
       

      
         

        
          	
                  Exchangeable
                    Classes

                	 	
                  Exchanged
                    Classes

                
	
                  Class

                	
                  Initial
                    Class 

                  Certificate
                    Balance

                   or
                    Notional Amount,

                   as
                    applicable ($)

                	
                  Pass-Through
                    

                  Rate
                    (%)

                	 	
                  Class

                	
                  Initial
                    Class 

                  Certificate
                    Balance 

                  or
                    Notional Amount, 

                  as
                    applicable ($)

                	
                  Pass-

                  Through
                    

                  Rate
                    (%)

                


        

      

    

    
      	 	 	 	 	 	 	 
	
              Combination
                Group VII

              100%
                of the current Class Certificate Balance of the Class II-A-3
                Certificates

            	
              11,000,000

            	
              (2)

            	 	
              100%
                of the current Class Certificate Balance of the Class II-A-10
                Certificates

            	
              11,000,000

            	
              Floating

            
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class II-A-6
                Certificates

            	
              66,000,000

            	
              Floating

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group VIII

              100%
                of the current Class Certificate Balance of the Class II-A-3
                Certificates

            	
              11,000,000

            	
              (2)

            	 	
               

              100%
                of the current Class Certificate Balance of the Class II-A-11
                Certificates

            	
              11,000,000

            	
              Floating

            
	 	 	 	 	
               

            	 	 
	
              100%
                of the current Notional Amount of the Class II-A-8
                Certificates

            	
              66,000,000

            	
              Floating

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group IX

              100%
                of the current Class Certificate Balance of the Class II-A-1
                Certificates

            	
              66,000,000

            	
              Floating

            	 	
              100%
                of the current Class Certificate Balance of the Class II-A-12
                Certificates

            	
              77,000,000

            	
              6.00000%

            
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class II-A-2
                Certificates

            	
              66,000,000

            	
              Floating

            	 	 	 	 
	 	 	 	 	 	 	 
	
              100%
                of the current Class Certificate Balance of the Class II-A-3
                Certificates

            	
              11,000,000

            	
              (2)

            	 	 	 	 
	 	 	 	 	 	 	 
	
              Combination
                Group X

              100%
                of the current Notional Amount of the Class I-A-X
                Certificates

            	
              91,327,024

            	
              Variable

            	 	
              100%
                of the current Notional Amount of the Class A-X
                Certificates

            	
              354,903,016

            	
              Variable

            
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class II-A-X
                Certificates

            	
              38,888,223

            	
              Variable

            	 	 	 	 
	 	 	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class III-A-X
                Certificates

            	
              224,687,769

            	
              Variable

            	 	 	 	 


    

     

    
      
        
        

      

      
        SCHEDULE
          II-III

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Exchangeable
                  Classes

              	 	
                Exchanged
                  Classes

              
	
                Class

              	
                Initial
                  Class 

                Certificate
                  Balance

                 or
                  Notional Amount,

                 as
                  applicable ($)

              	
                Pass-Through
                  

                Rate
                  (%)

              	 	
                Class

              	
                Initial
                  Class 

                Certificate
                  Balance 

                or
                  Notional Amount, 

                as
                  applicable ($)

              	
                Pass-

                Through
                  

                Rate
                  (%)

              


      

    

    
      	 	 	 	 	 	 	 
	
              Combination
                Group XI

              100%
                of the current Class Certificate Balance of the Class I-A-PO
                Certificates

            	
              385,728

            	
              (2)

            	 	
              100%
                of the current Class Certificate Balance of the Class A-PO
                Certificates

            	
              3,373,603

            	
              (2)

            
	 	 	 	 	 	 	 
	
               

              100%
                of the current Class Certificate Balance of the Class II-A-PO
                Certificates

            	
               

              1,378,785

            	
               

              (2)

            	 	 	 	 
	 	
               

            	 	 	 	 	 
	
              100%
                of the current Notional Amount of the Class III-A-PO
                Certificates

            	
              1,609,090

            	
              (2)

            	 	 	 	 
	 	 	 	 	 	 	 


    

    


    
      	1	
              Exchangeable
                Certificates and Exchanged Certificates may be exchanged only in
                the
                proportions shown in this Schedule A.


            


    

     

    
      	2	
              The
                Class I-A-PO, Class II-A-PO, Class II-A-3, Class III-A-PO and Class
                A-PO
                Certificates are principal-only certificates and are not entitled
                to
                payment of interest. 

            


    

     

    
      
        
        

      

      
        SCHEDULE
          II-IV

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    FORM
      OF CLASS [ ]-A-[ ] AND CLASS B-1, CLASS B-2, CLASS B-3 

     

    CLASS
      [ ]-IO AND CLASS [ ]-PO CERTIFICATES

     

    [THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [AND
      THE CLASS B-1] [AND CLASS B-2 CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS
      DEFINED HEREIN). Include
      for the Class B-Certificates, as necessary]]

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    [THIS
      CERTIFICATE IS AN [EXCHANGEABLE] [AND] [EXCHANGED] CERTIFICATE AS DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT AND MAY BE EXCHANGED FOR THE [EXCHANGED]
      CERTIFICATE OR CERTIFICATES IN THE RELATED COMBINATION GROUP.]

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST
      IN
      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, AS AMENDED (THE “CODE”),
      AND
      CERTAIN OTHER ASSETS.

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

     

    EACH
      BENEFICIAL OWNER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED
      TO
      HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE
      OR
      ANY INTEREST HEREIN, THAT EITHER (I) IT IS NOT AN “EMPLOYEE BENEFIT PLAN” AS
      DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1975,
      AS AMENDED (“ERISA”), WHICH IS SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED
      IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
      AN
      ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO BE “PLAN ASSETS”
      BY
      REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY,
OR
      A GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE
      OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
      PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE,
      (II) IT
      HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON PROHIBITED
      TRANSACTION EXEMPTION (“PTE”) 96-84, 61 FED. REG. 58234 (1996), AS AMENDED BY
      PTE 97-34, 62 FED. REG. 39021 (1997), PTE 200-58, 65-FED. REG. 6765 (2000)
      AND
      PTE 2002-41, 67 FED. REG. 54487 2002, AND THAT IT UNDERSTANDS THAT THERE ARE
      CERTAIN CONDITIONS TO THE AVAILABILITY OF THE PTE, INCLUDING THAT THIS
      CERTIFICATE MUST BE RATED, AT THE TIME OF PURCHASE, NOT LOWER THAN “BBB-” (OR
      ITS EQUIVALENT) BY STANDARD & POOR’S OR FITCH OR (III) (1) IT IS AN
      INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
      CERTIFICATE OR ANY INTEREST THEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT”,
      AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
      EXEMPTION, OR PTCE, 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
      PTCE
      95-60 HAVE BEEN SATISFIED.

     


    
      
        
        

      

      
        Exhibit
          A-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No:

            	 	
              1

            
	 	 	 
	
              Cut-off
                Date:

            	 	
              October
                1, 2007

            
	 	 	 
	
              First
                Distribution Date:

            	 	
              November
                26, 2007

            
	 	 	 
	
              [Initial
                Class Certificate Balance of this Certificate
                (“Denomination”):]

            	 	
              $[ ]

               

              [Exclude
                for the Class [ ]-A-X Certificates, Class [ ]-A- [ ]
                Certificates]

            
	 	 	 
	
               

              [Initial
                Class Certificate Balances of all Certificates of this
                Class:]

            	 	
              [Exclude
                for Class [ ]-A-X Certificates, Class [ ]-A- [ ]
                Certificates]

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              [*
                Initial Notional Amount of this Certificate]

            	 	
              [Include
                for Class [ ]-A-X, Class [ ]-A-[ ] Certificates]

            
	 	 	 
	
              [*
                Initial Notional Amount of all Certificates of this Class]

            	 	
              [Include
                for Class [ ]-A-X, Class [ ]-A-[ ] Certificates]

            
	 	 	 
	
              [Interest
                Rate:]

            	 	
              [Exclude
                for Class [ ] - PO Certificates, Class [ ]-A-[ ]
                Certificates]

            
	 	 	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        Exhibit
          A-3

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	 	 
	
              CUSIP:

            	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              ISIN:

            	 	 
	 	 	 
	 	 	 
	 	 	 


    


    
      
        
        

      

      
        Exhibit
          A-4

        
          

        

      

      
        
        

      

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust, 2007

    Mortgage
      Pass-Through Certificates, Series 2007- [___]

    Class[[
      ]-A-[ ]][B-1] [B-2] [Class B-3] [[ ]-A-X]][[ ] - PO]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    [Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Class Certificate Balance at any time may be less than the
      Class Certificate Balance as set forth herein. Remove
      for the Class IO Certificates and the Inverse Floater
      Certificates]
      This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the denomination of this
      Certificate [Notional Balance] by the aggregate of the denominations of all
      Certificates [Class Notional Balance] of the Class to which this Certificate
      belongs) in certain monthly distributions of [principal] [and] [interest]
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among HSI Asset Securitization Corporation, as
      depositor (the “Depositor”), Wells Fargo Bank, N.A. as master servicer (the
“Master
      Servicer”),
      as
      securities administrator (the “Securities Administrator”) and as custodian (the
“Custodian”), and Deutsche Bank National Trust Company, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned 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 the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *

     


    
      
        
        

      

      
        Exhibit
          A-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity, but solely as

    Securities
      Administrator

    By:                    

     

    Authenticated:

     

     

    By:                    

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely as Securities Administrator


    
      
        
        

      

      
        Exhibit
          A-6

        
          

        

      

      
        
        

      

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Loan Obligation Trust 2007-2 Mortgage Pass-Through Certificates, of the
      Series specified on the face hereof (herein collectively called the
“Certificates”), and representing a beneficial ownership interest in the Trust
      Fund created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account for payment hereunder and that
      neither the Trustee nor the 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 thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution Date”), commencing on the first Distribution Date
      specified on the face hereof, to the Person in whose name this Certificate
      is
      registered at the close of business on the applicable Record Date in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to Holders of Certificates of the
      Class to which this Certificate belongs on such Distribution Date pursuant
      to
      the Agreement. [Include
      for Class [ ] - A-X Certificates and Inverse Floater
      Certificates:
      The
      Notional Amount of the Class [ ] - A-X] [Class I-A-[ ]] Certificates as of
      any
      date of determination is equal to [the aggregate Stated Principal Balance of
      the
      Mortgage Loans corresponding to the applicable Loan Group represented by such
      Class [ ] - A-X Certificates] [the Class Certificate Balance of the Class
      I-A-[  ] Certificates]. The Class [[ ] - A-X] [I-A- [ ]] Certificates
      have no Class Certificate Balance.]

