Unassociated Document


     

    
      

      

    

     

    
      HSI
        ASSET
        SECURITIZATION CORPORATION,

      Depositor,

       

      CITIMORTGAGE,
        INC.,

      Master
        Servicer,

       

      CITIBANK,
        N.A.,

      Securities
        Administrator

       

      WELLS
        FARGO BANK, N.A.,

      Custodian,

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      Trustee

       

      and

       

      OFFICETIGER
        GLOBAL REAL ESTATE SERVICES INC.,

      Credit
        Risk Manager

       

      POOLING
        AND SERVICING AGREEMENT


       

      Dated
        as
        of November 1, 2006

       

      HSI
        ASSET  SECURITIZATION CORPORATION TRUST 2006-HE2

      MORTGAGE
        PASS-THROUGH CERTIFICATES,

       

      SERIES 2006-HE2

       

       

      
        

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      TABLE
        OF
        CONTENTS

      Page

      

        
          	
                  ARTICLE
                    I

                
	 	 	 
	
                  DEFINITIONS

                
	 	 	 
	
                  ARTICLE
                    II

                
	 	 	 
	
                  CONVEYANCE
                    OF MORTGAGE LOANS;

                
	
                  REPRESENTATIONS
                    AND WARRANTIES

                
	 
	
                  Section
                    2.01

                	
                  Conveyance
                    of Mortgage Loans

                	
                  51

                
	
                  Section
                    2.02

                	
                  Acceptance
                    by the Custodian of the Mortgage Loans

                	
                  54

                
	
                  Section
                    2.03

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

                	
                  55

                
	
                  Section
                    2.04

                	
                  Execution
                    and Delivery of Certificates

                	
                  57

                
	
                  Section
                    2.05

                	
                  REMIC
                    Matters

                	
                  57

                
	
                  Section
                    2.06

                	
                  Representations
                    and Warranties of the Depositor

                	
                  57

                
	 	 	 
	
                  ARTICLE
                    III

                
	 	 	 
	
                  ADMINISTRATION
                    AND SERVICING

                
	
                  OF
                    MORTGAGE LOANS

                
	 
	
                  Section
                    3.01

                	
                  Establishment
                    of Certain Accounts

                	
                  58

                
	
                  Section
                    3.02

                	
                  Investment
                    of Funds in the Distribution Account and the Master Servicing
                    Account

                	
                  60

                
	
                  Section
                    3.03

                	
                  Report
                    on Assessment of Compliance with Relevant Servicing
                    Criteria.

                	
                  60

                
	
                  Section
                    3.04

                	
                  Report
                    on Attestation of Compliance with Relevant Servicing
                    Criteria.

                	
                  61

                
	
                  Section
                    3.05

                	
                  Annual
                    Officer’s Certificates.

                	
                  62

                
	
                  Section
                    3.06

                	
                  Indemnification.

                	
                  63

                
	
                  Section
                    3.07

                	
                  Advances

                	
                  64

                
	 	 	 
	
                  ARTICLE
                    IV

                
	 	 	 
	
                  DISTRIBUTIONS

                
	 	 	 
	
                  Section
                    4.01

                	
                  The
                    Distribution Account

                	
                  65

                
	
                  Section
                    4.02

                	
                  Priorities
                    of Distribution

                	
                  65

                
	
                  Section
                    4.03

                	
                  Monthly
                    Statements to Certificateholders

                	
                  72

                
	
                  Section
                    4.04

                	
                  Certain
                    Matters Relating to the Determination of LIBOR

                	
                  75

                
	
                  Section
                    4.05

                	
                  Allocation
                    of Applied Realized Loss Amounts

                	
                  75

                
	
                  Section
                    4.06

                	
                  Supplemental
                    Interest Trust.

                	
                  75

                
	
                  Section
                    4.07

                	
                  Rights
                    of the Swap Counterparty.

                	
                  77

                
	
                  Section
                    4.08

                	
                  Termination
                    Receipts.

                	
                  78

                
	
                  Section
                    4.09

                	
                  Final
                    Maturity Reserve Trust.

                	
                  79

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          	
                  ARTICLE
                    V

                
	 	 
	
                  THE
                    CERTIFICATES

                	 
	 	 
	
                  Section
                    5.01

                	
                  The
                    Certificates

                	
                  80

                
	
                  Section
                    5.02

                	
                  Certificate
                    Register; Registration of Transfer and Exchange of
                    Certificates

                	
                  81

                
	
                  Section
                    5.03

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates

                	
                  87

                
	
                  Section
                    5.04

                	
                  Persons
                    Deemed Owners

                	
                  88

                
	
                  Section
                    5.05

                	
                  Access
                    to List of Certificateholders’ Names and Addresses

                	
                  88

                
	
                  Section
                    5.06

                	
                  Maintenance
                    of Office or Agency

                	
                  88

                
	 	 	 
	
                  ARTICLE
                    VI

                
	 	 	 
	
                  THE
                    DEPOSITOR

                
	 
	
                  Section
                    6.01

                	
                  Liabilities
                    of the Depositor

                	
                  88

                
	
                  Section
                    6.02

                	
                  Merger
                    or Consolidation of the Depositor

                	
                  88

                
	
                  Section
                    6.03

                	
                  Limitation
                    on Liability of the Depositor and Others.

                	
                  89

                
	 	 	 
	
                  ARTICLE
                    VII

                
	 	 	 
	
                  DEFAULT

                
	 	 	 
	
                  Section
                    7.01

                	
                  Master
                    Servicer to Act; Appointment of Successor

                	
                  89

                
	
                  Section
                    7.02

                	
                  Notification
                    to Certificateholders

                	
                  92

                
	 	 	 
	
                  ARTICLE
                    VIII

                
	 	 	 
	
                  CONCERNING
                    THE TRUSTEE

                
	 
	
                  Section
                    8.01

                	
                  Duties
                    of the Trustee

                	
                  92

                
	
                  Section
                    8.02

                	
                  Certain
                    Matters Affecting the Trustee

                	
                  93

                
	
                  Section
                    8.03

                	
                  Trustee
                    Not Liable for Certificates or Mortgage Loans

                	
                  94

                
	
                  Section
                    8.04

                	
                  Trustee
                    May Own Certificates

                	
                  95

                
	
                  Section
                    8.05

                	
                  Trustee’s
                    Fees Indemnification and Expenses

                	
                  95

                
	
                  Section
                    8.06

                	
                  Eligibility
                    Requirements for the Trustee

                	
                  96

                
	
                  Section
                    8.07

                	
                  Resignation
                    and Removal of the Trustee

                	
                  96

                
	
                  Section
                    8.08

                	
                  Successor
                    Trustee

                	
                  97

                
	
                  Section
                    8.09

                	
                  Merger
                    or Consolidation of the Trustee

                	
                  98

                
	
                  Section
                    8.10

                	
                  Appointment
                    of Co-Trustee or Separate Trustee

                	
                  98

                
	
                  Section
                    8.11

                	
                  Tax
                    Matters

                	
                  99

                
	
                  Section
                    8.12

                	
                  Commission
                    Reporting

                	
                  103

                
	
                  Section
                    8.13

                	
                  Tax
                    Classification of the Excess Reserve Fund Account and the Supplemental
                    Interest Trust

                	
                  110

                


        

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

        
          	
                  ARTICLE
                    IX

                
	 
	
                  ADMINISTRATION
                    OF THE MORTGAGE LOANS

                
	
                  BY
                    THE MASTER SERVICER

                
	 	 	 
	
                  Section
                    9.01

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

                	
                  110

                
	
                  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

                	
                  112

                
	
                  Section
                    9.06

                	
                  Master
                    Servicer Events of Default

                	
                  113

                
	
                  Section
                    9.07

                	
                  Waiver
                    of Default.

                	
                  115

                
	
                  Section
                    9.08

                	
                  Successor
                    to the Master Servicer.

                	
                  115

                
	
                  Section
                    9.09

                	
                  [Reserved]

                	
                  116

                
	
                  Section
                    9.10

                	
                  Merger
                    or Consolidation.

                	
                  116

                
	
                  Section
                    9.11

                	
                  Resignation
                    of the Master Servicer.

                	
                  117

                
	
                  Section
                    9.12

                	
                  Assignment
                    or Delegation of Duties by the Master Servicer.

                	
                  117

                
	
                  Section
                    9.13

                	
                  Limitation
                    on Liability of the Master Servicer.

                	
                  117

                
	
                  Section
                    9.14

                	
                  Indemnification;
                    Third Party Claims.

                	
                  118

                
	
                  Section
                    9.15

                	
                  Duties
                    of the Credit Risk Manager.

                	
                  118

                
	
                  Section
                    9.16

                	
                  Limitation
                    Upon Liability of the Credit Risk Manager.

                	
                  119

                
	
                  Section
                    9.17

                	
                  Removal
                    and Resignation of Credit Risk Manager.

                	
                  120

                
	 	 	 
	
                  ARTICLE
                    X

                
	 	 	 
	
                  CONCERNING
                    THE SECURITIES ADMINISTRATOR

                
	 	 	 
	
                  Section
                    10.01

                	
                  Duties
                    of Securities Administrator.

                	
                  120

                
	
                  Section
                    10.02

                	
                  Certain
                    Matters Affecting the Securities Administrator.

                	
                  121

                
	
                  Section
                    10.03

                	
                  Securities
                    Administrator Not Liable for Certificates or Mortgage
                    Loans.

                	
                  123

                
	
                  Section
                    10.04

                	
                  Securities
                    Administrator May Own Certificates.

                	
                  124

                
	
                  Section
                    10.05

                	
                  Securities
                    Administrator’s Fees and Expenses.

                	
                  124

                
	
                  Section
                    10.06

                	
                  Eligibility
                    Requirements for Securities Administrator.

                	
                  125

                
	
                  Section
                    10.07

                	
                  Resignation
                    and Removal of Securities Administrator.

                	
                  125

                
	
                  Section
                    10.08

                	
                  Successor
                    Securities Administrator.

                	
                  126

                
	
                  Section
                    10.09

                	
                  Merger
                    or Consolidation of Securities Administrator.

                	
                  127

                
	
                  Section
                    10.10

                	
                  Assignment
                    or Delegation of Duties by the Securities Administrator.

                	
                  127

                


        

         

        
          
            
            

          

          
            -iii-

            
              

            

          

          
            
            

          

        

        
          	
                  ARTICLE
                    XI

                
	 	 	 
	
                  TERMINATION

                
	 	 	 
	
                  Section
                    11.01

                	
                  Termination
                    upon Liquidation or Purchase of the Mortgage Loans

                	
                  128

                
	
                  Section
                    11.02

                	
                  Final
                    Distribution on the Certificates

                	
                  128

                
	
                  Section
                    11.03

                	
                  Additional
                    Termination Requirements

                	
                  130

                
	 	 	 
	
                  ARTICLE
                    XII

                
	 	 	 
	
                  MISCELLANEOUS
                    PROVISIONS

                
	 
	
                  Section
                    12.01

                	
                  Amendment

                	
                  130

                
	
                  Section
                    12.02

                	
                  Recordation
                    of Agreement; Counterparts

                	
                  132

                
	
                  Section
                    12.03

                	
                  Governing
                    Law

                	
                  133

                
	
                  Section
                    12.04

                	
                  Intention
                    of Parties

                	
                  133

                
	
                  Section
                    12.05

                	
                  Notices

                	
                  134

                
	
                  Section
                    12.06

                	
                  Severability
                    of Provisions

                	
                  135

                
	
                  Section
                    12.07

                	
                  Limitation
                    on Rights of Certificateholders

                	
                  135

                
	
                  Section
                    12.08

                	
                  Certificates
                    Nonassessable and Fully Paid

                	
                  136

                
	
                  Section
                    12.09

                	
                  Rule of
                    Construction

                	
                  136

                
	
                  Section
                    12.10

                	
                  Waiver
                    of Jury Trial

                	
                  136

                


        

      

    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    
      SCHEDULES

      


      
        	
                Schedule I

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  II

              	
                Projected
                  Aggregate Scheduled Principal Balance of Forty-Year Mortgage
                  Loans

              


      

       

      EXHIBITS

      
        	
                Exhibit A

              	
                Form
                  of Class A and Class M Certificates

              
	
                Exhibit B

              	
                Form
                  of Class P Certificate

              
	
                Exhibit C

              	
                Form
                  of Class R Certificate

              
	
                Exhibit D

              	
                Form
                  of Class X Certificate

              
	
                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-A

              	
                Form
                  of Rule 144A Investment Letter

              
	
                Exhibit
                  I-B

              	
                Form
                  of Regulation S 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 by Master Servicer
                  (or
                  other Certification Party) signing Form 10-K

              
	
                Exhibit M

              	
                List
                  of Servicing Agreements

              
	
                Exhibit
                  N

              	
                Form
                  of Servicing Function Participant Back-Up Sarbanes-Oxley
                  Certification

              
	
                Exhibit
                  O

              	
                Form
                  of Swap Agreement

              
	
                Exhibit
                  P 

              	
                Form
                  of Cap Agreement

              
	
                Exhibit
                  Q

              	
                [Reserved]

              
	
                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

              	
                Class
                  Notional Balance Schedule for Class A-IO
                  Certificates

              


      

       

      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

    

    

      THIS
        POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006, among HSI
        ASSET
        SECURITIZATION CORPORATION, as depositor (the “Depositor”),
        WELLS
        FARGO BANK, N.A., a national banking association, as custodian (in such
        capacity, “the Custodian”),
        CITIMORTGAGE, INC., as master servicer (the “Master
        Servicer”),
        CITIBANK, N.A., as securities administrator (the “Securities
        Administrator”),
        OFFICETIGER GLOBAL REAL ESTATE SERVICES INC., as credit risk manager (the
        “Credit
        Risk Manager”),
        and
        DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as
        trustee
        (the “Trustee”).

       

      W I T N E S S E T H:

       

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

       

      PRELIMINARY
        STATEMENT

       

      The
        Securities Administrator on behalf of the Trust Fund (exclusive of (i) the
        Swap
        Agreement, (ii) the Cap Agreement (iii) the right to receive and the obligation
        to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account,
        (v)
        the Supplemental Interest Trust and the Supplemental Interest Trust Account
        (vi)
        the Final Maturity Reserve Trust, and (vii) the obligation to pay Class I
        Shortfalls (collectively, the “Excluded
        Trust Assets”))
        shall
        elect that two segregated asset pools within the Trust Fund be treated for
        federal income tax purposes as comprising four real estate mortgage investment
        conduits under Section 860D of the Code (each a “REMIC”
or,
        in
        the alternative, “REMIC
        1,”
        REMIC
        2,”
“REMIC
        3” and “REMIC
        4,”;
        REMIC
        4 also being referred to herein as the “Upper
        Tier REMIC.”)
        Any
        inconsistencies or ambiguities in this Agreement or in the administration
        of
        this Agreement shall be resolved in a manner that preserves the validity
        of such
        REMIC election. 

       

      Each
        Certificate, other than the Class R Certificates, represents ownership of
        a
        regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.
        In addition, each Certificate, other than the Class R, Class X and Class
        P
        Certificates, represents (i) the right to receive payments with respect to
        any
        Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls.
        The Class R Certificate represents ownership of the sole Class of residual
        interest in each of REMIC 1, REMIC 2, REMIC 3 and the Upper Tier REMIC for
        purposes of the REMIC Provisions.