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     


    
      
        
        

      

      
        Exhibit
          A-7

        
          

        

      

      
        
        

      

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. 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
      exchange therefor 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 in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, 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 of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    [This
      Certificate is an [Exchangeable] [and] [Exchanged] Certificate as described
      in
      the Pooling and Servicing Agreement and may be exchanged for the [Exchanged]
      Certificate or Certificates in the related Combination Group specified in the
      Pooling and Servicing Agreement, subject to certain terms and conditions
      specified therein, including the payment to the Trustee of a fee of $[9,000]
      with respect to each exchange. This [Exchangeable] [and] [Exchanged] Certificate
      may be exchanged for the [Exchanged] Certificate or Certificates in the related
      Combination Group only on the days of each month specified in the Pooling and
      Servicing Agreement.]

     

    The
      Trustee, the Depositor, the Master Servicer and the Securities Administrator
      and
      any agent of the Trustee, the Depositor, the Master Servicer or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator nor any such agent shall
      be
      affected by any notice to the contrary.

     


    
      
        
        

      

      
        Exhibit
          A-8

        
          

        

      

      
        
        

      

    


    The
      Master Servicer at its own discretion, shall purchase the Mortgage Loans and
      therefore cause the termination of the Trust on any Optional Termination Date,
      which is any Distribution Date in which the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period is less
      than
      or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 12.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     


    
      
        
        

      

      
        Exhibit
          A-9

        
          

        

      

      
        
        

      

    


    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)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator 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

    


    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 ,                     ,

    the
      assignee named above, or ,                      

    as
      its
      agent.

    



    
      
        
          
          

        

        
          Exhibit
            A-10

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    FORM
      OF CLASS B-[4] [-5] [-6] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
      CLASS B-1, CLASS B-2 CERTIFICATES, [AND] CLASS B-3 CERTIFICATES, [AND CLASS
      B-4
      CERTIFICATES,] [AND CLASS B-5 CERTIFICATES] DESCRIBED IN THE AGREEMENT (AS
      DEFINED HEREIN).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE (OR ANY INTEREST HEREIN) MAY BE MADE TO ANY
      PERSON, UNLESS THE TRANSFEREE PROVIDES THE TRUSTEE, THE DEPOSITOR AND THE MASTER
      SERVICER WITH EITHER (A) A CERTIFICATION PURSUANT TO
      SECTION 5.02(d) OF THE AGREEMENT OR (B) AN OPINION OF COUNSEL
      ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE, THE
      DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE AND HOLDING
      OF
      THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE
      EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS) AND
      WILL NOT SUBJECT THE TRUSTEE, THE COMPANY OR THE MASTER SERVICER TO ANY
      OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS AND LIABILITIES UNDER ERISA
      OR
      SECTION 4975 OF THE CODE) IN ADDITION TO THOSE UNDERTAKEN IN THE
      AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE,
      THE
      DEPOSITOR OR THE MASTER SERVICER.

     

    


    
      
        
          
          

        

        
          Exhibit
            B-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No. [____]

            	
              [____]%
                Pass-Through Rate

            
	 	 
	
              Class
                [B-___] Subordinate

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date:

              October
                1, 2007

            	
              Principal
                Balance of the Class B-___ Certificates as of the Cut-off Date:
                $________

            
	 	 
	
              First
                Distribution Date:

              November
                26, 2007

            	
              Initial
                Class Certificate Balance of this Certificate:

              $[______________]

            
	 	 
	
              Master
                Servicer:

              Wells
                Fargo Bank, N.A.

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              [______________]

            	
              CUSIP

              [______________]

            


    

    


    
      
        
          
          

        

        
          Exhibit
            B-2

          
            

          

        

        
          
          

        

      

    

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust, 2007-2

    Mortgage
      Pass-Through Certificates, Series 2007- [___]

    Class
      B[-__]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Class Certificate Balance at any time may be less than the
      Class Certificate Balance as set forth herein. This Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Trustee or any other party to the Agreement referred to below
      or
      any of their respective affiliates. Neither this Certificate nor the Mortgage
      Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Class
      Certificate Balance of this Certificate by the aggregate Initial Class
      Certificate Balance of all Class B-___ Certificates, both as specified
      above) in certain monthly distributions of principal and interest pursuant
      to a
      Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”) among HSI Asset Securitization Corporation, as depositor (the
“Depositor”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the
“Master Servicer”), as securities administrator (the “Securities Administrator”)
      and as custodian (the “Custodian”), and Deutsche Bank National Trust Company, as
      trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned 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 the
      acceptance hereof assents and by which such Holder is bound.

     

    No
      transfer of this Class B Certificate will be made unless such transfer is exempt
      from the registration requirements of the Securities Act of 1933, as amended,
      and any applicable state securities laws or is made in accordance with said
      Act
      and laws. In the event that such a transfer is to be made, (i) the Trustee
      or the Depositor may require an opinion of counsel acceptable to and in form
      and
      substance satisfactory to the Trustee and the Depositor that such transfer
      is
      exempt (describing the applicable exemption and the basis therefore) from
      or is being made pursuant to the registration requirements of the Securities
      Act
      of 1933, as amended, and of any applicable statute of any state and
      (ii) the transferee shall execute an investment letter in the form
      described by Section 5.02(b) of the Agreement. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting
      on behalf of the Trustee 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.

     

    


    
      
        
          
          

        

        
          Exhibit
            B-3

          
            

          

        

        
          
          

        

      

    

    


    As
      described above, no transfer of this Certificate (or any interest
      herein) shall be made unless the transferee provides the Trustee, the
      Depositor and the Master Servicer with either (a) a certification pursuant
      to Section 5.02(b) of the Agreement stating that either (i) the
      transferee is not an employee benefit or other plan subject to the prohibited
      transaction provisions of ERISA or Section 4975 of the Code (each, a
“Plan”), or any Person (including, without limitation, an investment manager, a
      named fiduciary or a trustee of any Plan) who is using “plan assets,”
within the meaning of the U.S. Department of Labor regulation promulgated at
      29
      C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA, of any Plan
      (each, a “Plan Investor”) to effect such acquisition or (ii) the
      transferee is an insurance company, the source of funds used to purchase or
      hold
      such Certificate (or any interest therein) is an “insurance company general
      account” (as defined in U.S. Department of Labor Prohibited Transaction Class
      Exemption (“PTCE”) 95-60 and the conditions set forth in Sections I and III
      of PTCE 95-60 have been satisfied, or (b) an opinion of counsel acceptable
      to and in form and substance satisfactory to the Trustee, the Depositor and
      the
      Master Servicer to the effect that the purchase and holding of this Certificate
      is permissible under applicable law, will not constitute or result in a
      non-exempt prohibited transaction under Section 406 of ERISA or
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), and will not subject the Trustee, the Depositor or the Master
      Servicer to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Agreement, which opinion of counsel shall not be an expense
      of
      the Trustee, the Depositor or the Master Servicer. 

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *

     

    


    
      
        
          
          

        

        
          Exhibit
            B-4

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity, but solely as

    Securities
      Administrator

    By:                        

     

    Authenticated:

     

     

    By:                    

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely as Securities Administrator

    


    
      
        
          
          

        

        
          Exhibit
            B-5

          
            

          

        

        
          
          

        

      

    

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Loan Obligation Trust 2007-2 Mortgage Pass-Through Certificates, of the
      Series specified on the face hereof (herein collectively called the
“Certificates”), and representing a beneficial ownership interest in the Trust
      Fund created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account for payment hereunder and that
      neither the Trustee nor the 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 thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution Date”), commencing on the first Distribution Date
      specified on the face hereof, to the Person in whose name this Certificate
      is
      registered at the close of business on the applicable Record Date in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to Holders of the Class B- [ ]
      Certificates on such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution. The Initial Class Certificate
      Balance of this Certificate is set forth above. The Class Certificate Balance
      hereof will be reduced to the extent of the distributions allocable to principal
      and any Realized Losses allocable hereto.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. 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
      exchange therefor 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.

     

    


    
      
        
          
          

        

        
          Exhibit
            B-6

          
            

          

        

        
          
          

        

      

    

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, 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 of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor, the Master Servicer and the Securities Administrator
      and
      any agent of the Trustee, the Depositor, the Master Servicer or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator nor any such agent shall
      be
      affected by any notice to the contrary.

     

    The
      Master Servicer at its own discretion, shall purchase the Mortgage Loans and
      therefore cause the termination of the Trust on any Optional Termination Date,
      which is any Distribution Date in which the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period is less
      than
      or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 12.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     

    


    
      
        
          
          

        

        
          Exhibit
            B-7

          
            

          

        

        
          
          

        

      

    

    
      

        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)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust Fund.

         

        I
          (We)
          further direct the Securities Administrator 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

        


        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 ,                     ,

        the
          assignee named above, or ,                      

        as
          its
          agent.

        


          
            
              
              

            

            
              Exhibit
                B-8

              
                

              

            

            
              
              

            

          



      

    

    EXHIBIT
      C

     

    FORM
      OF CLASS R CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFER AFFIDAVIT IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
      OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      (“SIMILAR LAW”) OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A
      PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS
      MADE
      TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW,
      OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS
      OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL
      BE
      VOID AND OF NO EFFECT.

     

    
      	
              Certificate
                No.

            	
              :

            	
              R-[
                ]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              October
                1, 2007

            
	 	 	 
	
              First
                Distribution Date

            	
              :

            	
              November
                26, 2007

            
	 	 	 
	
              Percentage
                Interest of this Certificate

            	
              :

            	
              100.00%

            
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              None

            


    

     

    
      
        
        

      

      
        Exhibit
          C-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              ISN

            	
              :

            	 


    

    


    
      
        
          
          

        

        
          Exhibit
            C-2

          
            

          

        

        
          
          

        

      

    

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates, Series 2007-2

    Class
      R-[__]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Class R-[ ] Certificate has no Certificate Balance and is not entitled
      to
      distributions in respect of principal or interest. This Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Trustee or any other party to the Agreement referred to below
      or
      any of their respective affiliates. Neither this Certificate nor the Mortgage
      Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that HSBC SECURITIES (USA) INC. is the registered owner of the
      Percentage Interest specified above of any monthly distributions due to the
      Class R-[ ] Certificates pursuant to a Pooling and Servicing Agreement
      dated as of the Cut-off Date specified above (the “Agreement”) among HSI Asset
      Securitization Corporation, as depositor (the “Depositor”), Wells Fargo Bank,
      N.A., as master servicer (the “Master
      Servicer”),
      as
      securities administrator (the “Securities Administrator”) and as custodian (the
“Custodian”), and Deutsche Bank National Trust Company, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned 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 the acceptance
      hereof assents and by which such Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust will be made
      only upon presentment and surrender of this Class R-[ ] Certificate at the
      offices designated by the Securities Administrator for such purpose, or such
      other location specified in the notice to Certificateholders.

     

    No
      transfer of a Class R-[ ] Certificate shall be made unless the Securities
      Administrator shall have received a representation letter 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 or arrangement subject to Section 406 of ERISA, a plan or
      arrangement subject to Section 4975 of the Code or a plan subject to
      Similar Law, or a person acting on behalf of any such plan or arrangement nor
      using the assets of any such plan or arrangement to effect such transfer, which
      representation letter shall not be an expense of the Trustee, the Securities
      Administrator, the Depositor, the Master Servicer or the Trust Fund. In the
      event that such representation is violated, or any attempt is made to transfer
      to a plan or arrangement subject to Section 406 of ERISA or a plan subject
      to Section 4975 of the Code or a plan subject to Similar Law, or a person
      acting on behalf of any such plan or arrangement or using the assets of any
      such
      plan or arrangement, such attempted transfer or acquisition shall be void and
      of
      no effect.

     

    


    
      
        
          
          

        

        
          Exhibit
            C-3

          
            

          

        

        
          
          

        

      

    

    


    Each
      Holder of this Class R-[ ] Certificate shall be deemed by the acceptance or
      acquisition an Ownership Interest in this Class R-[ ] Certificate to have agreed
      to be bound by the following provisions, and the rights of each Person acquiring
      any Ownership Interest in this Class R-[ ] Certificate are expressly subject
      to
      the following provisions: (i) each Person holding or acquiring any
      Ownership Interest in this Class R-[ ] 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, (ii) no
      Ownership Interest in this Class R-[ ] Certificate may be registered on the
      Closing Date or thereafter transferred, and the Securities Administrator shall
      not register the Transfer of this Certificate unless, in addition to the
      certificates required to be delivered to the Securities Administrator under
      Section 5.02(b) of the Agreement, the Securities Administrator shall have
      been furnished with a Transfer Affidavit of the initial owner or the proposed
      transferee in the form attached as Exhibit G to the Agreement,
      (iii) each Person holding or acquiring any Ownership Interest in this Class
      R-[ ] Certificate shall agree (A) to obtain a Transfer Affidavit from any
      other Person to whom such Person attempts to Transfer its Ownership Interest
      this Class R-[ ] Certificate, (B) to obtain a Transfer Affidavit from any
      Person for whom such Person is acting as nominee, trustee or agent in connection
      with any Transfer of this Class R-[ ] Certificate, (C) not to cause income
      with respect to the Class R-[ ] Certificate to be attributable to a foreign
      permanent establishment or fixed base, within the meaning of an applicable
      income tax treaty, of such Person or any other U.S. Person and (D) not to
      Transfer the Ownership Interest in this Class R-[ ] Certificate or to cause
      the
      Transfer of the Ownership Interest in this Class R-[ ] Certificate to any other
      Person if it has actual knowledge that such Person is a Non-Permitted Transferee
      and (iv) any attempted or purported Transfer of the Ownership Interest in
      this Class R-[ ] Certificate in violation of the provisions herein shall be
      absolutely null and void and shall vest no rights in the purported
      Transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *

     

    


    
      
        
          
          

        

        
          Exhibit
            C-4

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity, but solely as

    Securities
      Administrator

    By:                  

     

    Authenticated:

     

     

    By:                    

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely as Securities Administrator

    


    
      
        
          
          

        

        
          Exhibit
            C-5

          
            

          

        

        
          
          

        

      

    

    


    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Loan Obligation Trust 2007-2 Mortgage Pass-Through Certificates, of the
      Series specified on the face hereof (herein collectively called the
“Certificates”), and representing a beneficial ownership interest in the Trust
      Fund created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account for payment hereunder and that
      neither the Trustee nor the 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 thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution Date”), commencing on the first Distribution Date
      specified on the face hereof, to the Person in whose name this Certificate
      is
      registered at the close of business on the applicable Record Date in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to Holders of Certificates of the
      Class to which this Certificate belongs on such Distribution Date pursuant
      to
      the Agreement. The Record Date applicable to each Distribution Date is the
      last
      Business Day of the month next preceding the month of such Distribution
      Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purpose, or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. 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
      exchange therefor 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.

     

    


    
      
        
          
          

        

        
          Exhibit
            C-6

          
            

          

        

        
          
          

        

      

    

    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, 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 of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor, the Master Servicer and the Securities Administrator
      and
      any agent of the Trustee, the Depositor, the Master Servicer or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator nor any such agent shall
      be
      affected by any notice to the contrary.

     

    The
      Master Servicer at its own discretion, shall purchase the Mortgage Loans and
      therefore cause the termination of the Trust on any Optional Termination Date,
      which is any Distribution Date in which the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period is less
      than
      or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Cut-off Date.

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 12.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     

    


    
      
        
          
          

        

        
          Exhibit
            C-7

          
            

          

        

        
          
          

        

      

    

    

      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)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund.

       

      I
        (We)
        further direct the Securities Administrator 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

      


      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 ,                     ,

      the
        assignee named above, or ,                      

      as
        its
        agent.

      


    

     

    
      
        
          
          

        

        
          Exhibit
            C-8

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      D

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR CERTIFICATE
      IN
      THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES EITHER A RULE 144A INVESTMENT
      LETTER OR REGULATION S INVESTMENT LETTER IN THE FORM OF EXHIBIT I-A AND
      EXHIBIT I-B, RESPECTIVELY, TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE
      SECURITIES ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
      EXPENSE OF THE TRANSFEROR, STATING THAT SUCH TRANSFER MAY BE MADE WITHOUT
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
      SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      OR A
      PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
      THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO
      A
      PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
      SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY
      SUCH
      PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND
      OF
      NO EFFECT.

     

    
      	
              Certificate
                No.

            	
              :

            	
              P-1

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              October
                1, 2007

            
	 	 	 
	
              First
                Distribution Date

            	
              :

            	
              November
                26, 2007

            
	 	 	 
	
              Percentage
                Interest of this Certificate 

            	
              :

            	
              100%

            
	 	 	 
	
              Interest

            	
              :

            	
              None

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              ISIN

            	
              :

            	 


    

    


    


    
      
        
          
          

        

        
          Exhibit
            D-1

          
            

          

        

        
          
          

        

      

    

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-[ ]

    Mortgage
      Pass-Through Certificates, Series 2007- [ ]

     

    Class
      P

     

    evidencing
      a percentage interest in the distribution of Prepayment Charges allocable to
      the
      Certificates of the above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that HSBC SECURITIES (USA) INC. is the registered owner of the
      Percentage Interest evidenced by this Certificate in certain monthly
      distributions of Prepayment Charges pursuant to a Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”)
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master
      Servicer”),
      as
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and as
      custodian, and Deutsche Bank National Trust Company, as trustee (the
“Trustee”).
      To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned 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 the acceptance hereof
      assents and by which such Holder is bound.