       

      The
        Upper Tier REMIC shall hold as its assets the uncertificated Lower Tier
        Interests in REMIC 3, other than the Class LT3-R interest, and each such
        Lower
        Tier Interest is hereby designated as a regular interest in REMIC 3 for purposes
        of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated
        Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and
        each
        such Lower Tier Interest is hereby designated as a regular interest in REMIC
        2.
        REMIC 2 shall hold as its assets the uncertificated Lower Tier Interests
        in
        REMIC 1, other than the Class LT1-R interest, and each such Lower Tier Interest
        is hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold
        as its
        assets the property of the Trust Fund other than the Lower Tier Interests
        in
        REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      REMIC
        1:

       

      The
        following table sets forth the designations, principal balances and interest
        rates for each interest in REMIC 1, each of which (other than the Class LT1-R
        Lower Tier Interest) is hereby designated as a regular interest in REMIC
        1 (the
“REMIC 1 Regular Interests”):

      

        
          	
                  Class
                    Designation

                	
                  Initial
                    Principal Balance

                	
                  Interest
                    Rate

                
	
                  LT1-A

                	
                  $
                    55,863,283.78 

                	
                  (1)

                
	
                  LT1-F1

                	
                  $
                    11,127,871.50 

                	
                  (2)

                
	
                  LT1-V1

                	
                  $
                    11,127,871.50 

                	
                  (3)

                
	
                  LT1-F2

                	
                  $
                    13,397,393.00 

                	
                  (2)

                
	
                  LT1-V2

                	
                  $
                    13,397,393.00 

                	
                  (3)

                
	
                  LT1-F3

                	
                  $
                    15,660,672.50 

                	
                  (2)

                
	
                  LT1-V3

                	
                  $
                    15,660,672.50 

                	
                  (3)

                
	
                  LT1-F4

                	
                  $
                    17,894,881.50 

                	
                  (2)

                
	
                  LT1-V4

                	
                  $
                    17,894,881.50 

                	
                  (3)

                
	
                  LT1-F5

                	
                  $
                    20,076,576.50 

                	
                  (2)

                
	
                  LT1-V5

                	
                  $
                    20,076,576.50 

                	
                  (3)

                
	
                  LT1-F6

                	
                  $
                    22,180,795.00 

                	
                  (2)

                
	
                  LT1-V6

                	
                  $
                    22,180,795.00 

                	
                  (3)

                
	
                  LT1-F7

                	
                  $
                    24,179,981.50 

                	
                  (2)

                
	
                  LT1-V7

                	
                  $
                    24,179,981.50 

                	
                  (3)

                
	
                  LT1-F8

                	
                  $
                    26,052,736.00 

                	
                  (2)

                
	
                  LT1-V8

                	
                  $
                    26,052,736.00 

                	
                  (3)

                
	
                  LT1-F9

                	
                  $
                    27,720,679.50 

                	
                  (2)

                
	
                  LT1-V9

                	
                  $
                    27,720,679.50 

                	
                  (3)

                
	
                  LT1-F10

                	
                  $
                    26,654,767.50 

                	
                  (2)

                
	
                  LT1-V10

                	
                  $
                    26,654,767.50 

                	
                  (3)

                
	
                  LT1-F11

                	
                  $
                    25,377,210.50 

                	
                  (2)

                
	
                  LT1-V11

                	
                  $
                    25,377,210.50 

                	
                  (3)

                
	
                  LT1-F12

                	
                  $
                    24,159,569.00 

                	
                  (2)

                
	
                  LT1-V12

                	
                  $
                    24,159,569.00 

                	
                  (3)

                
	
                  LT1-F13

                	
                  $
                    23,000,414.50 

                	
                  (2)

                
	
                  LT1-V13

                	
                  $
                    23,000,414.50 

                	
                  (3)

                
	
                  LT1-F14

                	
                  $
                    21,896,934.00 

                	
                  (2)

                
	
                  LT1-V14

                	
                  $
                    21,896,934.00 

                	
                  (3)

                
	
                  LT1-F15

                	
                  $
                    20,846,441.50 

                	
                  (2)

                
	
                  LT1-V15

                	
                  $
                    20,846,441.50 

                	
                  (3)

                
	
                  LT1-F16

                	
                  $
                    19,849,408.00 

                	
                  (2)

                
	
                  LT1-V16

                	
                  $
                    19,849,408.00 

                	
                  (3)

                
	
                  LT1-F17

                	
                  $
                    18,896,917.50 

                	
                  (2)

                
	
                  LT1-V17

                	
                  $
                    18,896,917.50 

                	
                  (3)

                
	
                  LT1-F18

                	
                  $
                    17,990,202.00 

                	
                  (2)

                
	
                  LT1-V18

                	
                  $
                    17,990,202.00 

                	
                  (3)

                
	
                  LT1-F19

                	
                  $
                    17,199,494.00 

                	
                  (2)

                


        

         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

        
          	
                  Class
                    Designation

                	
                  Initial
                    Principal Balance

                	
                  Interest
                    Rate

                


        

        
          	
                  LT1-V19

                	
                  $
                    17,199,494.00 

                	
                  (3)

                
	
                  LT1-F20

                	
                  $
                    28,861,751.00 

                	
                  (2)

                
	
                  LT1-V20

                	
                  $
                    28,861,751.00 

                	
                  (3)

                
	
                  LT1-F21

                	
                  $
                    27,500,525.00 

                	
                  (2)

                
	
                  LT1-V21

                	
                  $
                    27,500,525.00 

                	
                  (3)

                
	
                  LT1-F22

                	
                  $
                    24,777,383.00 

                	
                  (2)

                
	
                  LT1-V22

                	
                  $
                    24,777,383.00 

                	
                  (3)

                
	
                  LT1-F23

                	
                  $
                    22,349,388.00 

                	
                  (2)

                
	
                  LT1-V23

                	
                  $
                    22,349,388.00 

                	
                  (3)

                
	
                  LT1-F24

                	
                  $
                    20,146,217.00 

                	
                  (2)

                
	
                  LT1-V24

                	
                  $
                    20,146,217.00 

                	
                  (3)

                
	
                  LT1-F25

                	
                  $
                    12,554,128.00 

                	
                  (2)

                
	
                  LT1-V25

                	
                  $
                    12,554,128.00 

                	
                  (3)

                
	
                  LT1-F26

                	
                  $
                    11,136,843.50 

                	
                  (2)

                
	
                  LT1-V26

                	
                  $
                    11,136,843.50 

                	
                  (3)

                
	
                  LT1-F27

                	
                  $
                    10,580,852.50 

                	
                  (2)

                
	
                  LT1-V27

                	
                  $
                    10,580,852.50 

                	
                  (3)

                
	
                  LT1-F28

                	
                  $
                    11,232,358.50 

                	
                  (2)

                
	
                  LT1-V28

                	
                  $
                    11,232,358.50 

                	
                  (3)

                
	
                  LT1-F29

                	
                  $
                    10,512,551.00 

                	
                  (2)

                
	
                  LT1-V29

                	
                  $
                    10,512,551.00 

                	
                  (3)

                
	
                  LT1-F30

                	
                  $
                    9,805,816.00 

                	
                  (2)

                
	
                  LT1-V30

                	
                  $
                    9,805,816.00 

                	
                  (3)

                
	
                  LT1-F31

                	
                  $
                    9,151,931.50 

                	
                  (2)

                
	
                  LT1-V31

                	
                  $
                    9,151,931.50 

                	
                  (3)

                
	
                  LT1-F32

                	
                  $
                    8,540,999.50 

                	
                  (2)

                
	
                  LT1-V32

                	
                  $
                    8,540,999.50 

                	
                  (3)

                
	
                  LT1-F33

                	
                  $
                    7,979,845.00 

                	
                  (2)

                
	
                  LT1-V33

                	
                  $
                    7,979,845.00 

                	
                  (3)

                
	
                  LT1-F34

                	
                  $
                    7,435,671.50 

                	
                  (2)

                
	
                  LT1-V34

                	
                  $
                    7,435,671.50 

                	
                  (3)

                
	
                  LT1-F35

                	
                  $
                    6,508,445.00 

                	
                  (2)

                
	
                  LT1-V35

                	
                  $
                    6,508,445.00 

                	
                  (3)

                
	
                  LT1-F36

                	
                  $
                    6,127,170.00 

                	
                  (2)

                
	
                  LT1-V36

                	
                  $
                    6,127,170.00 

                	
                  (3)

                
	
                  LT1-F37

                	
                  $
                    5,783,182.50 

                	
                  (2)

                
	
                  LT1-V37

                	
                  $
                    5,783,182.50 

                	
                  (3)

                
	
                  LT1-F38

                	
                  $
                    5,458,808.00 

                	
                  (2)

                
	
                  LT1-V38

                	
                  $
                    5,458,808.00 

                	
                  (3)

                
	
                  LT1-F39

                	
                  $
                    5,152,909.50 

                	
                  (2)

                
	
                  LT1-V39

                	
                  $
                    5,152,909.50 

                	
                  (3)

                
	
                  LT1-F40

                	
                  $
                    4,864,373.00 

                	
                  (2)

                
	
                  LT1-V40

                	
                  $
                    4,864,373.00 

                	
                  (3)

                
	
                  LT1-F41

                	
                  $
                    4,592,303.50 

                	
                  (2)

                


        

         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

        
          	
                  Class
                    Designation

                	
                  Initial
                    Principal Balance

                	
                  Interest
                    Rate

                


        

        
          	
                  LT1-V41

                	
                  $
                    4,592,303.50 

                	
                  (3)

                
	
                  LT1-F42

                	
                  $
                    4,335,704.00 

                	
                  (2)

                
	
                  LT1-V42

                	
                  $
                    4,335,704.00 

                	
                  (3)

                
	
                  LT1-F43

                	
                  $
                    74,833,545.50 

                	
                  (2)

                
	
                  LT1-V43

                	
                  $
                    74,833,545.50 

                	
                  (3)

                
	
                  LT1-R

                	
                  (4)

                	
                  (4)

                


        

      

       

      
        	 	
                (1)

              	
                For
                  any Distribution Date (and the related Interest Accrual Period)
                  the
                  interest rate for the Class LT1-A Interest shall be the Net WAC
                  Rate.
                  

              


      

       

      
        	 	
                (2)

              	
                For
                  any Distribution Date (and the related Interest Accrual Period)
                  the
                  interest rate for each of these Lower Tier Interests shall be the
                  lesser
                  of (i) 10.20% and (ii) the product of (a) the Net WAC Rate and
                  (b)
                  2.

              


      

       

      
        	 	
                (3)

              	
                For
                  any Distribution Date (and the related Interest Accrual Period)
                  the
                  interest rate for each of these Lower Tier Interests shall be the
                  excess,
                  if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over
                  (ii)
                  10.20%.

              


      

       

      
        	 	
                (4)

              	
                The
                  Class LT1-R interest shall not have a principal amount and shall
                  not bear
                  interest. The Class LT1-R interest is hereby designated as the
                  sole class
                  of residual interest in REMIC 1.

              


      

       

      On
        each
        Distribution Date, the Securities Administrator shall first pay or charge
        as an
        expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date,
        other than any Net Swap Payment or Swap Termination Payment required to be
        made
        from the Trust Fund.

       

      On
        each
        Distribution Date the Securities Administrator shall distribute the Interest
        Remittance Amount (net of expenses described in the preceding paragraph)
        with
        respect to each of the Lower Tier Interests in REMIC 1 based on the
        above-described interest rates.

       

      On
        each
        Distribution Date, the Securities Administrator shall distribute the Principal
        Remittance Amount with respect to the Lower Tier Interests in REMIC 1, first
        to
        the Class LT1-A Interest until its principal balance is reduced to zero,
        and
        then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending
        order of their numerical class designation, and, with respect to each pair
        of
        classes having the same numerical designation, in equal amounts to each such
        class, until the principal balance of each such class is reduced to zero.
        All
        losses on the Mortgage Loans shall be allocated among the Lower Tier Interests
        in REMIC 1 in the same manner that principal distributions are
        allocated.

       

      On
        each
        Distribution Date, the Securities Administrator shall distribute the Prepayment
        Charges collected during the preceding Prepayment Period to the Class LT1-V43
        Lower Tier Interests. 

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

    

    
      REMIC
        2:

       

      The
        following table sets forth the designations, principal balances, and interest
        rates for each interest in REMIC 2, each of which (other than the LT2-R
        Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2
        Regular Interests”):


       

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                Interest
                  Rate

              
	
                LT2-1A-IO

              	 	
                $
                  76,232,000.00 

              	 	
                (1)

              
	
                LT2-2A-IO

              	 	
                $
                  76,232,000.00 

              	 	
                (1)

              
	
                LT2-3A-IO

              	 	
                $
                  228,695,000.00 

              	 	
                (1)

              
	
                LT2-Pool

              	 	
                (2)

              	 	
                (1)

              
	
                LT2-IO-Swap

              	 	
                (3)

              	 	
                (3)

              
	
                LT2-R

              	 	
                (4)

              	 	
                (4)

              


      

      


      
        	(1)	
                For
                  any Distribution Date (and the related Accrual Period) the interest
                  rate
                  for each of these REMIC 2 Regular Interests is a per annum rate
                  equal to
                  the weighted average of the interest rates on the Lower Tier Interests
                  in
                  REMIC 1 for such Distribution Date, provided,
                  however, that
                  (i) for any Distribution Date on which the LT2-IO-Swap Interest
                  is
                  entitled to a portion of the interest accruals on the Lower Tier
                  Interests
                  in REMIC 1 with an “F “ in its designation, as described in footnote three
                  below, such weighted average shall be computed by first subjecting
                  the
                  rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap
                  LIBOR
                  for such Distribution Date.

              


      

       

      
        	(2)	
                This
                  interest shall have an initial principal balance equal to the excess
                  of
                  (a) the aggregate Principal Balance of the Mortgage Loans as of
                  the
                  Cut-off Date over (b) the sum of the initial principal balances
                  of the
                  interests in REMIC 2 containing the letters “A-IO” in their class
                  designations.

              


      

       

      
        	(3)	
                The
                  LT2-IO-Swap Interest is an interest only class that does not have
                  a
                  principal balance. For only those Distribution Dates listed in
                  the first
                  column in the table below, the LT2-IO-Swap Interest shall be entitled
                  to
                  interest accrued on the Lower Tier Interest in REMIC 1 listed in
                  the
                  second column in the table below, at a per annum rate equal to
                  the excess,
                  if any, of (i) the interest rate for such Lower Tier Interest in
                  REMIC 1
                  for such Distribution Date over (ii) Swap LIBOR for such Distribution
                  Date.