     

    This
      Certificate does not have an Interest Rate and will solely be entitled to
      receive distributions of Prepayment Charges to the extent set forth in the
      Agreement. In addition, any distribution of the proceeds of any remaining assets
      of the Trust will be made only upon presentment and surrender of this
      Certificate at the offices designated by the Securities Administrator for such
      purpose, or such other location specified in the notice to
      Certificateholders.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”),
      and
      any applicable state securities laws or is made in accordance with the 1933
      Act
      and such laws. In the event of any such transfer, the Securities Administrator
      shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Agreement) and deliver either (i) a
      Rule 144A Investment Letter or a Regulation S Investment Letter, as
      applicable, in either case substantially in the form attached as Exhibit I-A
      and
      Exhibit I-B, respectively, to the Agreement, or (ii) a written Opinion of
      Counsel to the Securities Administrator that such transfer may be made pursuant
      to an exemption, describing the applicable exemption and the basis therefor,
      from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion
      of
      Counsel shall be an expense of the transferor.

    


    
      
        
          
          

        

        
          Exhibit
            D-2

          
            

          

        

        
          
          

        

      

    

    


     

    No
      transfer of a Certificate of this Class shall be made unless the Securities
      Administrator shall have received a representation letter 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, Section 4975 of the Code
      or any materially similar provisions of applicable federal, state or local
      law
      (“Similar
      Law”),
      or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Securities
      Administrator.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *

    


    


    


    
      
        
          
          

        

        
          Exhibit
            D-3

          
            

          

        

        
          
          

        

      

    

    


     

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      	
              Dated:

            	 


    

     

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity, but solely as

    Securities
      Administrator

     

    By:                      

     

    Authenticated:

     

    By:                       

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity,

    but
      solely as Securities Administrator

    


    
      
        
          
          

        

        
          Exhibit
            D-4

          
            

          

        

        
          
          

        

      

    

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Loan Obligation Trust 2007-[ ]

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Loan Obligation Trust 2007-[ ] Mortgage Pass-Through Certificates, of
      the
      Series specified on the face hereof (herein collectively called the
“Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account constituting Prepayment Charges
      for
      payment hereunder and that neither the Trustee nor the 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 thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. 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
      exchange therefor 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.

    


    
      
        
          
          

        

        
          Exhibit
            D-5

          
            

          

        

        
          
          

        

      

    

    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, 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 of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor, the Master Servicer and the Securities Administrator
      and
      any agent of the Trustee, the Depositor, the Master Servicer or the Securities
      Administrator may treat the Person in whose name this Certificate is registered
      as the owner hereof for all purposes, and none of the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator nor any such agent shall
      be
      affected by any notice to the contrary.

     

    The
      Master Servicer at its own discretion, shall purchase the Mortgage Loans and
      therefore cause the termination of the Trust on the initial Optional Termination
      Date, which is any Distribution Date in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date.

     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 12.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

    


    


    
      
        
          
          

        

        
          Exhibit
            D-6

          
            

          

        

        
          
          

        

      

    

    


    

      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)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund.

       

      I
        (We)
        further direct the Securities Administrator 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

      


      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 ,                     ,

      the
        assignee named above, or ,                      

      as
        its
        agent.

      



    

    
      
        
          
          

        

        
          Exhibit
            D-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

     

    FORM
      OF
      INITIAL CERTIFICATION OF CUSTODIAN

     

    [date]

     

    
      	
              HSI
                Asset Securitization Corporation

              452
                Fifth Avenue

              New
                York, New York 10018

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              1015
                10th Avenue SE

              Minneapolis,
                Minnesota 55414

            	 
	 	 
	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

            	 


    

     

    
      	 	
              Re:

            	
              HSI
                Asset Securitization Corporation, Series
                2007-2

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of October 1, 2007 among HSI Asset Securitization Corporation, as depositor,
      Wells Fargo Bank, N.A., as master servicer, as securities administrator, and
      as
      custodian, and Deutsche Bank National Trust Company, as trustee, for each
      Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan
      listed in the attached schedule), it has received:

     

    (i) the
      original Mortgage Note, endorsed as provided in the following form: “Pay to the
      order of ________, without recourse”; and

     

    (ii) a
      duly
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Custodian makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


    
      
        
          
          

        

        
          Exhibit
            E-1

          
            

          

        

        
          
          

        

      

    

    


    WELLS
      FARGO BANK, N.A., as Custodian

    By:                        

    Name:                     

    Title:                     

     

    


    
      
        
          
          

        

        
          Exhibit
            E-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F

     

    FORM
      OF
      DOCUMENT CERTIFICATION

    AND
      EXCEPTION REPORT OF CUSTODIAN

     

    ______,
      20___

     

    
      	
              HSI
                Asset Securitization Corporation

              452
                Fifth Avenue

              New
                York, New York 10018

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              1015
                10th Avenue SE

              Minneapolis,
                Minnesota 55414

            	 
	 	 
	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

            	 
	 	 
	
              Wells
                Fargo Bank, N.A.

              1
                Home Campus

              Des
                Moines, Iowa 50328-0001

            	 


    

     

    
      	 	
              Re:

            	
              HSI
                Asset Securitization Corporation, Series
                2007-2

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of October 1, 2007 among HSI Asset Securitization Corporation, as depositor,
      Wells Fargo Bank, N.A., master servicer, as securities administrator and as
      custodian, and Deutsche Bank National Trust Company, as trustee, the
      undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
      listed on the attached Document Exception Report) it has received:

     

    (i) The
      original Mortgage Note, endorsed in the form provided in Section 2.01 of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the applicable mortgage loan seller to the
      last endorsee.

     

    (ii) The
      original recorded Mortgage.

     

    


    
      
        
          
          

        

        
          Exhibit
            F-1

          
            

          

        

        
          
          

        

      

    

    


    (iii) A
      duly
      executed assignment of the Mortgage in the form provided in Section 2.01 of
      the Pooling and Servicing Agreement; or, if the Mortgage Loan Seller has
      certified or the Custodian otherwise knows that the related Mortgage has not
      been returned from the applicable recording office, a copy of the assignment
      of
      the Mortgage (excluding information to be provided by the recording
      office).

     

    (iv) The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the applicable mortgage
      loan seller to the last endorsee.

     

    (v) The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (1), (2), (3), (15), (18) and
      (22) of the Data Tape Information accurately reflects information set forth
      in
      the Custodial File.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review of the Custodial File specifically required
      in
      the Pooling and Servicing Agreement. The Custodian makes no representation
      as
      to: (i) the validity, legality, sufficiency, enforceability or genuineness
      of any of the documents contained in each Mortgage File of any of the Mortgage
      Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage Loan.
      Notwithstanding anything herein to the contrary, the Custodian has made no
      determination and makes no representations as to whether (i) any
      endorsement is sufficient to transfer all right, title and interest of the
      party
      so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note
      or
      (ii) any assignment is in recordable form or sufficient to effect the
      assignment of and transfer to the assignee thereof, under the Mortgage to which
      the assignment relates.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    WELLS
      FARGO BANK, N.A., as Custodian

    By:                        

    Name:                     

    Title:                     

    


    
      
        
          
          

        

        
          Exhibit
            F-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

     

    FORM
      OF
      RESIDUAL TRANSFER AFFIDAVIT

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates, Series 2007- [___]

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of ___________________, the proposed Transferee of
      an
      Ownership Interest in a Class R Certificate (the “Certificate”) issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”), relating to
      the above-referenced Series, dated as of October 1, 2007 among HSI Asset
      Securitization Corporation, as depositor, Wells Fargo Bank, N.A., as custodian,
      as master servicer, and as securities administrator, and Deutsche Bank National
      Trust Company, as trustee. Capitalized terms used, but not defined herein,
      shall
      have the meanings ascribed to such terms in the Agreement. The Transferee has
      authorized the undersigned to make this affidavit on behalf of the Transferee
      for the benefit of the Depositor, the Securities Administrator and the
      Trustee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are Non-Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is a Non-Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is a Non-Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (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
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    


    
      
        
          
          

        

        
          Exhibit
            G-1

          
            

          

        

        
          
          

        

      

    

    


    5. The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(c) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is a Non-Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Securities
      Administrator a certificate substantially in the form set forth as
      Exhibit H to the Agreement (a “Transferor Certificate”) to the effect that,
      among other things, such Transferee has no actual knowledge that the Person
      to
      which the Transfer is to be made is a Non-Permitted Transferee.

     

    7. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the Certificate. The
      Transferee has historically paid its debts as they have come due and intends
      to
      pay its debts as they come due in the future. The Transferee intends to pay
      all
      taxes due with respect to the Certificate as they become due.

     

    8. The
      Transferee’s taxpayer identification number is __________.

     

    9. The
      Transferee is not a Disqualified Non-U.S. Person as defined in the
      Agreement.

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to 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 was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Residual Certificate to be
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable income tax treaty, of the Transferee or any other
      U.S.
      Person.

     

    12. Check
      the
      applicable paragraph:

     

    o    The
      present value of
      the anticipated tax liabilities associated with holding the Certificate, as
      applicable, does not exceed the sum of:

     

    (i) the
      present value of any consideration given to the Transferee to acquire such
      Certificate;

     

    


    
      
        
          
          

        

        
          Exhibit
            G-2

          
            

          

        

        
          
          

        

      

    

    


    (ii) the
      present value of the expected future distributions on such Certificate;
      and

     

    (iii) the
      present value of the anticipated tax savings associated with holding such
      Certificate as the related REMIC generates losses.

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at
      the highest rate currently specified in Section 11(b) of the Code (but the
      tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
      rate specified in Section 11(b) of the Code if the Transferee has been
      subject to the alternative minimum tax under Section 55 of the Code in the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate) and (ii) present values are
      computed using a discount rate equal to the short-term Federal rate prescribed
      by Section 1274(d) of the Code for the month of the transfer and the
      compounding period used by the Transferee.

     

    o    The
      transfer of the
      Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5)
      and
      (6) and, accordingly,

     

    (i) the
      Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
      Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only
      be
      taxed in the United States;

     

    (ii) at
      the
      time of the transfer, and at the close of the Transferee’s two fiscal years
      preceding the year of the transfer, the Transferee had gross assets for
      financial reporting purposes (excluding any obligation of a person related
      to
      the Transferee within the meaning of U.S. Treasury Regulations Section
      1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
      $10 million;

     

    (iii) the
      Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
      transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
      (ii)
      and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
      and

     

    (iv) the
      Transferee determined the consideration paid to it to acquire the Certificate
      based on reasonable market assumptions (including, but not limited to, borrowing
      and investment rates, prepayment and loss assumptions, expense and reinvestment
      assumptions, tax rates and other factors specific to the Transferee) that it
      has
      determined in good faith.

     

    o    None
      of the
      above.

     

    13. The
      Transferee is not an employee benefit plan that is subject to Title I of
      ERISA or a plan that is subject to Section 4975 of the Code or a plan
      subject to any Federal, state or local law that is substantially similar to
      Title I of ERISA or Section 4975 of the Code, and the Transferee is
      not acting on behalf of or investing plan assets of such a plan.

     

    * * *

     

    


    
      
        
          
          

        

        
          Exhibit
            G-3

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
      ___
      day of _______, 20__.

     

                        

    Print
      Name of Transferee

     

    By:                     

    Name:

    Title:

     

    [Corporate
      Seal]

     

    ATTEST:

     

     

     

                            

    [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 the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ___ day of _______, 20__.

     

     

     

     

                                    

    NOTARY
      PUBLIC

     

    My
      Commission expires the __ day

    of
      _________, 20__

     

    


    


    
      
        
          
          

        

        
          Exhibit
            G-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      H

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    __________,
      20__

     

    HSI
      Asset
      Securitization Corporation

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

     

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

     

    Attention:
      Corporate Trust Services - HALO 2007-2

     

    
      	 	
              Re:

            	
              HSI
                Asset Loan Obligation Trust 2007-2 Mortgage Pass-Through Certificates,
                Series 2007-2, Class [__]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that
      (a) we understand that the Certificates have not been registered under the
      Securities Act of 1933, as amended (the “Act”), and are being disposed by us in
      a transaction that is exempt from the registration requirements of the Act,
      (b) we have not offered or sold any Certificates to, or solicited offers to
      buy any Certificates from, any person, or otherwise approached or negotiated
      with any person with respect thereto, in a manner that would be deemed, or
      taken
      any other action which would result in, a violation of Section 5 of the Act
      and (c) to the extent we are disposing of a Residual Certificate,
      (i) we have no knowledge the Transferee is a Non-Permitted Transferee,
      (ii) after conducting a reasonable investigation of the financial condition
      of the Transferee, we have no knowledge and no reason to believe that the
      Transferee will not pay all taxes with respect to the Residual Certificates
      as
      they become due and (iii) we have no reason to believe that the statements
      made in paragraphs 7, 10 and 11 of the Transferee’s Residual Transfer
      Affidavit are false.

     

    In
      connection with any disposition of the above Certificates in accordance with
      Rule 904 of Regulation S we hereby certify that:

     

    
      	 	
              a.

            	
              the
                offer of the Certificates was not made to a person in the United
                States;

            


    

     

    
      	 	
              b.

            	
              at
                the time the buy order was originated, the transferee was outside
                the
                United States or the Transferor and any person acting on its behalf
                responsibly believed
                the transferee was outside the United
                States;

            


    

     

    
      	 	
              c.

            	
              no
                directed selling efforts have been made in contravention of the
                requirements of Rule 903 or Rule 904 of Regulation S, as applicable;
                

            


    

     

    


    
      
        
          
          

        

        
          Exhibit
            H-1

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              d

            	
              the
                transaction is not part of a plan or scheme to
                evade the registration requirements of the Securities Act, as amended;
                and

            


    

     

    
      	 	
              e.

            	
              the
                transferee is not a U.S. person (as defined in Regulation
                S).

            


    

     

    Very
      truly yours,

                        

    Print
      Name of Transferor

     

    By:  

    Authorized
      Officer

     

    


    
      
        
          
          

        

        
          Exhibit
            H-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      I

     

    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    ____________,
      20__

     

    HSI
      Asset
      Securitization Corporation

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

     

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    Attention:
      Corporate Trust Services - HALO 2007-2

     

    
      	 	
              Re:

            	
              HSI
                Asset Loan Obligation Trust 2007-2

            


      	 	 	Mortgage Pass-Through Certificates, Series 2007-2,
              Class
              [__]


    

     

    Ladies
      and Gentlemen:

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned to them
      in
      the Pooling and Servicing Agreement. 

     

    In
      connection with our acquisition of the above Certificates we certify that
      (a) we understand that the Certificates are not being registered under the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates,
      (c) we have had the opportunity to ask questions of and receive answers
      from the Depositor concerning the purchase of the Certificates and all matters
      relating thereto or any additional information deemed necessary to our decision
      to purchase the Certificates, (d) in the case of an ERISA-Restricted
      Certificate, either (i) we are not an employee benefit plan or arrangement
      subject to Section 406 of ERISA, a plan subject to Section 4975 of the
      Code or a plan subject to any Federal, state or local law (“Similar Law”)
      materially similar to the foregoing provisions of ERISA or the Code, nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to effect such transfer, or (ii) in the case
      of an ERISA-Restricted Certificate (other than a Residual Certificate or the
      Class P Certificate) that has been the subject of an ERISA-Qualifying
      Underwriting, and the purchaser is an insurance company, a representation that
      the purchaser is an insurance company that is purchasing such Certificates
      with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption
      (“PTCE”) 95-60) and that the purchase and holding of such Certificates are
      covered under 

     

    
      
        
        

      

      
        Exhibit
          I-1

        
          

        

      

      
        
        

      

    

     

    Sections I
      and III of PTCE 95-60, we have not, nor has anyone acting on our behalf offered,
      transferred, pledged, sold or otherwise disposed of the Certificates, any
      interest in the Certificates or any other similar security to, or solicited
      any
      offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the
      Securities Act or require registration pursuant thereto, nor will act, nor
      has
      authorized or will authorize any person to act, in such manner with respect
      to
      the Certificates, and (f) we are a “qualified institutional buyer” as that term
      is defined in Rule 144A under the Securities Act and have completed either
      of the forms of certification to that effect attached hereto as Annex 1 or
      Annex 2. We are aware that the sale to us is being made in reliance on
      Rule 144A. We are acquiring the Certificates for our own account or for
      resale pursuant to Rule 144A and further, understand that such Certificates
      may be resold, pledged or transferred only (i) to a person reasonably
      believed to be a qualified institutional buyer that purchases for its own
      account or for the account of a qualified institutional buyer to whom notice
      is
      given that the resale, pledge or transfer is being made in reliance on
      Rule 144A, or (ii) pursuant to another exemption from registration
      under the Securities Act.

     

    


    
      
        
          
          

        

        
          Exhibit
            I-2

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      1 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates
      with respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of
      1933, as amended (“Rule 144A”), because (i) the Buyer owned and/or
      invested on a discretionary basis $________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in
      the category marked below.

     

    
      	 	
              ____

            	
              Corporation,
                etc.
                The Buyer is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or charitable organization described in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	 	
              ____

            	
              Bank.
                The Buyer (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth of at least $25,000,000 as demonstrated in its latest annual
                financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Savings
                and Loan.
                The Buyer (a) is a savings and loan association, building and loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Broker-dealer.
                The Buyer is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            


    

     

     

      
        

      

    

    
      1     Buyer
        must
        own and/or invest on a discretionary basis at least $100,000,000 in securities
        unless Buyer is a dealer, and, in that case, Buyer must own and/or invest
        on a
        discretionary basis at least $10,000,000 in securities. 

    

     

    


    
      
        
          
          

        

        
          Exhibit
            I-3

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              ____

            	
              Insurance
                Company.
                The Buyer is an insurance company whose primary and predominant business
                activity is the writing of insurance or the reinsuring of risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of
                Columbia.

            


    

     

    
      	 	
              ____

            	
              State
                or Local Plan.
                The Buyer is a plan established and maintained by a State, its political
                subdivisions, or any agency or instrumentality of the State or its
                political subdivisions, for the benefit of its
                employees.