              


      

       

      
        	
                Distribution
                  Dates

              	 	
                REMIC
                  

                1
                  Class Designation

              
	
                2

              	 	
                Class
                  LT1-F1

              
	
                2-3

              	 	
                Class
                  LT1-F2

              
	
                2-4

              	 	
                Class
                  LT1-F3

              
	
                2-5

              	 	
                Class
                  LT1-F4

              
	
                2-6

              	 	
                Class
                  LT1-F5

              
	
                2-7

              	 	
                Class
                  LT1-F6

              
	
                2-8

              	 	
                Class
                  LT1-F7

              
	
                2-9

              	 	
                Class
                  LT1-F8

              
	
                2-10

              	 	
                Class
                  LT1-F9

              
	
                2-11

              	 	
                Class
                  LT1-F10

              
	
                2-12

              	 	
                Class
                  LT1-F11

              
	
                2-13

              	 	
                Class
                  LT1-F12

              
	
                2-14

              	 	
                Class
                  LT1-F13

              
	
                2-15

              	 	
                Class
                  LT1-F14

              
	
                2-16

              	 	
                Class
                  LT1-F15

              
	
                2-17

              	 	
                Class
                  LT1-F16

              
	
                2-18

              	 	
                Class
                  LT1-F17

              
	
                2-19

              	 	
                Class
                  LT1-F18

              


      

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      
        	
                Distribution
                  Dates

              	 	
                REMIC
                  

                1
                  Class Designation

              


      

      
        	
                2-20

              	 	
                Class
                  LT1-F19

              
	
                2-21

              	 	
                Class
                  LT1-F20

              
	
                2-22

              	 	
                Class
                  LT1-F21

              
	
                2-23

              	 	
                Class
                  LT1-F22

              
	
                2-24

              	 	
                Class
                  LT1-F23

              
	
                2-25

              	 	
                Class
                  LT1-F24

              
	
                2-26

              	 	
                Class
                  LT1-F25

              
	
                2-27

              	 	
                Class
                  LT1-F26

              
	
                2-28

              	 	
                Class
                  LT1-F27

              
	
                2-29

              	 	
                Class
                  LT1-F28

              
	
                2-30

              	 	
                Class
                  LT1-F29

              
	
                2-31

              	 	
                Class
                  LT1-F30

              
	
                2-32

              	 	
                Class
                  LT1-F31

              
	
                2-33

              	 	
                Class
                  LT1-F32

              
	
                2-34

              	 	
                Class
                  LT1-F33

              
	
                2-35

              	 	
                Class
                  LT1-F34

              
	
                2-36

              	 	
                Class
                  LT1-F35

              
	
                2-37

              	 	
                Class
                  LT1-F36

              
	
                2-38

              	 	
                Class
                  LT1-F37

              
	
                2-39

              	 	
                Class
                  LT1-F38

              
	
                2-40

              	 	
                Class
                  LT1-F39

              
	
                2-41

              	 	
                Class
                  LT1-F40

              
	
                2-42

              	 	
                Class
                  LT1-F41

              
	
                2-43

              	 	
                Class
                  LT1-F42

              
	
                2-44

              	 	
                Class
                  LT1-F43

              


      

       

      
        	(4)	
                The
                  LT2-R Interest shall not have a principal amount and shall not
                  bear
                  interest. The LT2-R interest is hereby designated as the sole class
                  of
                  residual interest in REMIC 2.

              


      

       

      On
        each
        Distribution Date, interest distributable in respect of the REMIC 1 Interests
        for such Distribution Date shall be distributed to the Interests in REMIC
        2 at
        the rates shown above.

       

      On
        each
        Distribution Date, all Realized Losses and all payments of principal in respect
        of the Mortgage Loans shall be allocated to the LT2-Pool Interest until the
        principal balance of such Interest is reduced to zero, and then to the Interests
        having the letters “A-IO” in their Class designation in ascending order of their
        numerical designation until the principal balance of each such Interest is
        reduced to zero.

       

      On
        each
        Distribution Date, the Securities Administrator shall distribute the Prepayment
        Charges collected during the preceding Prepayment Period to the LT2-3A-IO
        Interest. 

       

      REMIC
        3:

       

      The
        following table sets forth the designations, principal balances, and interest
        rates for each interest in REMIC 3, each of which (other than the LT3-R
        Interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3
        Regular Interests”):

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Class
                  Designation

              	
                Initial
                  Principal Balance

              	
                Interest
                  Rate

              	
                Corresponding
                  Class of Certificates

              
	
                LT3-I-A

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                I-A

              
	
                LT3-II-A-1

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                II-A-1

              
	
                LT3-II-A-2

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                II-A-2

              
	
                LT3-II-A-3

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                II-A-3

              
	
                LT3-II-A-4

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                II-A-4

              
	
                LT3-M-1
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-1

              
	
                LT3-M-2
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-2

              
	
                LT3-M-3
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-3

              
	
                LT3-M-4
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-4

              
	
                LT3-M-5
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-5

              
	
                LT3-M-6
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-6

              
	
                LT3-M-7
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-7

              
	
                LT3-M-8
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-8

              
	
                LT3-M-9
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-9

              
	
                LT3-M-10
                  

              	
                1⁄2
                  Corresponding Class balance

              	
                (1)

              	
                M-10

              
	
                LT3-Q

              	
                (2)

              	
                (1)

              	
                X

              
	
                LT3-A-IO

              	
                (3)

              	
                (3)

              	
                A-IO

              
	
                LT3-IO-Swap

              	
                (4)

              	
                (4)

              	
                N/A

              
	
                LT3-R

              	
                (5)

              	
                (5)

              	
                R

              
	
                LT3-Reserve-IO

              	
                (6)

              	
                (6)

              	
                N/A

              


      

       

      
        	(1)	
                This
                  interest rate with respect to any Distribution Date (and the related
                  Accrual Period) for each of these REMIC 3 Regular Interests is
                  a per annum
                  rate equal to the greater of (i) 0.00% and (ii) the weighted average
                  of the interest rates on each REMIC 2 Interest having an “A-IO” in its
                  designation and the LT2-Pool Interest, computed after (i) reducing
                  the
                  rate payable on each such REMIC 2 Interest having an “A-IO” in its Class
                  designation by 1.50% for any Distribution Date on which interest
                  is
                  payable on the Class LT-3-A-IO Interest (as described in footnote
                  (3)
                  below) and (ii) reducing the rate payable on each such REMIC 2
                  Interest
                  having an “A-IO” or “Pool” in its Class designation by 0.80% for any
                  Distribution Date on which the LT3-Reserve-IO Interest is entitled
                  to
                  receive interest (as described in footnote (6)
                  below).

              


      

       

      
        
          	(2)	
                  Thisinterest
                    shall have an initial principal balance equal to the excess of
                    (a) the
                    aggregate Principal Balance of the Mortgage Loans as of the Cut-off
                    Date
                    over (b) the sum of the initial principal balances of the interests
                    in
                    REMIC 3 (other than any interest-only
                    classes).

                


        

      

       

      
        	(3)	
                This
                  REMIC 3 Interest is an interest-only Interest and does not have
                  a
                  principal balance. For each Distribution Date on the chart below,
                  this
                  REMIC 3 Interest shall be entitled to interest payable on the REMIC
                  2
                  Interest corresponding to such Distribution Dates at a rate equal
                  to the
                  lesser of (i) 1.50% and (ii) the interest rate of the REMIC 2 Interest
                  corresponding to such Distribution Date.


              


      

       

      
        	
                 

                Distribution
                  Date occurring in

              	 	
                Corresponding
                  

                REMIC
                  2 Interest

              
	
                December
                  2006 - May 2007

              	 	
                LT2-1A-IO
                  - LT2-3A-IO

              
	
                June
                  2007 - November 2007

              	 	
                LT2-2A-IO
                  - LT2-3A-IO

              
	
                December
                  2007 - February 2008

              	 	
                LT2-3A-IO

              


      

       

      
        	(4)	
                The
                  LT3-IO-Swap Interest shall not have a principal balance, but shall
                  be
                  entitled to receive, on each Distribution Date, 100% of the interest
                  distributable on the Class LT2-IO-Swap Interest in REMIC 2.
                  

              


      

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      
        	(5)	
                The
                  LT3-R Interest shall not have a principal amount and shall not
                  bear
                  interest. The LT3-R interest is hereby designated as the sole class
                  of
                  residual interest in REMIC 3.

              


      

       

      
        
          	(6)	
                  TheClass
                    LT2-Reserve-IO Interest is an interest-only class that does not
                    have a
                    principal balance. For only those Distribution Dates on or after
                    the
                    Distribution Date in December 2016 to and including the Distribution
                    Date
                    in December 2036, the Class LT2-Reserve-IO Interest shall have
                    a notional
                    principal balance equal to the aggregate Stated Principal Balance
                    of the
                    Mortgage Loans having an original term to maturity of 40 years
                    and shall
                    accrue interest on such notional principal balance at a per annum
                    rate of
                    0.80%.

                


        

      

       

      On
        each Distribution Date, interest distributable in respect of the REMIC 2
        Regular
        Interests shall be distributed with respect to each of the Interests in REMIC
        3
        based on the above-described interest rates, provided, however,
        that interest that accrues on the LT3-Q Interest shall be deferred to the
        extent
        necessary to make the principal distributions described in priority (i) below
        for such Distribution Date. Any interest so deferred shall itself bear interest
        at the interest rate for the LT3-Q Interest.

       

      On
        each Distribution Date, the principal distributed on the REMIC 2 Regular
        Interests (together with an amount equal to the interest deferred on the
        Class
        LT3-Q Interest for such Distribution Date) shall be distributed, and Realized
        Losses shall be allocated, among the Interests in REMIC 3 in the following
        order
        of priority:

       

      (i) first,
        to
        each interest in REMIC 3 having a Corresponding Class in REMIC 4 (other than
        a
        REMIC 3 interest having an “A-IO” in its class designation) until the
        outstanding principal amount of each such interest equals one-half of the
        outstanding principal amount of the Corresponding Class of Certificates for
        such
        interest immediately after such Distribution Date;

       

      (ii) finally,
        to the Class LT3-Q Interest, any remaining amounts.

       

      On
        each
Distribution
        Date,
        the Securities Administrator shall distribute the Prepayment Charges collected
        during the preceding Prepayment Period to the LT3-Q Interest

       

      Upper
        Tier REMIC

       

      The
        Upper
        Tier REMIC shall issue the following Classes of Upper Tier REMIC Regular
        Interests and each such interest, other than the Class R Interest, is hereby
        designated as a regular interest in the Upper Tier REMIC.

    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    
      Upper
        Tier REMIC

       

      
        	
                 

                Upper
                  Tier REMIC

                Class Designation

              	 	
                Upper
                  Tier REMIC Interest Rate and Corresponding Class Interest
                  Rate

              	 	
                Initial
                  Upper Tier REMIC Principal Amount and Corresponding Class Certificate
                  Balance or Class Notional Balance

              	 	
                Corresponding
                  Class of
                  Certificates

              
	
                Class I-A

              	 	
                (1)

              	 	
                $384,335,000.00

              	 	
                Class I-A(11)

              
	
                Class II-A-1

              	 	
                (2)

              	 	
                $442,587,000.00

              	 	
                Class II-A-1(11)

              
	
                Class II-A-2

              	 	
                (3)

              	 	
                $128,811,000.00

              	 	
                Class II-A-2(11)

              
	
                Class II-A-3

              	 	
                (4)

              	 	
                $224,585,000.00

              	 	
                Class II-A-3(11)

              
	
                Class II-A-4

              	 	
                (5)

              	 	
                $
                  63,784,000.00

              	 	
                Class II-A-4(11)

              
	
                Class A-IO

              	 	
                (6)

              	 	
                $381,159,000.00

              	 	
                Class A-IO(11)

              
	
                Class M-1

              	 	
                (7)

              	 	
                $
                  53,362,000.00

              	 	
                Class M-1(11)

              
	
                Class M-2

              	 	
                (7)

              	 	
                $
                  47,263,000.00

              	 	
                Class M-2(11)

              
	
                Class M-3

              	 	
                (7)

              	 	
                $
                  28,207,000.00

              	 	
                Class M-3(11)

              
	
                Class M-4

              	 	
                (7)

              	 	
                $
                  25,156,000.00

              	 	
                Class M-4(11)

              
	
                Class M-5

              	 	
                (7)

              	 	
                $
                  22,870,000.00

              	 	
                Class M-5(11)

              
	
                Class M-6

              	 	
                (7)

              	 	
                $
                  23,632,000.00

              	 	
                Class M-6(11)

              
	
                Class M-7

              	 	
                (7)

              	 	
                $
                  21,345,000.00

              	 	
                Class M-7(11)

              
	
                Class M-8

              	 	
                (7)

              	 	
                $
                  14,484,000.00

              	 	
                Class M-8(11)

              
	
                Class M-9

              	 	
                (7)

              	 	
                $
                  8,385,000.00

              	 	
                Class M-9(11)

              
	
                Class M-10

              	 	
                (7)

              	 	
                $
                  12,197,000.00

              	 	
                Class M-10(11)

              
	
                Class X

              	 	
                (8)

              	 	
                (8)

              	 	
                Class X

              
	
                Class R

              	 	
                (9)

              	 	
                (9)

              	 	
                Class R

              
	
                Class P

              	 	
                (10)

              	 	
                (10)

              	 	
                Class
                  P

              


      

       

      
        	
                (1)

              	
                The
                  Class I-A Interest will bear interest during each Interest Accrual
                  Period at a per annum rate equal to (a) on or prior to the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Interest Margin and (ii) the Group I Available Funds Cap or
                  (b) after the Optional Termination Date, the lesser of (i) LIBOR
                  plus the applicable Interest Margin and (ii) the Group I
                  Available Funds Cap. For purposes of the REMIC Provisions, the
                  reference
                  to “Group I Available Funds Cap” in clause (ii) of the preceding sentence
                  shall be deemed a reference to the REMIC 3 Net Funds Cap; therefore,
                  on
                  any Distribution Date on which the Interest Rate for the Class
                  I-A
                  Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class I-A Certificates
                  is based on the Group I Available Funds Cap, the amount of interest
                  that
                  would have accrued on the Class I-A Certificates if the REMIC 3
                  Net Funds
                  Cap were substituted for the Group I Available Funds Cap shall
                  be treated
                  as having been paid by the Class I-A Certificateholders to the
                  Supplemental Interest Trust, all pursuant to and as further provided
                  in
                  Section 8.11 hereof.

              


      

       

      
        	
                (2)

              	
                The
                  Class II-A-1 Interest will bear interest during each Interest Accrual
                  Period at a per annum rate equal to (a) on or prior to the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Interest Margin and (ii) the Group II Available Funds Cap or
                  (b) after the Optional Termination Date, the lesser of (i) LIBOR
                  plus the applicable Interest Margin and (ii) the Group II Available
                  Funds Cap. For purposes of the REMIC Provisions, the reference
                  to “Group
                  II Available Funds Cap” in clause (ii) of the preceding sentence shall be
                  deemed a reference to the REMIC 3 Net Funds Cap; therefore, on
                  any
                  Distribution Date on which the Interest Rate for the Class II-A-1
                  Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class II-A-1
                  Certificates is based on the Group II Available Funds Cap, the
                  amount of
                  interest that would have accrued on the Class II-A-1 Certificates
                  if the
                  REMIC 3 Net Funds Cap were substituted for the Group II Available
                  Funds
                  Cap shall be treated as having been paid by the Class II-A-1
                  Certificateholders to the Supplemental Interest Trust, all pursuant
                  to and
                  as further provided in Section 8.11
                  hereof.

              


      

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      
        	
                (3)

              	
                The
                  Class II-A-2 Interest will bear interest during each Interest Accrual
                  Period at a per annum rate equal to (a) on or prior to the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Interest Margin and (ii) the Group II Available Funds Cap or
                  (b) after the Optional Termination Date, the lesser of (i) LIBOR
                  plus the applicable Interest Margin and (ii) the Group II Available
                  Funds Cap. For purposes of the REMIC Provisions, the reference
                  to “Group
                  II Available Funds Cap” in clause (ii) of the preceding sentence shall be
                  deemed a reference to the REMIC 3 Net Funds Cap; therefore, on
                  any
                  Distribution Date on which the Interest Rate for the Class II-A-2
                  Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class II-A-2
                  Certificates is based on the Group II Available Funds Cap, the
                  amount of
                  interest that would have accrued on the Class II-A-2 Certificates
                  if the
                  REMIC 3 Net Funds Cap were substituted for the Group II Available
                  Funds
                  Cap shall be treated as having been paid by the Class II-A-2
                  Certificateholders to the Supplemental Interest Trust, all pursuant
                  to and
                  as further provided in Section 8.11
                  hereof.

              


      

       

      
        	
                (4)

              	
                The
                  Class II-A-3 Interest will bear interest during each Interest Accrual
                  Period at a per annum rate equal to (a) on or prior to the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Interest Margin and (ii) the Group II Available Funds Cap or
                  (b) after the Optional Termination Date, the lesser of (i) LIBOR
                  plus the applicable Interest Margin and (ii) the Group II Available
                  Funds Cap. For purposes of the REMIC Provisions, the reference
                  to “Group
                  II Available Funds Cap” in clause (ii) of the preceding sentence shall be
                  deemed a reference to the REMIC 3 Net Funds Cap; therefore, on
                  any
                  Distribution Date on which the Interest Rate for the Class II-A-3
                  Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class II-A-3
                  Certificates is based on the Group II Available Funds Cap, the
                  amount of
                  interest that would have accrued on the Class II-A-3 Certificates
                  if the
                  REMIC 3 Net Funds Cap were substituted for the Group II Available
                  Funds
                  Cap shall be treated as having been paid by the Class II-A-3
                  Certificateholders to the Supplemental Interest Trust, all pursuant
                  to and
                  as further provided in Section 8.11
                  hereof.

              


      

       

      
        	
                (5)

              	
                The
                  Class II-A-4 Interest will bear interest during each Interest Accrual
                  Period at a per annum rate equal to (a) on or prior to the Optional
                  Termination Date, the lesser of (i) LIBOR plus the applicable
                  Interest Margin and (ii) the Group II Available Funds Cap or
                  (b) after the Optional Termination Date, the lesser of (i) LIBOR
                  plus the applicable Interest Margin and (ii) the Group II Available
                  Funds Cap. For purposes of the REMIC Provisions, the reference
                  to “Group
                  II Available Funds Cap” in clause (ii) of the preceding sentence shall be
                  deemed a reference to the REMIC 3 Net Funds Cap; therefore, on
                  any
                  Distribution Date on which the Interest Rate for the Class II-A-4
                  Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class II-A-4
                  Certificates is based on the Group II Available Funds Cap, the
                  amount of
                  interest that would have accrued on the Class II-A-4 Certificates
                  if the
                  REMIC 3 Net Funds Cap were substituted for the Group II Available
                  Funds
                  Cap shall be treated as having been paid by the Class II-A-4
                  Certificateholders to the Supplemental Interest Trust, all pursuant
                  to and
                  as further provided in Section 8.11
                  hereof.

              


      

       

      
        	
                (6)

              	
                The
                  Class A-IO Interest will bear interest during each Interest Accrual
                  Period based on its Class Notional Balance at a per annum rate
                  equal to
                  the lesser of (i) 1.50% per annum and (ii) the Class A-IO
                  Available Funds Cap. For purposes of the REMIC Provisions, the
                  reference
                  to the Class A-IO Available Funds Cap in clause (ii) of the preceding
                  sentence shall be deemed to be computed without regard to the Swap
                  Agreement (the “REMIC A-IO Available Funds Cap”); therefore, on any
                  Distribution Date on which the Interest Rate on the Class A-IO
                  Certificates is based on the Class A-IO Available Funds Cap, the
                  amount of
                  interest that would have accrued on the Class A-IO Certificates
                  if the
                  REMIC A-IO Available Funds Cap were substituted for the Class A-IO
                  Available Funds Cap shall be treated as having been paid by the
                  Class A-IO
                  Certificateholders to the Supplemental Interest Trust, all pursuant
                  to and
                  as further provided in Section 8.11 hereof. The Class A-IO Certificates
                  will not bear interest after the Distribution Date in February
                  2008.

              


      

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

      
        	
                (7)

              	
                The
                  Class M-1, Class M-2, Class M-3, Class M-4,
                  Class M-5, Class M-6, Class M-7, Class M-8,
                  Class M-9 and Class M-10 Interests will bear interest during
                  each Interest Accrual Period at a per annum rate equal to (a) on or
                  prior to the Optional Termination Date, the lesser of (i) LIBOR plus
                  the applicable Interest Margin and (ii) the Class M Available Funds
                  Cap or (b) after the Optional Termination Date, the lesser of
                  (i) LIBOR plus the applicable Interest Margin and (ii) the Class
                  M Available Funds Cap. For purposes of the REMIC Provisions, the
                  reference
                  to Class M Available Funds Cap in clause (ii) of the preceding
                  sentence
                  shall be deemed to be a reference to the REMIC 3 Net Funds Cap;
                  therefore,
                  on any Distribution Date on which the Interest Rate for the Class
                  M-1,
                  M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as
                  applicable, exceeds the REMIC 3 Net Funds Cap, interest accruals
                  based on
                  such excess shall be treated as having been paid from the Excess
                  Reserve
                  Fund Account or the Supplemental Interest Trust, as applicable;
                  on any
                  Distribution Date on which the Interest Rate on the Class M-1,
                  M-2, M-3,
                  M-4, M-5, M-6, M-7, M-8, M-9 and M-10 Certificates, as applicable,
                  is
                  based on the Class M Available Funds Cap, the amount of interest
                  that
                  would have accrued on each such Class of Certificates if the REMIC
                  3 Net
                  Funds Cap were substituted for the Class M Available Funds Cap
                  shall be
                  treated as having been paid by the Class M-1, M-2, M-3, M-4, M-5,
                  M-6,
                  M-7, M-8, M-9 and M-10 Certificateholders, as applicable, to the
                  Supplemental Interest Trust, all pursuant to and as further provided
                  in
                  Section 8.11 hereof.

              


      

       

      
        	
                (8)

              	
                For
                  purposes of the REMIC Provisions, the Class X Interest shall have
                  an
                  initial principal balance of $23,631,478.78 (initial overcollateralization
                  of $23,631,578.78 less $100.00 attributable to the Class P Principal
                  Amount), and the right to receive distributions of such amount
                  represents
                  a regular interest in the Upper Tier REMIC. The Class X Certificate
                  shall
                  also comprise three notional components, each of which represents
                  a
                  regular interest in the Upper Tier REMIC. The first such component
                  has a
                  notional balance that will at all times equal the aggregate of
                  the Class
                  Certificate Balances of the Lower Tier Interests in REMIC 3, and,
                  for each
                  Distribution Date (and the related Interest Accrual Period) this
                  notional
                  component shall bear interest at a per annum rate equal to the
                  excess, if
                  any, of (i) the weighted average of the interest rates on the Lower
                  Tier
                  Interests in REMIC 3 (other than any interest-only regular interest)
                  over
                  (ii) the Adjusted Lower Tier WAC. The second notional component
                  represents
                  the right to receive all distributions in respect of the Class
                  LT3-IO-Swap
                  in REMIC 3 (the “LT4-I” interest). The third notional component represents
                  the right to receive all distributions in respect of the Class
                  LT3-Reserve-IO in REMIC 3. In addition, for purposes of the REMIC
                  Provisions, the Class X Certificate shall represent beneficial
                  ownership
                  of (i) the Excess Reserve Fund Account; (ii) the Supplemental Interest
                  Trust, including the Swap Agreement, Swap Account, Cap Agreement,
                  and Cap
                  Account, and (iii) the Final Maturity Reserve Trust and (iv) an
                  interest
                  in the notional principal contracts described in Section 8.11
                  hereof.

              


      

       

      
        	
                (9)

              	
                The
                  Class R Interest is the sole Class of residual interest in the Upper
                  Tier REMIC. The Class R Interest is issued without a principal amount
                  does not bear a stated Interest Rate. The Class R Certificate will
                  be
                  issued as a single certificate evidencing the initial Percentage
                  Interest
                  of such Class, and shall represent ownership of each of the Class
                  R, Class
                  LT1-R, Class LT2-R, and Class LT3-R
                  Interests.

              


      

       

      
        	
                (10)

              	
                The
                  Class P Interest shall not bear interest at a stated Interest Rate.
                  Prepayment Charges paid with respect to the Mortgage Loans shall
                  be paid
                  to the Class P Certificateholders as provided in Section 4.02(b).
                  For
                  purposes of the REMIC Provisions, the Class P Interest shall represent
                  a
                  regular interest in the Upper Tier REMIC. The Class P Certificate
                  will
                  have a Class P Principal Amount of
                  $100.

              


      

       

      
        	
                (11)

              	
                Each
                  of these Certificates will represent not only the ownership of
                  the
                  Corresponding Class of Upper Tier REMIC Regular Interest but also the
                  right to receive payments from (i) the Excess Reserve Fund Account
                  in
                  respect of any Basis Risk Carryover Amounts and (ii) the Supplemental
                  Interest Trust in respect of proceeds from the Derivative Agreements.
                  For
                  federal income tax purposes, the Securities Administrator will
                  treat a
                  Certificateholder’s right to receive payments from the Excess Reserve Fund
                  Account as payments made pursuant to a notional principal contract
                  written
                  by the Class X
                  Certificateholders.

              


      

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      The
        minimum denomination for each Class of Certificates, other than the
        Class P, Class R and the Class X Certificates, will be $25,000 of
        Certificate Balance (notional balance in the case of Class A-IO Certificates)
        ($100,000 with respect to initial investors resident in a Member State of
        the
        European Economic Area subject to the EU Prospectus Directive 2003/71/EC)
        with
        integral multiples of $1 in excess thereof, except that one Certificate in
        each
        Class may be issued in a different amount. The minimum denomination for
        each of the Class P and Class X Certificates will be a 10.00%
        Percentage Interest in such Class, and the minimum denomination for the
        Class R Certificates shall be 100% Percentage Interest in such
        Class.

       

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

    

    

      
        	
                Book-Entry
                  Certificates

              	
                All
                  Classes of Certificates other than the Physical
                  Certificates.

              
	 	 
	
                Class A
                  Certificates

              	
                Class
                  A-IO, Class I-A, Class II-A-1, Class  II-A-2, Class II-A-3 and Class
                  II-A-4 Certificates.

              
	 	 
	
                Class M
                  Certificates

              	
                Class M-1,
                  Class M-2, Class M-3, Class M-4, Class M-5,
                  Class M-6, Class M-7, Class M-8, Class M-9 and
                  Class M-10 Certificates.

              
	 	 
	
                Delay
                  Certificates

              	
                The
                  Class A-IO Certificates.

              
	 	 
	
                ERISA-Restricted

              	 
	
                Certificates

              	
                Any
                  Class P, Class X and Class R Certificates and any Certificate with
                  a
                  rating which falls below the lowest applicable permitted rating
                  under the
                  Underwriters’ Exemption.

              
	 	 
	
                ERISA-Restricted

              	 
	
                Trust
                  Certificates

              	
                Any
                  Class A Certificate or Class M Certificate.

              
	 	 
	
                Group
                  I Certificates

              	
                The
                  Class I-A Certificates.

              
	 	 
	
                Group
                  II Certificates

              	
                Collectively,
                  the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
                  Certificates.

              
	 	 
	
                Interest-Only
                  Certificates

              	
                The
                  Class A-IO Certificates.

              
	 	 
	
                LIBOR
                  Certificates

              	
                Collectively,
                  the Class I-A, Class II-A-1, Class II-A-2, Class II-A-3,
                  Class II-A-4 Certificates and any Class M
                  Certificate.

              
	 	 
	
                Non-Delay
                  Certificates

              	
                The
                  Class A Certificates (other than the Class A-IO Certificates),
                  the
                  Class M Certificates and Class X
                  Certificates.

              
	 	 
	
                Offered
                  Certificates

              	
                All
                  Classes of Certificates other than the Private
                  Certificates.

              
	 	 
	
                Physical
                  Certificates

              	
                Class P,
                  Class X and Class R Certificates.

              
	 	 
	
                Private
                  Certificates

              	
                Class
                  M-10, Class P, Class X and Class R
                  Certificates.

              


      

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

      
        	
                Rating
                  Agencies

              	
                Fitch,
                  Moody’s and Standard & Poor’s.

              
	 	 
	
                Regular
                  Certificates

              	
                All
                  Classes of Certificates other than the Class R
                  Certificates.

              
	 	 
	
                Residual
                  Certificates

              	
                Class R
                  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).

     

    Account:
      Any of
      the Collection Accounts, the Master Servicing Account, the Distribution Account
      and any Escrow Account, with respect to the Supplemental Interest Trust, the
      Excess Reserve Fund Account and the Supplemental Interest Trust Account and
      with
      respect to the Final Maturity Reserve Trust, the Final Maturity Reserve Fund.
      Each Account shall be an Eligible Account.

     

    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). 

     

    Additional
      Termination Event:
      As
      defined in the Cap Agreement or the Swap Agreement, as applicable.

     

    Adjustable
      Rate Mortgage Loan:
      A
      Mortgage Loan which provides for the adjustment of the Mortgage Rate payable
      in
      respect thereto.

     

    Adjusted
      Lower Tier WAC:
      For
      any
      Distribution Date (and the related Accrual Period), an amount equal to (i)
      two,
      multiplied by (ii) the weighted average of the interest rates for such
      Distribution Date for the Class LT3-I-A, LT3-II-A-1, LT3-II-A-2, LT3-II-A-3,
      LT3-II-A-4, LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6, LT3-M-7,
      LT3-M-8, LT3-M-9, LT3-M-10 and LT3-Q Interests, weighted in proportion to their
      Class Certificate Balances as of the beginning of the related Accrual Period
      and
      computed by subjecting the rate on the Class LT3-Q Interest to a cap of 0.00%,
      and by subjecting the rate on each of the Class LT3-I-A, LT3-II-A-1, LT3-II-A-2,
      LT3-II-A-3, LT3-II-A-4, LT3-M-1, LT3-M-2, LT3-M-3, LT3-M-4, LT3-M-5, LT3-M-6,
      LT3-M-7, LT3-M-8, LT3-M-9 and LT3-M-10 Interests to a cap that corresponds
      to
      the Interest Rate (determined by substituting the REMIC 3 Net Funds Cap for
      the
      applicable Available Funds Cap) for the Corresponding Class of Certificates;
      provided,
      however,
      that
      for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
      multiplied by the quotient of (a) the actual number of days in the Interest
      Accrual Period, divided by (b) 30. 

     

    Advance:
      Any
      P&I Advance or Servicing Advance.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

    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.

     

    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.

     

    Applied
      Realized Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which the aggregate
      Class Certificate Balance of the LIBOR Certificates after distributions of
      principal on such Certificates on such Distribution Date exceeds the aggregate
      Stated Principal Balance of the Mortgage Loans for such Distribution
      Date.

     

    Appraised
      Value:
      The
      value set forth in an appraisal made in connection with the origination of
      the
      related Mortgage Loan as the value of the Mortgaged Property.