            


    

     

    
      	 	
              ____

            	
              ERISA
                Plan.
                The Buyer is an employee benefit plan within the meaning of Title I
                of the Employee Retirement Income Security Act of
                1974.

            


    

     

    
      	 	
              ____

            	
              Investment
                Advisor.
                The Buyer is an investment advisor registered under the Investment
                Advisors Act of 1940.

            


    

     

    
      	 	
              ____

            	
              Small
                Business Investment Company.
                Buyer is a small business investment company licensed by the U.S.
                Small
                Business Administration under Section 301(c) or (d) of the Small
                Business
                Investment Act of 1958.

            


    

     

    
      	 	
              ____

            	
              Business
                Development Company.
                Buyer is a business development company as defined in Section 202(a)(22)
                of the Investment Advisors Act of
                1940.

            


    

     

    3. The
      term
“securities” as used herein does
      not include
      (i) securities of issuers that are affiliated with the Buyer,
      (ii) securities that are part of an unsold allotment to or subscription by
      the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
      by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
      certificates of deposit, (v) loan participations, (vi) repurchase
      agreements, (vii) securities owned but subject to a repurchase agreement
      and (viii) currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities
      has been published. If clause (ii) in the preceding sentence applies, the
      securities may be valued at market. Further, in determining such aggregate
      amount, the Buyer may have included securities owned by subsidiaries of the
      Buyer, but only if such subsidiaries are consolidated with the Buyer in its
      financial statements prepared in accordance with generally accepted accounting
      principles and if the investments of such subsidiaries are managed under the
      Buyer’s direction. However, such securities were not included if the Buyer is a
      majority-owned, consolidated subsidiary of another enterprise and the Buyer
      is
      not itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    


    
      
        
          
          

        

        
          Exhibit
            I-4

          
            

          

        

        
          
          

        

      

    

    


    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the parties to which this certification is made of any changes in the
      information and conclusions herein. Until such notice is given, the Buyer’s
      purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the Buyer is
      a
      bank or savings and loan is provided above, the Buyer agrees that it will
      furnish to such parties updated annual financial statements promptly after
      they
      become available.

     

                        

    Print
      Name of Transferee

     

    By:                    

    Name:

    Title:

     

    Date:                    

     

    


    
      
        
          
          

        

        
          Exhibit
            I-5

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      2 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates
      with respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the
      Securities Act of 1933, as amended (“Rule 144A”), because Buyer is part of
      a Family of Investment Companies (as defined below), is such an officer of
      the
      Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an
      investment company registered under the Investment Company Act of 1940, as
      amended, and (ii) as marked below, the Buyer alone, or the Buyer’s Family
      of Investment Companies, owned at least $100,000,000 in securities (other than
      the excluded securities referred to below) as of the end of the Buyer’s most
      recent fiscal year. For purposes of determining the amount of securities owned
      by the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with
      respect to the cost of those securities has been published. If clause (ii)
      in the preceding sentence applies, the securities may be valued at
      market.

     

    
      	 	
              ____

            	
              The
                Buyer owned $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    
      	 	
              ____

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    3. The
      term
“Family of Investment Companies” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment adviser
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the Buyer or are part of the Buyer’s Family of Investment Companies,
      (ii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements,
      (vi) securities owned but subject to a repurchase agreement and
      (vii) currency, interest rate and commodity swaps.

     

    


    
      
        
          
          

        

        
          Exhibit
            I-6

          
            

          

        

        
          
          

        

      

    

    


    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the
      Rule 144A Transferee Certificate to which this certification relates are
      relying and will continue to rely on the statements made herein because one
      or
      more sales to the Buyer will be in reliance on Rule 144A. In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

                        

    Print
      Name of Transferee

     

    By:                    

    Name:

    Title:

     

    IF
      AN
      ADVISER:

     

     

                        

    Print
      Name of Transferee

     

    Date:                    

     

    


     

    
      
        
          
          

        

        
          Exhibit
            I-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J

     

    


     

    FORM
      OF
      REQUEST FOR RELEASE

     

    (for
      Custodian)

     

    
      	
              To:

            	
              Wells
                Fargo Bank, N.A.

            


      	 	1015 10th Avenue SE


      	 	Minneapolis, Minnesota
              55414


    

    
      	 	
              Attn:
                Corporate Trust Services - HALO
                2007-2

            


    

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
                of October 1, 2007 among HSI Asset Securitization Corporation, as
                depositor, Wells Fargo Bank, N.A., as custodian, Wells Fargo Bank,
                N.A.,
                as master servicer, Wells Fargo Bank, N.A., as securities administrator,
                and Deutsche Bank National Trust Company, as
                trustee.

            


    

     

    In
      connection with the administration of the Mortgage Loans held by you as the
      Custodian on behalf of the Certificateholders, we request the release, and
      acknowledge receipt, of the (Custodial File/[specify documents]) for the
      Mortgage Loan described below, for the reason indicated.

     

    Mortgagor’s
      Name, Address & Zip Code:

     

    Mortgage
      Loan Number:

     

    Send
      Custodial File to:

     

    Delivery
      Method (check one)

     

    
      	
              ____1.

            	
              Regular
                mail

            
	 	 
	
              ____2.

            	
              Overnight
                courier (Tracking information:
                                   )

            
	 	 
	 	
              If
                neither box 1 nor 2 is checked, regular mail shall be
                assumed.

            
	 	 


    

    Reason
      for Requesting Documents (check one)

     

    
      	
              ____1.

            	
              Mortgage
                Loan Paid in Full.
                (The Servicer hereby certifies that all amounts received in connection
                therewith have been credited to the Collection Account as provided
                in the
                Pooling and Servicing Agreement.)

            


    

     

    
      	
              ____2.

            	
              Mortgage
                Loan Repurchase Pursuant to Subsection 2.03 of the Pooling and Servicing
                Agreement.
                (The Servicer hereby certifies that the repurchase price has been
                credited
                to the Collection Account as provided in the Pooling and Servicing
                Agreement.)

            
	 	 


    

     

    
      
        
        

      

      
        Exhibit
          J-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ____3.

            	
              Mortgage
                Loan Liquidated by _________________. (The Servicer hereby certifies
                that
                all proceeds of foreclosure, insurance, condemnation or other liquidation
                have been finally received and credited to the Collection Account
                pursuant
                to the Pooling and Servicing Agreement.)

            
	 	 
	
              ____4.

            	
              Mortgage
                Loan in Foreclosure.

            
	 	 
	
              ____5.

            	
              Other
                (explain).                                        

            


    

     

    If
      box 1,
      2 or 3 above is checked, and if all or part of the Custodial File was previously
      released to us, please release to us our previous request and receipt on file
      with you, as well as any additional documents in your possession relating to
      the
      specified Mortgage Loan.

     

    If
      box 4
      or 5 above is checked, upon our return of all of the above documents to you
      as
      the Trustee, please acknowledge your receipt by signing in the space indicated
      below, and returning this form if requested by us.

     

    [______________________]

    By:                    

       Name:

       Title:

       Date:

    ACKNOWLEDGED
      AND AGREED:

    


    [WELLS
      FARGO BANK, N.A.]

    


    By:                    

    Name:

    Title:

    Date:

    
 

    
      
        
          
          

        

        
          Exhibit
            J-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

     

    CONTENTS
      OF EACH 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 Depositor and
      which shall be retained by the Servicer or delivered to and retained by the
      Custodian:

     

    (a) The
      documents or instruments set forth as items (i) to (ix) in Section 2.01(b)
      of the Pooling and Servicing Agreement.

     

    (b) Residential
      loan application.

     

    (c) Mortgage
      Loan closing statement.

     

    (d) Verification
      of employment and income.

     

    (e) Verification
      of acceptable evidence of source and amount of downpayment.

     

    (f) Credit
      report on Mortgagor.

     

    (g) Residential
      appraisal report.

     

    (h) Photograph
      of the Mortgaged Property.

     

    (i) Survey
      of
      the Mortgaged Property.

     

    (j) Copy
      of
      each instrument necessary to complete identification of any exception set forth
      in the exception schedule in the title policy, i.e., map or plat, restrictions,
      easements, sewer agreements, home association declarations, etc.

     

    (k) All
      required disclosure statements and statement of Mortgagor confirming receipt
      thereof.

     

    (l) If
      available, termite report, structural engineer’s report, water portability and
      septic certification.

     

    (m) Sales
      contract, if applicable.

     

    (n) Hazard
      insurance policy.

     

    (o) Tax
      receipts, insurance premium receipts, ledger sheets, payment history from date
      of origination, insurance claim files, correspondence, current and historical
      computerized data files, and all other processing, underwriting and closing
      papers and records which are customarily contained in a mortgage loan file
      and
      which are required to document the Mortgage Loan or to service the Mortgage
      Loan.

     

    (p) Amortization
      schedule, if available.

     

    


    
      
        
          
          

        

        
          Exhibit
            K-1

          
            

          

        

        
          
          

        

      

    

    


    (q) Payment
      history for Mortgage Loans that have been closed for more than 90
      days.