     

    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 the Mortgage Loans to the extent received
      by the Master Servicer (x) the sum of (i) all scheduled installments
      of interest (net of the related Expense Fees) and principal due on the Due
      Date
      on such 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 partial or full prepayments
      on the 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 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 11.01; reduced by (y) amounts in
      reimbursement for Advances previously made with respect to the Mortgage Loans
      and other amounts as to which a Servicer, the Depositor, the Master Servicer,
      the Securities Administrator, the Credit Risk Manager or the Trustee are
      entitled to be paid or reimbursed pursuant to the Servicing Agreements or this
      Agreement.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    Back-up
      Certification:
      As
      defined in Section 3.05.

     

    Basic
      Principal Payment Amount:
      With
      respect to any Distribution Date, the excess of (i) the Principal
      Remittance Amount for such Distribution Date over (ii) the Excess
      Overcollateralization Amount, if any, for such Distribution Date.

     

    Basis
      Risk Carryover Amount:
      With
      respect to each Class of LIBOR Certificates, as of any Distribution Date,
      the sum of (A) if on such Distribution Date the Interest Rate for any
      Class of LIBOR Certificates is based upon the Group I Available Funds Cap,
      the Group II Available Funds Cap or the Class M Available Funds Cap, as
      applicable, the excess of (i) the amount of interest such Class of
      Certificates would otherwise be entitled to receive on such Distribution Date
      had such Interest Rate been calculated as the sum of LIBOR and the applicable
      Interest Margin on such Class of Certificates for such Distribution Date,
      over (ii) the amount of interest payable on such Class of
      Certificates, in the case of any Group I Certificates, based on the Group I
      Available Funds Cap, in the case of any Group II Certificates, based on the
      Group II Available Funds Cap and in the case of any Class of Class M
      Certificates, based on the Class M Available Funds Cap and (B) the portion
      of any such excess described in clause (A) for such Class of
      Certificates from all previous Distribution Dates not previously paid, together
      with interest thereon at a rate equal the applicable Interest Rate for each
      such
      Class of Certificates for such Distribution Date. With respect to the
      Interest-Only Certificates, as of any Distribution Date, the sum of (A) if
      on
      such Distribution Date the Interest Rate of the Interest-Only Certificates
      is
      based on the Class A-IO Available Funds Cap, the excess of (i) the amount of
      interest that the Interest-Only Certificates would otherwise have been entitled
      to receive on such Distribution Date had the Interest Rate equaled 1.50% per
      annum over (ii) the amount of interest payable on the Interest-Only Certificates
      if subject to the Class A-IO Available Funds Cap for such Distribution Date
      and
      (B) the portion of such excess described in clause (A) for the Interest-Only
      Certificates from all previous Distribution Dates not previously paid, together
      with interest thereon at a rate equal to 1.50% per annum. 

     

    Basis
      Risk Payment:
      For any
      Distribution Date, an amount equal to the lesser of (i) the aggregate of
      the Basis Risk Carryover Amounts of the LIBOR Certificates and the Interest-Only
      Certificates for such Distribution Date and (ii) the Class X
      Distributable Amount (prior to any reduction for Basis Risk
      Payments).

     

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

     

    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 a 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.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    Cap
      Account:
      The
      sub-account of the Supplemental Interest Trust Account created pursuant to
      Section 4.06(a).

     

    Cap
      Agreement:
      The
      interest rate cap agreement entered into by the Supplemental Interest Trust
      and
      the Cap Counterparty, dated December 5, 2006, which agreement provides for
      the
      monthly payment specified to the securities administrator of the Supplemental
      Interest Trust (for the benefit of Certificateholders) commencing with the
      Distribution Date in June 2007 and ending on the Distribution Date in December
      2013, by the Cap Counterparty, but subject to the conditions set forth therein,
      together with any schedule, confirmations or other agreements relating thereto,
      attached as Exhibit P. 

     

    Cap
      Amount:
      With
      respect to each Distribution Date, the amount of any Cap Payment deposited
      into
      the Cap Account.

     

    Cap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Cap Agreement, and
      any
      successor in interest or its assigns. Initially, the Cap Counterparty shall
      be
      ABN AMRO Bank N.V.

     

    Cap
      Payment:
      With
      respect to each Distribution Date, any payment required to be made by the Cap
      Counterparty to the Supplemental Interest Trust pursuant to the terms of the
      Cap
      Agreement.

     

    Cap
      Payment Date:
      For as
      long as the Cap Agreement is in effect or any amounts remain unpaid thereunder,
      the Business Day immediately preceding each Distribution Date.

     

    Cap
      Replacement Receipts:
      As
      defined in Section 4.08(b)(i).

     

    Cap
      Replacement Receipts Account:
      As
      defined in Section 4.08(b)(i).

    


    Cap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Cap Agreement,
      the payment required to be made by the Cap Counterparty to the Supplemental
      Interest Trust pursuant to the terms of the Cap Agreement and any unpaid amounts
      due on previous Cap Payment Dates and accrued interest thereon as provided
      in
      the Cap Agreement, as calculated by the Cap Counterparty and furnished to the
      Securities Administrator.

     

    Cap
      Termination Receipts:
      As
      defined in Section 4.08(b)(i).

     

    Cap
      Termination Receipts Account:
      As
      defined in Section 4.08(b)(i).

     

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

     

    Certificate
      Balance:
      With
      respect to any Certificate, other than a Class A-IO, Class X, Class P
      or Class R Certificate, at any date, the maximum dollar amount of principal
      to which the Holder thereof is then entitled hereunder, such amount being equal
      to the Denomination thereof minus all distributions of principal previously
      made
      with respect thereto and in the case of any Class M Certificates, reduced by
      any
      Applied Realized Loss Amounts allocated to such Class of Certificates
      pursuant to Section 4.05; provided,
      however,
      that
      immediately following the Distribution Date on which a Subsequent Recovery
      is
      distributed, the Class Certificate Balances of any Class or Classes of
      Certificates that have been previously reduced by Applied Realized Loss Amounts
      will be increased, in order of seniority, by the amount of any Subsequent
      Recovery distributed on such Distribution Date (up to the amount of Unpaid
      Realized Loss Amount for such Class or Classes for such Distribution Date).
      The Class P Certificates are issued with an initial Class P Principal
      Amount of $100. The Class X and Class R Certificates have no
      Certificate Balance. The Class A-IO Certificates are issued with a Class
      Notional Balance. 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    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.

     

    Certificate
      Group:
      The
      Group I Certificates or the Group II Certificates, as
      applicable.

     

    Certifying
      Person:
      As
      defined in Section 3.05.

     

    Citibank:
      Citibank, N.A., and its successors in interest.

     

    CitiMortgage:
      CitiMortgage, Inc., and its successors in interest. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    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 A
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class A-IO
      Available Funds Cap:
      With
      respect to the Class A-IO Certificates and any Distribution Date, a per annum
      rate equal to (x) the weighted average of the Expense Adjusted Mortgage Rate
      of
      the Mortgage Loans then in effect on the beginning of the related Due Period
      minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the Net Derivative Payment or Swap Termination Payment (other than
      a
      Swap Termination Payment resulting from a Derivative Counterparty Trigger Event)
      made to the Swap Counterparty with respect to such Due Period, and the
      denominator of which is equal to the Pool Balance as of the beginning of the
      related Due Period and (ii) 12.

     

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

     

    Class Certificate
      Balance:
      With
      respect to any Class of LIBOR Certificates and as to any date of determination,
      the aggregate of the Certificate Balances of all Certificates of such
      Class as of such date. With respect to the Class A-IO, Class X, Class P and
      Class R Certificates, zero. With respect to any Lower Tier Interest and as
      to
      any date of determination, the initial Class Principal Balance as shown or
      described in the table set forth in the Preliminary Statement to this Agreement
      for the issuing REMIC, as reduced by any principal distributed with respect
      to
      such Lower Tier Interest and Realized Losses allocated to such Lower Tier
      Interest.

     

    Class
      I Shortfalls:
      As
      defined in Section 8.11 hereof. For
      purposes of clarity, the aggregate Class I Shortfall for any Distribution Date
      shall equal the amount payable to the Derivative Counterparty on such
      Distribution Date in excess of the amount payable with respect to the Class
      LT3-I interest in the Upper Tier REMIC on such Distribution Date, all as further
      provided in Section 8.11 hereof. 

     

    Class
      M Available Funds Cap:
      With
      respect to the Class M Certificates as of any Distribution Date, a per annum
      rate equal to the weighted average of the Group I Available Funds Cap and the
      Group II Available Funds Cap, weighted on the basis of the Group Subordinate
      Amount for the Group I Mortgage Loans and the Group Subordinate Amount for
      the
      Group II Mortgage Loans, respectively.

     

    Class M
      Certificates:
      As
      specified in the Preliminary Statement.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    Class M
      Principal Payment Amount:
      With
      respect to any Distribution Date and any Class of Class M
      Certificates, the lesser of (i) the excess of (a) the Principal
      Payment Amount over (b) the aggregate amount distributed on that
      Distribution Date as principal to all Classes of Certificates more senior than
      that Class of Class M Certificates (provided,
      however,
      for
      this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be
      treated as having the same seniority) and (ii) the excess of (a) the sum of
      the
      aggregate Class Certificate Balances of all Class of Certificates more
      senior than that Class of Class M Certificates (after giving effect to
      all amounts distributed on that Distribution Date to those Classes of more
      senior certificates (provided,
      however,
      for
      this purpose, the Class M-1, Class M-2 and Class M-3 Certificates will be
      treated as having the same seniority)) and the Class Certificate Balance of
      that Class of Class M Certificates immediately prior to that
      Distribution Date over (b) the lesser of:

     

    (x) the
      percentage set forth in the table below for the applicable Class of
      Class M Certificates multiplied by the aggregate Stated Principal Balance
      of the Mortgage Loans for that Distribution Date:

    


    
      	
              Class

            	
               

            	
              Percentage

            
	
              M-1,
                M-2 and M-3

            	 	
              80.10%*

            
	
              M-4

            	 	
              83.40%

            
	
              M-5

            	 	
              86.40%

            
	
              M-6

            	 	
              89.50%

            
	
              M-7

            	 	
              92.30%

            
	
              M-8

            	 	
              94.20%

            
	
              M-9

            	 	
              95.30%

            
	
              M-10

            	 	
              96.90%

            


    

     

    and

     

    (y) the
      excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
      for that Distribution Date over 0.50% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date, until the Class Certificate
      Balance of that Class of Class M Certificates has been reduced to
      zero.

    _______________

     

    
      
        	
              	*	
                Theamount
                  calculated according to such percentage will be allocated sequentially
                  to
                  the Class M-1, Class M-2 and Class M-3
                  Certificates.

              


      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

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

     

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

     

    Class Notional
      Balance:
      With
      respect to each Distribution Date and the related Interest Accrual Period and
      the Class A-IO Certificates, the lesser of (a) the Pool Balance as of the first
      day of the related Due Period and (b) the amount set forth in the schedule
      in
      Exhibit Z for such Distribution Date.

     

    Class P
      Certificates:
      All
      Certificates bearing the Class designation of “Class P”.

     

    Class P
      Principal Amount:
      As of
      the Closing Date, $100.00.

     

    Class R
      Certificates:
      All
      Certificates bearing the Class designation of “Class R”.

     

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

     

    Class
      X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class X Notional Balance, as described in the Preliminary Statement, but that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Overcollateralization Amount of $23,631,478.78
      ($23,631,578.78 less $100 of such amount allocated to the Class P Certificates)
      to the extent such amount has not been distributed on an earlier Distribution
      Date as part of the Overcollateralization Reduction Amount. 

     

    Class
      X Notional Balance:
      With respect to
      any Distribution Date (and the related Interest Accrual Period) the aggregate
      principal balance of the regular interests in REMIC 3 as specified in the
      Preliminary Statement hereto.

     

    Closing
      Date:
      December 5, 2006.

     

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

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    Collateral
      Account:
      The
      account maintained by the trustee of the Supplemental Interest Trust in
      accordance with the provisions of Section 4.06(b).

     

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

    


    Commission:
      The
      United States Securities and Exchange Commission.

     

     

    Compensating
      Interest:
      For any
      Distribution Date, the lesser of (a) the amount, if any, by which the
      Prepayment Interest Shortfall, if any, for such Distribution Date, with respect
      to all voluntary Principal Prepayments (excluding any payments made upon
      liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses
      for
      such Distribution Date, and (b) the aggregate amount of the Servicing Fee
      actually retained by or paid to the applicable Servicer for such Distribution
      Date.

     

    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 111 Wall Street, 15th
      Floor
      Window, New York, New York 10005, Attention: Corporate Trust Services - HASCO
      2006-HE2, and (ii) for all other purposes, 388
      Greenwich Street, 14th
      Floor,
      New York, New York 10013, Attention: Structured Finance Agency and Trust -
      HASCO
      2006-HE2
      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 -
      HB06H2, 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. 

     

    Corresponding
      Class:
      As set
      forth in first table under the heading REMIC 3 and in the first table under
      the
      heading Upper Tier REMIC in the Preliminary Statement.

     

    Countrywide
      Servicing:
      Countywide Home Loans Servicing LP.

     

    Credit
      Enhancement Percentage:
      With
      respect to any Distribution Date, the percentage obtained by dividing
      (x) the sum of (i) the aggregate Class Certificate Balance of the
      Class M Certificates and (ii) the Overcollateralization Amount
      (assuming the Overcollateralization Amount is not less than zero and in each
      case after taking into account the distributions of the Principal Payment Amount
      for such Distribution Date assuming no Trigger Event has occurred) by
      (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
      Distribution Date.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    Credit
      Risk Manager:
      OfficeTiger Global Real Estate Services Inc., formerly known as MortgageRamp,
      Inc., and its successors and assigns. 

     

    Credit
      Risk Management Agreement:
      The
Loan
      Performance Monitoring
      Agreement dated as of the Closing Date, entered into by Wells Fargo, as
      Servicer, and the Credit Risk Manager.

     

    Credit
      Risk Manager’s Fee:
      With
      respect to any Distribution Date and each Mortgage Loan, an amount equal to
      the
      product of (a) one twelfth, (b) the Credit Risk Manager’s Fee Rate and (c) the
      Stated Principal Balance of such Mortgage Loan as of the first day of the
      related Due Period; provided, however, that such amount shall not be less than
      $1,500.00 on each Distibution Date.

     

    Credit
      Risk Manager’s Fee Rate:
      0.014% per
      annum.

     

    Credit
      Support Annex:
      The
      credit support annex to the Swap Agreement and the Cap Agreement dated as of
      December 5, 2006, between the trustee of the Supplemental Interest Trust, on
      behalf of the Supplemental Interest Trust, the Swap Counterparty and Cap
      Counterparty.

     

    Cumulative
      Loss Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate amount of Realized Losses incurred from
      the
      Cut-off Date to the last day of the calendar month preceding the month in which
      such Distribution Date occurs and the denominator of which is the Cut-off Date
      Pool Principal Balance of the Mortgage Loans.

     

    Cumulative
      Loss Trigger Event:
      If,
      with respect to any Distribution Date, the quotient (expressed as a
      percentage) of (x) the aggregate amount of Realized Losses incurred since
      the Cut-off Date through the last day of the related Prepayment Period, divided
      by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable loss
      percentages set forth below with respect to such Distribution Date:

    


    
      	Distribution
              Date Occurring In:	 	Loss
              Percentage:
	
              December
                2008 through November 2009 

            	 	
              1.35%
                for the first month, plus an additional 1/12th of 

              1.70%
                for each month thereafter 

            
	
              December
                2009 through November 2010 

            	 	
              3.05%
                for the first month, plus an additional 1/12th of 

              1.50%
                for each month thereafter 

            
	
              December
                2010 through November 2011 

            	 	
              4.55%
                for the first month, plus an additional 1/12th of 

              1.40%
                for each month thereafter 

            
	
              December
                2011 through November 2012

            	 	
              5.95%
                for the first month, plus an additional 1/12th of 

              0.75%
                for each month thereafter 

            
	
              December
                2012 through November 2013

            	 	
              6.70%
                for the first month, plus an additional 1/12th of 

              0.30%
                for each month thereafter 

            
	
              December
                2013 and thereafter

            	 	
              7.00%

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

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

     

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

     

    Cut-off
      Date:
      November 1, 2006.

     

    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. A copy of each Transfer Agreement is attached as Exhibit Q
      hereto.

     

    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.

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement or Cap Agreement, as applicable.

     

    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.

     

    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).

     

    Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    Delinquency
      Rate:
      For any
      calendar month, a fraction, expressed as a percentage, the numerator of which
      is
      the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans
      as
      of the close of business on the last day of such month (not including those
      Mortgage Loans that are liquidated as of the end of the related Prepayment
      Period), and the denominator of which is the aggregate Stated Principal Balance
      of the Mortgage Loans as of the close of business on the last day of such month
      (not including those Mortgage Loans that are liquidated as of the end of the
      related Prepayment Period).

     

    Delinquency
      Trigger Event:
      With
      respect to any Distribution Date on or after the Stepdown Date, the
      circumstances in which the Rolling Three Month Delinquency Rate as of the last
      day of the immediately preceding calendar month exceeds the applicable
      percentages of the Credit Enhancement Percentage for the prior Distribution
      Date
      as set forth below for the most senior Class of LIBOR Certificates then
      outstanding:

    


    
      	
              Class

            	 	
              Percentage

            
	
              A

            	 	
              39.49%

            
	
              M-1

            	 	
              48.77%

            
	
              M-2

            	 	
              61.58%

            
	
              M-3

            	 	
              73.03%

            
	
              M-4

            	 	
              87.54%

            
	
              M-5

            	 	
              107.65%

            
	
              M-6

            	 	
              138.40%

            
	
              M-7

            	 	
              188.73%

            
	
              M-8

            	 	
              250.56%

            
	
              M-9

            	 	
              315.92%

            
	
              M-10

            	 	
              484.41%

            


    

     

    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 Class A-IO 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.

     

    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.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    Derivative
      Agreement:
      The
      Swap Agreement and the Cap Agreement.

     

    Derivative
      Counterparty:
      Collectively, the Cap Counterparty and the Swap Counterparty.

     

    Derivative
      Payment Date:
      For so
      long as either the Cap Agreement or the Swap Agreement is in effect, the
      Business Day preceding each Distribution Date.

     

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

     

    Disqualified
      Non-U.S. Person:
      With
      respect to a Class R Certificate, 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 of 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.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.01(d) in the name of the Securities Administrator as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “Citibank, N.A. as paying agent in trust for registered holders of
      HSI Asset Securitization Corporation Trust 2006-HE2 Mortgage Pass-Through
      Certificates, Series 2006-HE2”. 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 December 2006.

     

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

     

    Due
      Date:
      The day
      of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
      of any days of grace.

     

    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.

     

    Early
      Termination Event:
      As
      defined in the Derivative Agreement.

     

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

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    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. Eligible Accounts may bear
      interest, and may include, if otherwise qualified under this definition,
      accounts maintained with the Securities Administrator.

     

    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 (or at least
      “A-2” if the amounts on deposit are to be held in the account for no more than
      30 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.

     

    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) and PTE 2002-41, 67 Fed.
      Reg. 54487 (2002) (or any successor thereto), or any substantially
      similar administrative exemption granted by the U.S. Department of
      Labor.

     

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

     

    ERISA-Restricted
      Trust 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
      Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Amount (for purposes of this calculation only, assuming
      100% of the Principal Remittance Amount is applied as a principal payment to
      the
      LIBOR Certificates on such Distribution Date, but before giving effect to any
      other distributions on the LIBOR Certificates in reduction of their respective
      Class Certificate Balances on such Distribution Date) on such Distribution
      Date
      over (b) the Overcollateralization Target Amount for such Distribution
      Date.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      under the Supplemental Interest Trust pursuant to Sections 3.01(a) and
      3.01(b) in the name of the Securities Administrator as paying agent for the
      benefit of the LIBOR Certificateholders, the Class A-IO Certificateholders
      and
      the Class X Certificateholders and designated “Citibank, N.A. as paying agent in
      trust for registered holders of HSI Asset Securitization Corporation Trust
      2006-HE2, Mortgage Pass-Through Certificates, Series 2006-HE2”. Funds in
      the Excess Reserve Fund Account shall be held in trust for such
      Certificateholders for the uses and purposes set forth in this Agreement.
      Amounts on deposit in the Excess Reserve Fund Account shall not be invested.
      The
      Excess Reserve Fund Account shall be considered part of the Supplemental
      Interest Trust but not part of any REMIC.

     

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

     

    Excluded
      Trust Assets:
      As
      defined in the Preliminary Statement.

     

    Expense
      Adjusted Mortgage Rate:
      With
      respect to any Distribution Date and as to each Mortgage Loan, the per annum
      rate equal to the Mortgage Rate as of the first day of the related Due Period
      less the Expense Fee Rate.

     

    Expense
      Fee Rate:
      As to
      each Mortgage Loan, a per annum rate equal to the Servicing Fee
      Rate.

     

    Expense
      Fees:
      As to
      each Mortgage Loan and any Distribution Date, the Servicing Fee.

     

    Extra
      Principal Payment Amount:
      As of
      any Distribution Date, the lesser of (x) the related Total Monthly Excess
      Spread for such Distribution Date and (y) the related Overcollateralization
      Deficiency for such Distribution Date.

     

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

     

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

     

    Final
      Maturity Required Deposit:
      For any
      Distribution Date beginning on the Distribution Date in December 2016 up to
      and
      including the Final Maturity Reserve Funding Date will equal the lesser of
      (a)
      the product of (i) 0.80% and (ii) the aggregate Stated Principal Balance of
      the
      Mortgage Loans having an original term to maturity of 40 years as of the last
      day of the related Due Period (after giving effect to principal prepayments
      in
      the Prepayment Period related to such Distribution Date) and (b) the excess
      of
      (i) the Final Maturity Funding Cap for such Distribution Date over (ii) the
      amount on deposit in the Final Maturity Reserve Fund immediately prior to such
      Distribution Date.

     

    Final
      Maturity Funding Cap:
      For any
      Distribution Date beginning with the Distribution Date in December 2016 will
      equal the lesser of (i) the aggregate Class Certificate Balance of the
      Certificates immediately prior to that Distribution Date and (ii) the aggregate
      Stated Principal Balance of all outstanding Mortgage Loans with original terms
      to maturity of 40 years as of the as of the last day of the related Due Period
      (after giving effect to principal prepayments received during the Prepayment
      Period related to that Distribution Date).

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    Final
      Maturity OC Trigger Event:
      The
      event in effect with respect to any Distribution Date on or after the
      Distribution Date in December 2026 if the sum of (x) the Overcollateralization
      Amount and (y) the amount on deposit in the Final Maturity Reserve Fund on
      that
      Distribution Date (after giving effect to any deposits into the Final Maturity
      Reseve Fund on that Distribution Date) is less than the outstanding Stated
      Principal Balance of all Mortgage Loans with original terms to maturity of
      40
      years as of the last day of the related Due Period (after giving effect to
      principal prepayments in the Prepayment Period related to that Distribution
      Date).

     

    Final
      Maturity Reserve Fund:
      The
      account created pursuant to Section 4.09 of this Agreement.

     

    Final
      Maturity Reserve Funding Date:
      The
      earlier of (i) the Distribution Date on which the amount on deposit in the
      Final
      Maturity Reserve Fund is equal to the Final Maturity Funding Cap and (ii) the
      Distribution Date in December 2036.

     

    Final
      Maturity Reserve Trust:
      The
      corpus of a trust created pursuant to Section 4.09 of this Agreement and
      designated as the “Final Maturity Reserve Trust” consisting of the Final
      Maturity Reserve Fund, but which is not an asset of any REMIC.

     

    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. 

     

    Final
      Scheduled Distribution Date:
      The
      Final Scheduled Distribution Date for each Class of Certificates (other
      than the Class A-IO Certificates) is the Distribution Date occurring in December
      2036. The Final Scheduled Distribution Date for the Class A-IO Certificatesis
      the Distribution Date occurring in February 2008. 

     

    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 - HASCO (HSI Asset Securitization
      Corporation Trust 2006-HE2), or such other address as Fitch may hereafter
      furnish to the Depositor and the Securities Administrator.

     

    Fixed
      Rate Mortgage Loan:
      A
      Mortgage Loan with respect to which the Mortgage Rate set forth in the Mortgage
      Note is fixed for the term of such Mortgage Loan.

     

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

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    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.

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
      set
      forth in the related Mortgage Note to be added to the Index to determine the
      Mortgage Rate.

     

    Group I
      Available Funds Cap:
      With
      respect to the Group I Mortgage Loans as of any Distribution Date, the per
      annum
      rate (subject to adjustment based on the actual number of days elapsed in the
      related Interest Accrual Period) equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate for each Group I Mortgage Loan then in effect
      at
      the beginning of the related Due Period (not including for this purpose any
      Group I Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date)
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the sum of (a) the portion of the Net Derivative Payment or Swap
      Termination Payment (other than a Swap Termination Payment resulting
      from a Derivative Counterparty Trigger Event)
      made to
      the Swap Counterparty with respect to such Due Period allocated to the Group
      I
      Mortgage Loans based on the applicable Group Percentage, (b) the portion of
      the
      Final Maturity Required Deposit for such Due Period allocable to the Group
      I
      Mortgage Loans based
      on
      the applicable Group Percentage
      and (c)
      the Senior Interest Payment Amount accrued on the Class A-IO Certificates
      allocable to the Group I Mortgage Loans based on the applicable Group
      Percentage, and the denominator of which is equal to the aggregate Stated
      Principal Balance of the Group I Mortgage Loans as of the beginning of the
      related Due Period and (ii) 12.

     

    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
      Principal Payment Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, the Principal
      Payment Amount multiplied by the Group Principal Allocation Percentage for
      the Group I Certificates.

     

    Group I
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the Group I Principal
      Payment Amount for that Distribution Date and (ii) the excess of (a) the
      aggregate Class Certificate Balance of the Group I Certificates
      immediately prior to that Distribution Date over (b) the lesser of
      (x) 63.20% of the aggregate Stated Principal Balance of the Group I
      Mortgage Loans for that Distribution Date and (y) the excess, if any, of
      the aggregate Stated Principal Balance of the Group I Mortgage Loans for
      that Distribution Date over 0.50% of the aggregate State Principal Balance
      of
      the Group I Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    Group II
      Available Funds Cap:
      With
      respect to the Group II Mortgage Loans as of any Distribution Date, the per
      annum rate (subject to adjustment based on the actual number of days elapsed
      in
      the related Interest Accrual Period) equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate for each Group II Mortgage Loan then in effect
      at
      the beginning of the related Due Period (not including for this purpose any
      Group II Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date)
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the sum of (a) the portion of the Net Derivative Payment or Swap
      Termination Payment (other than a Swap Termination Payment resulting from a
      Derivative Counterparty Trigger Event) made to the Swap Counterparty with
      respect to such Due Period allocated to the Group II Mortgage Loans based on
      the
      applicable Group Percentage, (b) the portion of the Final Maturity Required
      Deposit for such Due Period allocable to the Group II Mortgage Loans based
      on
      the applicable Group Percentage and (c) the Senior Interest Payment Amount
      accrued on the Class A-IO Certificates allocable to the Group II Mortgage Loans
      based on the applicable Group Percentage and the denominator of which is equal
      to the aggregate Stated Principal Balance of the Group II Mortgage Loans as
      of
      the beginning of the related Due Period and (ii) 12.

     

    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
      Principal Payment Amount:
      With
      respect to any Distribution Date, the Principal Payment Amount multiplied by
      the
      Group Principal Allocation Percentage for the Group II
      Certificates.

     

    Group II
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the Group II Principal
      Payment Amount for that Distribution Date and (ii) the excess of (a) the
      aggregate Class Certificate Balance of the Group II Certificates
      immediately prior to that Distribution Date over (b) the lesser of
      (x) 63.20% of the aggregate Stated Principal Balance of the Group II
      Mortgage Loans for that Distribution Date and (y) the excess, if any, of
      the aggregate Stated Principal Balance of the Group II Mortgage Loans for
      that Distribution Date over 0.50% of the aggregate State Principal Balance
      of
      the Group II Mortgage Loans as of the Cut-off Date.

     

    Group Available
      Funds Cap:
      The
      Group I Available Funds Cap or the Group II Available Funds Cap, as
      applicable.

     

    Group
      Percentage: For
      any
      Distribution Date and for each of the Group I Mortgage Loans and the
      Group II Mortgage Loans, a fraction (expressed as a percentage) the
      numerator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans in such Loan Group as of the beginning of the related Due Period and
      the
      denominator of which is equal to the aggregate Stated Principal Balance of
      all
      the Mortgage Loans as of such date.

     

    Group Principal
      Allocation Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      determined as follows:

     

    (i) with
      respect to the Group I Certificates, a fraction, the numerator of which is
      the portion of the Principal Remittance Amount for that Distribution Date that
      is attributable to the principal received or advanced on the Group I
      Mortgage Loans and the denominator of which is the Principal Remittance Amount
      for that Distribution Date; and

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    (ii) with
      respect to the Group II Certificates, a fraction, the numerator of
      which is the portion of the Principal Remittance Amount for that Distribution
      Date that is attributable to the principal received or advanced on the
      Group II Mortgage Loans and the denominator of which is the Principal
      Remittance Amount for that Distribution Date.

     

    Group Subordinate
      Amount:
      For any
      Distribution Date and (i) for the Group I Mortgage Loans, the excess
      of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
      of the beginning of the related Due Period over the Class Certificate
      Balance of the Group I Certificates immediately prior to such Distribution
      Date
      and (ii) for the Group II Mortgage Loans, the excess of the aggregate
      Stated Principal Balance of the Group II Mortgage Loans as of the beginning
      of the related Due Period over the aggregate Class Certificate Balance of
      the Group II Certificates immediately prior to the current Distribution Date
      

     

    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.

     

    Index:
      As to
      each Adjustable Rate Mortgage Loan, the six-month LIBOR index or one-year LIBOR
      index, as applicable, from time to time in effect for the adjustment of the
      Mortgage Rate as set forth in the related Mortgage Note.

     

    Initial
      Certification:
      As
      defined in Section 2.02.