     

    
 

    
      
        
          
          

        

        
          Exhibit
            K-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      L

     

    FORM
      OF
      SARBANES-OXLEY CERTIFICATION TO BE

    PROVIDED
      BY MASTER SERVICER (OR OTHER CERTIFICATION PARTY)

    WITH
      FORM 10-K

     

    HSI
      Asset
      Loan Obligation Trust 2007-2

    Mortgage
      Pass-Through Certificates

    Series
      2007-2

     

    This
      Certification is being made pursuant to Section 3.05 and Section 8.12 of
      the Pooling and Servicing Agreement dated as of October 1, 2007 (the
“Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among HSI Asset Securitization
      Corporation, as depositor, Wells Fargo Bank, N.A., as master servicer, as
      securities administrator and as custodian, and Deutsche Bank National Trust
      Company, as trustee. Capitalized terms used but not defined herein shall have
      the meanings assigned in the Pooling and Servicing Agreement.

     

    1. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on Form
      10-K of HSI Asset Loan Obligation Trust 2007-2 (the “Exchange
      Act periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act periodic reports;

     

    4. I
      am
      responsible for reviewing the activities performed by each Servicer and based
      on
      my knowledge and the compliance review conducted in preparing the Servicer
      compliance statement required in this report under Item 1123 of Regulation
      AB,
      and except as disclosed in the Exchange Act periodic reports, each Servicer
      has
      fulfilled its obligations under its related Servicing Agreement;
      and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following parties: [_______].

     

    
 

    
      
        
          
          

        

        
          Exhibit
            L-1

          
            

          

        

        
          
          

        

      

    

    


    WELLS
      FARGO BANK, N.A.

    as
      Master
      Servicer

    By:                    

       Name:

       Title:

       Date:

    
 

    
      
        
          
          

        

        
          Exhibit
            L-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      M

     

    1. Master
      Mortgage Loan Purchase and Servicing Agreement, dated as of May 1, 2006 between
      HSBC Mortgage Corporation (USA) and HSBC Bank USA, National Association, as
      reconstituted pursuant to an Assignment, Assumption and Recognition Agreement,
      dated as of October 30, 2007, among HSBC Bank (USA), National Association,
      HSI
      Asset Securitization Corporation and acknowledged by Wells Fargo Bank, N.A.,
      as
      master servicer and Deutsche Bank National Trust Company, as
      trustee.

     

    2. Servicing
      Agreement, as amended by Amendment Reg AB, dated as of September 1, 2006,
      between HSBC Bank (USA), National Association and Countrywide Home Loans, Inc,
      as reconstituted pursuant to an Assignment, Assumption and Recognition
      Agreement, dated as of October 30, 2007, among HSBC Bank (USA), National
      Association, HSI Asset Securitization Corporation, Countrywide Home Loans,
      Inc.,
      Countrywide Home Loans Servicing LP and acknowledged by Wells Fargo Bank, N.A.,
      as master servicer and Deutsche Bank National Trust Company, as
      trustee.

     

    3. Mortgage
      Loan Purchase Agreement, dated as of November 1, 2006, between HSBC Bank (USA),
      Nation Association and SunTrust Mortgage, Inc., as reconstituted pursuant to
      an
      Assignment, Assumption and Recognition Agreement, dated as of October 30, 2007,
      among HSBC Bank (USA), National Association, HSI Asset Securitization
      Corporation, SunTrust Mortgage, Inc., and acknowledged by Wells Fargo Bank,
      N.A., as master servicer and Deutsche Bank National Trust Company, as
      trustee.

     

    4. Servicing
      Agreement, dated as of June 30, 2006, between HSBC Bank (USA), Nation
      Association and Wells Fargo Bank, N.A., as reconstituted pursuant to a
      Reconstituted Servicing Agreement, dated as of October 30, 2007, among HSBC
      Bank
      (USA), National Association, HSI Asset Securitization Corporation, Wells Fargo
      Bank, N.A., and acknowledged by Wells Fargo Bank, N.A., as master servicer
      and
      Deutsche Bank National Trust Company, as trustee.

    
 

    
      
        
          
          

        

        
          Exhibit
            M-1

          
            

          

        

        
          
          

        

      

    

    


    [EXHIBIT
      N-1]

     

    FORM
      OF
      SERVICER (OR SERVICING FUNCTION 

    PARTICIPANT)
      BACK-UP CERTIFICATION

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    Attention:
      Corporate Trust Services, HALO 2007-2

     

    
      	 	
              Re:

            	
              HSI
                Asset Securitization Loan Obligation Trust
                2007-2

            


    

     

    [_______],
      the [_______] of [_______] (the “Company”) hereby certifies to the Depositor,
      the Master Servicer, the Trustee and the Securities Administrator, and each
      of
      their officers, directors and affiliates that:

     

    (1) I
      have
      reviewed the Company’s report on assessment of 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 the 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 [____] during
      200[ ] that were delivered by [____] to any of the Depositor, the Master
      Servicer, the Securities Administrator, and the Trustee pursuant to the
      Agreement (collectively, the “Company Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company 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 Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor, the
      Master Servicer, the Securities Administrator and the Trustee;

     

    (4) I
      am
      responsible for reviewing the activities performed by [____] as [____] under
      the
      Agreement, and based on my knowledge and the compliance review conducted in
      preparing the Servicing Assessment or the Attestation Report, the Company has
      fulfilled its obligations under the Agreement in all material respects;
      and

    


    
      
        
          
          

        

        
          Exhibit
            N-1

          
            

          

        

        
          
          

        

      

    

    


     

    (5) The
      Servicing Assessment and Attestation Report required to be provided by [____]
      and [by any Subservicer or Subcontractor] pursuant to the Agreement, have been
      provided to the Depositor, the Master Servicer, the Securities Administrator
      and
      the Trustee. Any material instances of noncompliance described in such reports
      have been disclosed to the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee. Any material instance of noncompliance with
      the
      Servicing Criteria has been disclosed in such reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling Servicing Agreement, dated as of October 1, 2007 (the “Pooling
      and Servicing Agreement”),
      by
      and among HSI Asset Securitization Corporation, as depositor, Wells Fargo Bank,
      N.A., as master servicer, as securities administrator and as custodian and
      Deutsche Bank National Trust Company, as trustee.

     

    


     

    [____]

     

    as
      [____]

    By:  

    Name:

    Title:

    Date:

    
 

    
      
        
          
          

        

        
          Exhibit
            N-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      O

     

    [RESERVED]

     

    
      
        
          
          

        

        
          Exhibit
            O-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      P

     

    [Reserved]

    

 

    
      
        
          
          

        

        
          Exhibit
            P-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q

     

    TRANSFER
      AGREEMENTS

     

    
 

    
      
        
          
          

        

        
          Exhibit
            Q-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      R

    


    [Reserved]

    


    
 

    
      
        
          
          

        

        
          Exhibit
            R-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT S

    


    SERVICING
      CRITERIA MATRIX

    


    The
      assessment of compliance to be delivered by Wells Fargo Bank, N.A., (“Wells
      Fargo”), in its capacity as Master Servicer and by Wells Fargo Bank, N.A.
      (“Wells Fargo”), in its capacity as Securities Administrator, shall address, at
      a minimum, the criteria identified below as “Applicable Servicing
      Criteria”:

     

    Capitalized
      terms used herein but not defined herein shall have the meanings assigned to
      them in the Pooling and Servicing Agreement dated as of October 1, 2007 (the
      “Pooling and Servicing Agreement”), by and among HSI Asset Securitization
      Corporation, as depositor, Wells Fargo Bank, N.A., as custodian, as master
      servicer and as securities administrator, and Deutsche Bank National Trust
      Company, as trustee.

     

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Custodian

            


    

    
      	 	
              General Servicing
                 Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	 	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	 	 
	 	
              Cash Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	 	 


    

     

    
      
        
        

      

      
        Exhibit
          S-1

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              


      

    

    
      	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the Servicer.
                

            	 	
              X

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	 	
              X

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	 	
              X

            	 


    

     

    
      
        
        

      

      
        Exhibit
          S-2

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              


      

    

    
      	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	 	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	 	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	 	 	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	 	 	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	 	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	 	 	 


    

     

    
      
        
        

      

      
        Exhibit
          S-3

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              


      

    

    
      	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	 	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	 	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	 	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	 	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	 	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X*

            	 


    

    ____________

    *
      If
      obligated under transaction documents

    

 

    
      
        
          
          

        

        
          Exhibit
            S-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT T

     

    Trustee:
      Deutsche Bank National Trust Company

    


    Securities
      Administrator:
      Wells
      Fargo Bank, N.A.

    


    Master
      Servicer:
      Wells
      Fargo Bank, N.A.

    


    Custodian:
      Wells
      Fargo Bank, N.A.

    


    Sponsor:
      HSBC
      Bank USA, National Association

    


    Servicers:
      HSBC
      Mortgage Corporation (USA), Wells Fargo Bank, N.A., SunTrust Mortgage Inc.,
      and
      Countrywide Home Loans Servicing LP

    
 

    
      
        
          
          

        

        
          Exhibit
            T-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT U

     

    FORM
      OF ANNUAL COMPLIANCE CERTIFICATE

     

    Via
      Overnight Delivery

    


    [DATE]

    


    HSI
      Asset
      Securitization Corporation,

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

    


    Wells
      Fargo Bank, N.A.,

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      MN 55479

    Attention:
      Client Manager - HALO 2007-2

     

    
      	 	
              RE:

            	
              Annual
                officer’s certificate delivered pursuant to Section 3.05 of that certain
                Pooling Servicing Agreement, dated as of October 1, 2007 (the
                “Pooling
                and Servicing Agreement”),
                among HSI Asset Securitization Corporation, as depositor (the
                “Depositor”),
                Wells Fargo Bank, N.A. as master servicer (the “Master
                Servicer”),
                Wells Fargo Bank, N.A. as securities administrator (the “Securities
                Administrator”) and Wells Fargo Bank, N.A. as custodian, (the
                “Custodian”)
                and Deutsche Bank National Trust Company, as trustee (the “Trustee”)

            


    

     

    [_______],
      the undersigned, a duly authorized [_______] of [Master Servicer] [Securities
      Administrator] [Name of Subservicer], does hereby certify the following for
      the
      [calendar year][identify other period] ending on December 31,
      20[__]:

    


    
      	
              1.