     

    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:
      With
      respect to each Class of LIBOR Certificates and any Distribution Date, the
      period commencing on the Distribution Date occurring in the month preceding
      the
      month in which the current Distribution Date occurs and ending on the day
      immediately preceding the current Distribution Date (or, in the case of the
      first Distribution Date, the period from and including the Closing Date to
      but
      excluding such first Distribution Date). For purposes of computing interest
      accruals on each Class of LIBOR Certificates, each Interest Accrual Period
      has the actual number of days in such month and each year is assumed to have
      360 days. With respect to the Interest-Only Certificates and the
      Corresponding Class of Lower Tier REMIC Regular Interests and any Distribution
      Date, the calendar month immediately preceding the month in which such
      Distribution Date occurs. For purposes of computing interest accruals on the
      Interest-Only Certificates and each class of Lower Tier Interests, each Interest
      Accrual Period shall consist of a thirty day month and each year is assumed
      to
      have 360 days.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and any Class of LIBOR Certificates and the
      Interest-Only Certificates, the sum of, if applicable, (i) the portion of the
      Interest Payment Amount from Distribution Dates prior to the current
      Distribution Date remaining unpaid immediately prior to the current Distribution
      Date (excluding any Basis Risk Carryover Amount with respect to such Class),
      and
      (ii) interest on the amount in clause (i) above at the applicable Interest
      Rate
      (to the extent permitted by applicable law).

     

    Interest
      Margin:
      Except
      as set forth in the following sentence, with respect to each Class of LIBOR
      Certificates, the following percentages: Class I-A Certificates, 0.130%;
      Class II-A-1 Certificates, 0.050%; Class II-A-2 Certificates, 0.110%;
      Class II-A-3 Certificates, 0.170%; Class II-A-4 Certificates, 0.220%;
      Class M-1 Certificates, 0.240%; Class M-2 Certificates, 0.290%;
      Class M-3 Certificates, 0.350%; Class M-4 Certificates, 0.380%;
      Class M-5 Certificates, 0.400%; Class M-6 Certificates, 0.470%,
      Class M-7 Certificates, 1.000%, Class M-8 Certificates, 1.750%,
      Class M-9 Certificates, 2.000% and Class M-10 Certificates, 2.000%. On the
      first Distribution Date after the Optional Termination Date, the Interest
      Margins shall increase to the following percentages: Class I-A
      Certificates, 0.260%; Class II-A-1 Certificates, 0.100%; Class II-A-2
      Certificates, 0.220%; Class II-A-3 Certificates, 0.340%; Class II-A-4
      Certificates, 0.440%; Class M-1 Certificates, 0.360%; Class M-2
      Certificates, 0.435%; Class M-3 Certificates, 0.525%; Class M-4
      Certificates, 0.570%; Class M-5 Certificates, 0.600%; Class M-6
      Certificates, 0.705%, Class M-7 Certificates, 1.500%, Class M-8
      Certificates, 2.625%, Class M-9 Certificates, 3.000% and Class M-10
      Certificates, 3.000%.

     

    Interest
      Payment Amount:
      With
      respect to any Distribution Date for each Class of LIBOR Certificates and
      the Interest-Only Certificates, the amount of interest accrued during the
      related Interest Accrual Period at the applicable Interest Rate on the related
      Class Certificate Balance (or Class Notional Balance, in the case of the
      Interest-Only Certificates) immediately prior to such Distribution Date, as
      reduced by such Class’s share of Net Prepayment Interest Shortfalls and Relief
      Act Interest Shortfalls for such Distribution Date allocated to such
      Class pursuant to Section 4.02.

     

    Interest
      Rate:
      For
      each Class of LIBOR Certificates and the Interest-Only Certificates, each Class
      of Upper Tier REMIC Regular Interest and each class of Lower Tier Interest,
      the
      per annum rate set forth or calculated in the manner described in the
      Preliminary Statement.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and the Mortgage Loans in a Loan Group, that
      portion of Available Funds attributable to interest relating to the Mortgage
      Loans in that Loan Group.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    Investor:
      With
      respect to each MERS Designated Mortgage Loan, the Person named on the MERS
      System as the investor pursuant to the MERS Procedures Manual.

     

    IRS:
      The
      Internal Revenue Service.

     

    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 LIBOR 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.

     

    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
      Certificates:
      As
      specified in the Preliminary Statement.

     

    LIBOR
      Determination Date:
      With
      respect to any Interest Accrual Period for the LIBOR 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 a 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.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

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

     

    Loan-to-Value
      Ratio
      or
LTV:
      As of
      any date and as to any Mortgage Loan, the ratio (expressed as a
      percentage) of the outstanding principal balance of the Mortgage Loan to
      (a) in the case of a purchase, the lesser of (i) the sale price of the
      Mortgaged Property and (ii) its appraised value at the time of sale or
      (b) in the case of a refinancing or modification, the appraised value of
      the Mortgaged Property at the time of the refinancing or
      modification.

     

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

     

    Lower
      Tier Interest:
      An
      interest in any REMIC formed hereby other than the Upper Tier
      REMIC.

     

    Master
      Agreement:
      The
      ISDA Form Master Agreement, dated December 5, 2006, entered into between the
      Supplemental Interest Trust and the Derivative Counterparty.

     

    Master
      Servicer:
      CitiMortgage, and any successors 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
      Servicer Float Period: With respect to
      each Distribution Date and the related amounts in the Master Servicing Account,
      the period commencing on the applicable Remittance Date immediately preceding
      the related Master Servicer Remittance Date and ending on such Master Servicer
      Remittance Date.

     

    Master
      Servicer Remittance Date: As to any
      Distribution Date, noon New York City time on the first Business Day immediately
      preceding such Distribution Date.

     

    Master
      Servicing Account: The separate Eligible Account created and maintained by
      the Master Servicer pursuant to Section 3.01(c) in the name of the Master
      Servicer for the benefit of the Trustee and the Certificateholders and
      designated “CitiMortgage, Inc., in trust for registered holders of HSI Asset
      Securitization Corporation Trust 2006-HE2 Mortgage Pass-Through Certificates,
      Series 2006-HE2”. Funds in the Master Servicing Account shall be held in trust
      for the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    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 12.05 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,
      HASCO (HSI Asset Securitization Corporation Trust Series 2006-HE2), or such
      other address as Moody’s may hereafter furnish to the Depositor and the
      Securities Administrator.

     

    
      
        
        

      

      
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    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.

     

    Mortgage
      Loan Seller:
      Any
      entity which sold Mortgage Loans to the Sponsor pursuant to a Transfer
      Agreement.

     

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

     

    Mortgage
      Rate:
      The
      annual rate of interest borne on a Mortgage Note, which shall be adjusted from
      time to time.

     

    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.

     

    Net
      Derivative Payment:
      The net
      payment required to be made on the Derivative Payment Date either by (a) the
      Supplemental Interest Trust to the Derivative Counterparty, to the extent that
      the fixed amount payable by the Supplemental Interest Trust under the terms
      of
      the Swap Agreement exceeds the aggregate amount of the corresponding floating
      amount payable by the Derivative Counterparty under the terms of the Swap
      Agreement and any amounts payable by the Derivative Counterparty under the
      Cap
      Agreement, or (b) the Derivative Counterparty to the Supplemental Interest
      Trust, to the extent that the aggregate amount of the floating amount payable
      by
      the Derivative Counterparty under the terms of the Swap Agreement and any such
      amount payable by the Derivative Counterparty under the Cap Agreement exceeds
      the corresponding fixed amount payable by the Supplemental Interest Trust under
      the terms of the Swap Agreement, plus in the case of a payment made under either
      clause (a) or clause (b) any unpaid amounts due under such clause from previous
      Derivative Payment Dates, and accrued interest thereon as provided in the
      applicable Derivative Agreement, as calculated by the Derivative Counterparty
      and furnished to the securities administrator of the Supplemental Interest
      Trust. Any Swap Termination Payment or Cap Termination Payment will be made
      exclusive of the Net Derivative Payment required to be made by the Derivative
      Counterparty or Supplemental Interest Trust, as applicable, under the Swap
      Agreement or the Cap Agreement.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    Net
      Monthly Excess Cash Flow:
      For any
      Distribution Date, the amount of interest and principal remaining for
      distribution pursuant to subsection 4.02(a)(iii) (before giving effect to
      distributions pursuant to such subsection).

     

    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date, the amount by which the sum of the Prepayment Interest
      Shortfalls for such Distribution Date exceeds the sum of Compensating Interest
      payments made with respect to such Distribution Date.

     

    Net
      Swap Payment:
      With
      respect to each Swap Payment Date, the net payment (not including any Swap
      Termination Payment) required to be made pursuant to the terms of the Swap
      Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued
      interest thereon as provided in the Swap Agreement, as calculated by the Swap
      Counterparty and furnished to the Securities Administrator.

     

    Net
      WAC Rate:
      With
      respect to any Distribution Date (and the related Interest Accrual Period),
      a
      per annum rate equal to the weighted average of the Expense Adjusted Mortgage
      Rates of the Mortgage Loans as of the first day of the related Due Period (not
      including for this purpose Mortgage Loans for which Principal Prepayments in
      Full have been received and distributed in the month prior to that Distribution
      Date).

     

    NIM
      Issuer:
      The
      entity established as the issuer of the NIM Securities.

     

    NIM
      Securities:
      Any
      debt securities secured or otherwise backed by some or all of the Class X
      and Class P Certificates that are rated by any Rating Agency.

     

    NIM
      Trustee:
      The
      indenture trustee for the NIM Securities.

     

    Non-Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

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

     

    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 related 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.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    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. 

     

    Notice
      of Final Distribution:
      The
      notice to be provided by the Securities Administrator pursuant to
      Section 11.02 to the effect that final distribution on any of the
      Certificates shall be made only upon presentation and surrender
      thereof.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Offering
      Documents:
      The
      Prospectus and the Private Placement Memorandum.

     

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

     

    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 Optional Termination Date, the Master Servicer, upon instruction by
      the
      Depositor, shall
      have the option to purchase the Mortgage Loans. If the Depositor fails to
      instruct the Master Servicer to purchase the Mortgage Loans, the Master Servicer
      has the right and, at its own option, may purchase the Mortgage Loans on any
      Distribution Date thereafter.

     

    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.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    Overcollateralization
      Amount:
      As of
      any Distribution Date, the excess, if any, of (a) the aggregate Stated
      Principal Balance of the Mortgage Loans for such Distribution Date over
      (b) the aggregate of the Class Certificate Balances of the LIBOR
      Certificates as of such Distribution Date (after giving effect to the payment
      of
      the Principal Remittance Amount on such Certificates on such Distribution
      Date).

     

    Overcollateralization
      Deficiency:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Target Amount applicable to such Distribution Date over
      (b) the Overcollateralization Amount (for purposes of this calculation
      only, assuming 100% of the Principal Remittance Amount is applied as a principal
      payment to the LIBOR Certificates on such Distribution Date, but before giving
      effect to any other distributions on the LIBOR Certificates in reduction of
      their respective Class Certificate Balances on such Distribution Date)
      applicable to such Distribution Date.

     

    Overcollateralization
      Reduction Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash
      Flow.

     

    Overcollateralization
      Target Amount:
      Prior
      to the Stepdown Date, an amount equal to 1.55% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date. On and after the Stepdown
      Date provided a Trigger Event is not in effect, an amount equal to the greater
      of (i) 3.10% of the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period and (ii) 0.50% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date; provided,
      however,
      that
      if, on any Distribution Date a Trigger Event exists, the Overcollateralization
      Target Amount shall not be reduced to the applicable percentage of then current
      aggregate Stated Principal Balance of the Mortgage Loans until the Distribution
      Date on which a Trigger Event no longer exists but rather shall remain the
      Overcollateralization Target Amount as determined for the immediately preceding
      Distribution Date. When the Class Certificate Balance of each Class of
      LIBOR Certificates has been reduced to zero, the Overcollateralization Target
      Amount will thereafter equal zero.

     

    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, 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.

     

    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.

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

    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;

     

    (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;

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

    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.

     

    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.

     

    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.

     

    Physical
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Pool
      Stated Principal Balance:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances of the
      Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans
      on the Due Date in the related Due Period.

     

    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
      Interest Excess:
      With
      respect to any Distribution Date and any Mortgage Loan serviced by Wells Fargo,
      any interest collected by Wells Fargo, as Servicer, with respect to any such
      Mortgage Loan as to which a Principal Prepayment in Full occurs from the 1st
      day
      of the month through the 13th day of the month in which such Distribution Date
      occurs and that represents interest that accrues from the 1st day of such month
      to the date of such Principal Prepayment in Full;
      and
      with respect to any Distribution Date and any Mortgage Loan serviced by
      Countrywide Servicing, any interest collected by Countrywide Servicing with
      respect to any such Mortgage Loan as to which a Principal Prepayment occurs
      from
      the 1st day of the month through the 15th day of the month in which such
      Distribution Date occurs and that represents interest that accrues from the
      1st
      day of such month to the date of such Principal Prepayment in Full.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

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

     

    Prepayment
      Period:
      With
      respect to each Servicer, the meaning assigned to such term (or to the term
      “Principal Prepayment Period” with respect to Wells Fargo) 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
      Payment Amount:
      For any
      Distribution Date, the sum of (i) the Basic Principal Payment Amount for
      such Distribution Date and (ii) the Extra Principal Payment Amount for such
      Distribution Date.

     

    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.
      

     

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

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the amount equal to the sum of the following
      amounts (without duplication) with respect to the related Due Period:
      (i) each scheduled payment of principal on a Mortgage Loan due during such
      Due Period and received by the Servicers on or prior to the related
      Determination Date or advanced by the Servicers for the related Remittance
      Date,
      (ii) all Principal Prepayments received during the related Prepayment
      Period; (iii) all net Liquidation Proceeds, Condemnation Proceeds and
      Insurance Proceeds on the Mortgage Loans allocable to principal, and all
      Subsequent Recoveries, actually collected by the Servicers during the related
      Prepayment Period; (iv) the portion of the Repurchase Price allocable to
      principal with respect to each Mortgage Loan repurchased by a Mortgage Loan
      Seller or the Sponsor, as the case may be, that was repurchased on or prior
      to
      the related Determination Date; and (v) all Substitution Adjustment Amounts
      allocable to principal with respect to the substitutions of Mortgage Loans
      that
      occur on or prior to the related Determination Date; and (vi) the allocable
      portion of the proceeds received with respect to the termination of the Trust
      Fund pursuant to clause (a) of Section 11.01 (to the extent such
      proceeds relate to principal).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    
      
        
        

      

      
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    Private
      Placement Memorandum:
      The
      Private Placement Memorandum, dated December 4, 2006 relating to the offering
      of
      the Class M-10 Certificates.

     

    Prospectus:
      The
      Prospectus, dated April 3, 2006, as supplemented by the Prospectus
      Supplement.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement, dated December
      4, 2006
      relating
      to the Offered Certificates.

     

    PTCE:
      As
      defined in Section 5.02(b).

     

    Purchase
      Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of November 1, 2006, 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 12.05, 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.

     

    Record
      Date:
      With
      respect to any Distribution Date and any Certificate other than Certificate
      issued in definitive form or an Interest-Only Certificate, the close of business
      on the Business Day immediately preceding such Distribution Date; provided,
      however,
      that,
      for any Certificate issued in definitive form and for any Interest-Only
      Certificate, the Record Date shall be the close of business on the last Business
      Day of the month preceding the month in which such applicable Distribution
      Date
      occurs (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, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    
      
        
        

      

      
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    Regulation
      S:
      Regulation S promulgated under the Securities Act or any successor provision
      thereto, in each case as the same may be amended from time to time; and all
      references to any rule, section or subsection of, or definition or term
      contained in, Regulation S means such rule, section, subsection, definition
      or
      term, as the case may be, or any successor thereto, in each case as the same
      may
      be amended from time to time.

     

    Regulation
      S Investment Letter:
      As
      defined in Section 5.02(b).