            	
              A
                review of the activities of the [Master Servicer] [Securities
                Administrator] during the preceding calendar year (or portion thereof)
                and
                of its performance under the Agreement for such period has been made
                under
                my supervision.

            


    

     

    
      	
              2.

            	
              To
                the best of my knowledge, based on such review, the [Master Servicer]
                [Securities Administrator] has fulfilled all of its obligations under
                the
                Agreement in all material respects throughout such year (or applicable
                portion thereof), or, if there has been a failure to fulfill any
                such
                obligation in any material respect, I have specifically identified
                to the
                Depositor and the [Master Servicer][Securities Administrator] each
                such
                failure known to me and the nature and status thereof, including
                the steps
                being taken by the [Master Servicer] [Securities Administrator] to
                remedy
                such default.

            


    

    


    
      
        
          
          

        

        
          Exhibit
            U-1

          
            

          

        

        
          
          

        

      

    

    


    Certified
      By:

     

    


     

    _______________________________

    Name:

    Title:

     

     

    
      
        
          
          

        

        
          Exhibit
            U-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT V

     

    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]

            	
              Master
                Servicer, each Servicer1 

              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)

            	
              Master
                Servicer, Securities Administrator, Each Servicer1
                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

            
	
              ▪
                Each Servicer

            	
              Each
                Servicer1

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Servicers, the Master Servicer
                or
                Securities Administrator)

            	
              Each
                Servicer1

            
	
              ▪
                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

            


    

     

    
      
        
          

        

        1
          This
          information to be provided pursuant to the applicable Servicing
          Agreement.

      

    

    
      
        
        

      

      
        Exhibit
          V-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible

              


      

    

    
      	
               

              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

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Securities
                Administrator

            
	
              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 probably 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.

            	 


    

     

    
      
        
        

      

      
        Exhibit
          V-2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	
                Party
                  Responsible

              


      

    

    
      	
              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

            
	 	 


    

    


     

    
      
        
          
          

        

        
          Exhibit
            V-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT W

    


    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-K if 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-K if updated information
                is required pursuant to the Item.

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 
	
              ▪ Determining
                current maximum portable 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-K if updated information
                is required pursuant to the Item.

            	 
	
              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)

            	
              Servicer
                and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            


    

     

    
      
        
        

      

      
        Exhibit
          W-1

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible

              


      

    

    
      	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Servicer

            	
              Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Servicers, 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

            
	
              ▪
                Servicer

            	
              Servicer1

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer1

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivative 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

            
	
              ▪
                Servicer

            	
              Servicer1

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            


    

     

    
      
        
          

        

        1
          This
          information to be provided pursuant to the applicable Servicing
          Agreement.

      

    

    
      
        
        

      

      
        Exhibit
          W-2

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible

              


      

    

    
      	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement 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

            
	
              ▪
                Servicer

            	
              Servicer1  

            
	
              ▪
                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

            


    

    


    
      
        

      

      1
        This
        information to be provided pursuant to the applicable Servicing
        Agreement.



    
      
        
          
          

        

        
          Exhibit
            W-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT X

    


    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 other than the Trustee

            
	
              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 other than the Trustee

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following:

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer1

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer1

            
	
              ▪
                Other material servicers

            	
              Servicer1

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            


    

     

    
      
        

      

      1
        This
        information to be provided pursuant to the applicable Servicing
        Agreement.

    

     

    
      
        
        

      

      
        Exhibit
          X-1

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible

              


      

    

    
      	
              ▪
                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

            
	
              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.

            	
              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/ Depositor/

              Servicer1

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Servicer1/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

            


    

     

    
      
        

      

      1
        This
        information to be provided pursuant to the applicable Servicing
        Agreement.

    

     

    
      
        
        

      

      
        Exhibit
          X-2

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible

              


      

    

    
      	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

            
	
              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 other than the Trustee

            
	
              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
            X-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT Y

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SEND
      TO WELLS FARGO VIA FAX TO (443) 367-3307 AND VIA EMAIL TO CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM
      AND VIA OVERNIGHT MAIL TO THE ADDRESS
      IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
      BELOW**

    


    Wells
      Fargo Bank, N.A.,

     

    as
      Securities Administrator

     

    Sixth
      Street and Marquette Avenue

     

    Minneapolis
      Minnesota 55479

     

    Attention:
      Client Manager - HALO 2007-2. 

     

    Fax:
      (443) 367-3307

     

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    


    HSI
      Asset
      Securitization Corporation

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

    


    Attn:
      Corporate Trust Services - HALO 2007-2-SEC REPORT PROCESSING

    


    RE:
      **Additional Form [ ] Disclosure**Required

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
      of
      October 1, 2007, among HSI Asset Securitization Corporation, as depositor,
      Wells
      Fargo Bank, N.A., as master servicer, securities administrator and custodian
      and
      Deutsche Bank National Trust Company, as trustee. The Undersigned, as [ ],
      hereby notifies you that certain events have come to our attention that
      [will][may] need to be disclosed on Form [ ].

     

    Description
      of Additional Form [ ] Disclosure:

    


    


    List
      of
      Any Attachments hereto to be included in the Additional Form [ ]
      Disclosure:

    


    


    Any
      inquiries related to this notification should be directed to [ ], phone number:
      [ ]; email address: [ ].

    


    


    
      
        
          
          

        

        
          Exhibit
            Y-1

          
            

          

        

        
          
          

        

      

    

    


    [NAME
      OF
      PARTY]

    as
      [role]

     

    


    By:
      __________________________


    Name:


    Title:



    
      
        
          
          

        

        
          Exhibit
            Y-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Z

     

    FORM
      OF EXCHANGE NOTICE

     

    [CERTIFICATEHOLDER’s
      LETTERHEAD]

     

    [DATE]

     

    


    


    
      	
              Wells
                Fargo Bank, N.A.,

              as
                Securities Administrator

              Sixth
                Street and Marquette Avenue

              Minneapolis
                Minnesota 55479

              Attention:
                Corporate Trust Services - HALO 2007-2

            	 


    

    


    Re:
      HSI
      Asset Securitization Loan Obligation Trust 2007-2 / Exchange

    


    Ladies
      and Gentlemen:

    


    Pursuant
      to the terms of the Pooling and Servicing Agreement (the “Pooling and Servicing
      Agreement”) dated as of October 1, 2007 among HSI Asset Securitization
      Corporation, as depositor, Wells Fargo Bank, N.A., as master servicer, as
      securities administrator and as custodian, and Deutsche Bank National Trust
      Company, as trustee (the “Trustee”), we hereby present and surrender the
      Exchangeable [Exchanged] Certificates specified on Annex I attached hereto
      (the
“Exchangeable [Exchanged] Certificates”) and transfer, assign, set over and
      otherwise convey to the Securities Administrator, all of our right, title and
      interest in and to the Exchangeable [Exchanged] Certificates, including all
      payments of interest thereon received after [________], in exchange for the
      Exchanged [Exchangeable] Certificates specified on Schedule II of the Pooling
      and Servicing Agreement (the “Exchanged [Exchangeable] Certificates”).


     

    We
      agree
      that upon such exchange the portions of the Exchangeable [Exchanged]
      Certificates designated for exchange shall be deemed cancelled and replaced
      by
      the Exchanged [Exchangeable] Certificates issued in exchange therefor. We
      confirm that we have paid a fee to the Securities Administrator in connection
      with such exchange equal to $[9,000]. 

     

    


    Very
      truly yours,

    [NAME
      OF
      TRANSFEREE]

     

    By:    

    Authorized
      Officer

     

    [MEDALLION
      STAMP GUARANTEE]

    


    
      
        
          
          

        

        
          Exhibit
            Z-1

          
            

          

        

        
          
          

        

      

    

    


    Acknowledged
      by:

    


    


    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

    


    


    By:
      _________________________________

    Name:
      

    Title:

    


    


    By:
      _________________________________

    Name:
      

    Title:

    


    


    
      
        
          
          

        

        
          Exhibit
            Z-2

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      I TO EXHIBIT Z

    


    INITIAL
      EXCHANGEABLE CERTIFICATES

    


    
      	
              Exchangeable
                [Exchanged] Certificates

            	
              Exchanged
                [Exchangeable] Certificates

            	
              Certificateholder’s
                DTC Participant Number

            	
              Proposed
                Exchange Date

            
	
              Certificate(s)

            	
              Outstanding
                Certificate Principal Balance or Notional Amount

            	
              CUSIP
                Number

            	
              Certificate(s)

            	
              Initial
                Certificate Principal Balance or Notional Amount

            	
              CUSIP
                Number

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    
      
        
          
          

        

        
          Exhibit
            Z-3