     

    Regular
      Certificates:
      As
      specified in the Preliminary Statement.

     

    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 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:
      Each
      pool of assets in the Trust Fund designated as a REMIC pursuant to the
      Preliminary Statement.

     

    REMIC
      1:
      As
      described in the Preliminary Statement.

     

    REMIC
      2:
      As
      described in the Preliminary Statement.

     

    REMIC
      3:
      As
      described in the Preliminary Statement.

     

    REMIC
      3 Net Funds Cap:
      For any
      Distribution Date (and the related Interest Accrual Period) and any Class of
      LIBOR Certificates, an amount equal to (i) the weighted average of the interest
      rates on the Lower Tier Interests in REMIC 3 (other than any interest-only
      regular interest), weighted in proportion to their Class Certificate Balances
      as
      of the beginning of the related Interest Accrual Period, multiplied by (ii)
      the
      quotient of (a) 30, divided by (b) the actual number of days in the Interest
      Accrual Period.

     

    REMIC
      4:
      As
      described in the Preliminary Statement.

     

    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.

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

    Remittance
      Date:
      To the
      extent provided in the related Servicing Agreement, (i) with respect to Wells
      Fargo, as Servicer, the 18th
      calendar
      day of any month, or if such 18th
      day is
      not a Business Day, the first Business Day immediately following and (ii) with
      respect to Countrywide Servicing, the 21st
      or
      24th
      day of
      any month, as applicable, or if such 21st
      or
      24th
      day is
      not a Business Day, the first Business Day immediately preceding.

     

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

     

    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.

     

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

     

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

     

    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).

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

    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 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:
      Citibank, 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
      Interest Payment Amount:
      With
      respect to any Distribution Date and any Class of Class A
      Certificates, the sum of the Interest Payment Amount and the Interest Carry
      Forward Amount, if any, for that Distribution Date for that Class.

     

    Servicer:
      Each of
      Wells Fargo and Countrywide Servicing, and any successors in
      interest.

     

    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.

     

    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.

     

    
      
        
        

      

      
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    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:
      With
      respect to each Mortgage Loan, the rate specified in the related Servicing
      Agreement.

     

    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 a Servicer, the Master Servicer, the Custodian
      or the Securities Administrator, respectively.

     

    Servicing
      Officer:
      As
      defined in the applicable Servicing Agreement.

     

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

     

    60+
      Day Delinquent Mortgage Loan:
      Each
      Mortgage Loan with respect to which any portion of a Scheduled Payment is,
      as of
      the last day of the prior Due Period, two months or more past due (including
      any
      such Mortgage Loan in foreclosure, any such Mortgage Loan related to REO
      Property and any such Mortgage Loan where the related Mortgagor has filed for
      bankruptcy), without giving effect to any grace period.

     

    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 12.05 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 - HASCO (HSI Asset Securitization Corporation Trust,
      Series 2006-HE2), or such other address as Standard & Poor’s may
      hereafter furnish to the Depositor and the Securities
      Administrator.

     

    Standard &
      Poor’s Glossary:
      The
      Standard & Poor’s LEVELS® Glossary, as may be in effect from time to
      time.

     

    
      
        
        

      

      
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    Startup
      Day:
      The
      Closing Date.

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan and as of any date of determination, (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), minus
      (ii) 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.
      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
      the 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.

     

    Stepdown
      Date:
      The
      earlier to occur of (i) the first Distribution Date following the Distribution
      Date on which the aggregate Class Certificate Balances of the Class A
      Certificates have been reduced to zero and (ii) the later to occur of (a) the
      Distribution Date in December 2009 and (b) the first Distribution Date on which
      the Credit Enhancement Percentage for the Class A Certificates (calculated
      for
      this purpose only after taking into account payments of principal applied to
      reduce the Stated Principal Balance of the Mortgage Loans for that Distribution
      Date but prior to any applications of Principal Payment Amount to the
      Certificates on that Distribution Date) is greater than or equal to
      36.80%.

     

    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.

     

    Subsequent
      Recovery:
      With
      respect to any Mortgage Loan or related Mortgaged Property that became a
      Liquidated Mortgage Loan or was otherwise disposed of, all amounts received
      in
      respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount
      related to such Mortgage Loan or Mortgaged Property is allocated to reduce
      the
      Class Certificate Balance of any Class of Class M Certificates.
      Any Subsequent Recovery that is received during a Prepayment Period will be
      included as part of the Principal Remittance Amount for the related Distribution
      Date.

     

    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 subservicing agreement that are identified
      in
      Item 1122(d) of Regulation AB.

     

    
      
        
        

      

      
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    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 Agreeement.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 4.06 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Supplemental Interest Trust Account, the Swap Account, the Excess
      Reserve Fund Account, the Cap Agreement, the Cap Account, the Collateral
      Account, the right to receive the Class X Distributable Amount as provided
      in
      Section 4.02(a)(iii)(J), the Class LT4-I Interest in REMIC 4 and the right
      to
      receive Class I Shortfalls. 

     

    Supplemental
      Interest Trust Account:
      The
      Account created pursuant to Section 4.06(a).

     

    Swap
      Account:
      The
      sub-account of the Supplemental Interest Trust Account created pursuant to
      Section 4.06(a).

     

    Swap
      Agreement:
      The
      interest rate swap agreement entered into by the Supplemental Interest Trust
      and
      the Swap Counterparty, dated December 5, 2006, which agreement provides for,
      among other things, a Net Swap Payment to be paid pursuant to the conditions
      provided therein, commencing with the Distribution Date in January 2007 and
      ending on the Distribution Date in July 2010, together with any schedules,
      confirmations or other agreements relating thereto, attached hereto as Exhibit
      O.

     

    Swap
      Amount:
      With
      respect to each Distribution Date and the related Swap Payment Date, the sum
      of
      any Net Swap Payment and any Swap Termination Payment deposited in the Swap
      Account.

     

    Swap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Swap Agreement, and
      any successor in interest or assigns. Initially, the Swap Counterparty shall
      be
      ABN AMRO Bank N.V.

     

    Swap
      Counterparty Trigger Event:
      A Swap
      Counterparty Trigger Event shall have occurred if any of a Swap Default with
      respect to which the Swap Counterparty is a Defaulting Party, a Termination
      Event (other than a “Tax Event” or “Illegality” as such terms are defined in the
      Master Agreement) with respect to which the Swap Counterparty is the sole
      Affected Party or an Additional Termination Event with respect to which the
      Swap
      Counterparty is the sole Affected Party has occurred.

     

    
      
        
        

      

      
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    Swap
      Default:
      Any of
      the circumstances constituting an “Event of Default” under the Swap
      Agreement.

     

    Swap
      LIBOR:
      With
      respect to any Distribution Date (and the Accrual Period relating to such
      Distribution Date), the product of (i) the Floating Rate Option (as defined
      in
      the Swap Agreement) for the related Swap Payment Date, (ii) two, and (iii)
      the
      quotient of (a) the actual number of days in the Accrual Period for the LIBOR
      Certificates and (b) 30, as calculated by the Swap Counterparty and furnished
      to
      the Securities Administrator.

     

    Swap
      Payment Date:
      For so
      long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
      the Business Day immediately preceding each Distribution Date.

     

    Swap
      Replacement Receipts:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Replacement Receipts Account:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment required to be made by the Supplemental Interest Trust to the Swap
      Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
      as
      applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
      due on previous Distribution Dates and accrued interest thereon as provided
      in
      the Swap Agreement, as calculated by the Swap Counterparty and furnished to
      the
      Securities Administrator.

     

    Swap
      Termination Receipts:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Termination Receipts Account:
      As
      defined in Section 4.08(a)(i).

     

    Tax
      Matters Person:
      The Holder of the Class R Certificates designated as “tax matters person” of
      each REMIC created hereunder in the manner provided under Treasury Regulations
      Section 1.860F-4(d) and Treasury Regulations Section
      301.6231(a)(7)-1.

     

    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
      Event:
      The
      occurrence of a termination event under the termination provision of the Cap
      Agreement or Swap Agreement, as applicable.

     

    Termination
      Price:
      As
      defined in Section 11.01.

     

    
      
        
        

      

      
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    Total
      Monthly Excess Spread:
      As to
      any Distribution Date, an amount equal to the excess, if any, of (i) the
      interest on the Mortgage Loans (other than Prepayment Interest Excesses)
      received by the Servicers on or prior to the related Determination Date or
      advanced by the Servicers for the related Remittance Date (net of Expense Fees)
      over (ii) the sum of the amounts payable to the Certificates pursuant to
      Section 4.02(a)(i)(A) through (E) on such Distribution Date.

     

    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.

     

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

     

    Trigger
      Event:
      Either
      a Cumulative Loss Trigger Event or a Delinquency Trigger Event.

     

    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 Collection
      Accounts, the Master Servicing Account, the Distribution Account, the Cap
      Termination Receipts Account, the Cap Replacement Receipts Account the Swap
      Termination Receipts Account, the Swap Replacement Receipts 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.

     

    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) and
      PTE 2002-41, 67 Fed. Reg. 54487 (2002), or any successor
      exemption.

     

    Unpaid
      Realized Loss Amount:
      With
      respect to any Class of Class M Certificates and as to any
      Distribution Date, is the excess of (i) Applied Realized Loss Amounts with
      respect to such Class over (ii) the sum of (a) all distributions
      in reduction of such Applied Realized Loss Amounts on all previous Distribution
      Dates, and (b) the amount by which the Class Certificate Balance of
      such Class has been increased due to the distribution of any Subsequent
      Recoveries on all previous Distribution Dates. Any amounts distributed to a
      Class of Class M Certificates in respect of any Unpaid Realized Loss
      Amount will not be applied to reduce the Class Certificate Balance of such
      Class.

     

    
      
        
        

      

      
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    Upper
      Tier REMIC:
      As
      described in the Preliminary Statement.

     

    Upper
      Tier REMIC Regular Interest:
      As
      described in the Preliminary Statement.

     

    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, 1.00% of all Voting Rights
      shall be allocated to each of the Class A-IO, Class X, Class P and Class R
      Certificates, if any (such Voting Rights to be allocated among the holders
      of
      Certificates of each such Class in accordance with their respective
      Percentage Interests) and 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. After the
      Class Notional Balance of the Class A-IO Certificates have been reduced to
      zero,
      the Voting Rights allocated to the Class A-IO Certificates will be allocated
      to
      any outstanding Classes of LIBOR Certificates on a pro
      rata
      basis.


     

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

     

    ARTICLE
      II


     

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01 Conveyance
      of Mortgage Loans. (a) 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 of this Agreement, the Derivative Agreements shall be
      delivered to the Securities Administrator. In connection therewith, the
      Depositor hereby directs the Securities Administrator (solely in its capacity
      as
      trustee of the Supplemental Interest Trust) and the Securities Administrator
      is
      hereby authorized to execute and deliver each of the Derivative Agreements
      on
      behalf of the Supplemental Interest Trust, for the benefit of
      Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Credit
      Risk Manager and the Certificateholders (by their acceptance of such
      Certificates) acknowledge and agree that the Securities Administrator is
      executing and delivering the Derivative Agreements solely in its capacity as
      trustee of the Supplemental Interest Trust and not in its individual capacity.
      The Securities Administrator shall have no duty or responsibility to enter
      into
      any other interest rate swap agreement upon the expiration or termination of
      the
      Swap Agreement or interest rate cap agreement upon the termination of the Cap
      Agreement unless so directed by the Depositor.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

    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;

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    (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

     

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

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

    From
      time
      to time, a Mortgage Loan Seller, the Depositor or a 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 November 1, 2006, for
      HSI
      Asset Securitization Corporation Trust 2006-HE2”.

     

    (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 Securitization Corporation Trust 2006-HE2”
and Deutsche Bank National Trust Company is hereby appointed as Trustee and
      Citibank is appointed as Securities Administrator 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 Schedules hereto.

     

    (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.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

    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 Substititute
      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.

     

    (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 12.05(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.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

    (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. 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.

     

    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.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

    Section
      2.05 REMIC
      Matters. The
      Preliminary Statement sets forth the designations for federal income tax
      purposes of all interests created hereby.  The “Startup
      Day”
for
      purposes of the REMIC Provisions shall be the Closing Date.  The
“latest
      possible maturity date”
is
      the
      Distribution Date occurring three years after the month in which the
      latest Mortgage Loan maturity date (of the Mortgage Loans held in the Trust
      on
      the Closing Date) occurs.

     

    Section
      2.06 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;

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

    (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 12.04.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.06 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)  
      (i) The Securities Administrator shall establish and maintain the Excess Reserve
      Fund Account as an asset of the Supplemental Interest Trust, on behalf of the
      Class X Certificateholders, to receive any Basis Risk Payment and to secure
      their limited recourse obligation to pay to the LIBOR Certificateholders and
      the
      Class A-IO Certificateholders any Basis Risk Carryover Amounts. The Excess
      Reserve Fund Account shall be funded on the Closing Date with an initial deposit
      of $1,000 by the Depositor.

     

    (ii) On
      each
      Distribution Date, the Securities Administrator shall deposit the amount of
      any
      Basis Risk Payment for such date into the Excess Reserve Fund Account.


     

    (b) (i) On
      each
      Distribution Date on which there exists a Basis Risk Carryover Amount on any
      Class of LIBOR Certificates or Interest-Only Certificates, the Securities
      Administrator shall (1) withdraw from the Distribution Account and deposit
      in the Excess Reserve Fund Account, as set forth in
      Section 4.02(a)(iii)(D), the lesser of (x) the Class X
      Distributable Amount (without regard to the reduction in the definition thereof
      with respect to the Basis Risk Payment (to the extent remaining after the
      distributions specified in Sections  4.02(a)(iii)(A)
      through (I))) and (y) the aggregate Basis Risk Carryover Amounts for such
      Distribution Date and (2) withdraw from the Excess Reserve Fund Account
      amounts necessary to pay to such Class or Classes of LIBOR Certificates and
      the Interest-Only Certificates the applicable Basis Risk Carryover Amount.
      Such
      payments shall be allocated to those Classes on a pro rata
      basis
      based upon the amount of Basis Risk Carryover Amount owed to each such
      Class and shall be paid in the priority set forth in
      Sections 4.02(a)(iii)(E).

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

    (ii) The
      Securities Administrator shall account for the Excess Reserve Fund Account
      as an
      asset of a grantor trust under subpart E, Part I of subchapter J
      of the Code and not as an asset of any REMIC created pursuant to this Agreement.
      The beneficial owners of the Excess Reserve Fund Account are the Class X
      Certificateholders. For all federal tax purposes, amounts transferred by the
      Upper Tier REMIC to the Excess Reserve Fund Account shall be treated as
      distributions by the Securities Administrator to the Class X
      Certificateholders.

     

    (iii) Any
      Basis
      Risk Carryover Amounts paid by the Securities Administrator to the LIBOR
      Certificateholders or holders of Interest-Only Certificates shall be accounted
      for by the Securities Administrator as amounts paid first to the Holders of
      the
      Class X Certificates and then to the respective Class or Classes of
      LIBOR Certificates and Interest-Only Certificates. In addition, the Securities
      Administrator shall account for such Certificateholders’ rights to receive
      payments of Basis Risk Carryover Amounts as rights in a limited recourse
      notional principal contract written by the Class X Certificateholders in
      favor of such Certificateholders.

     

    (iv) Notwithstanding
      any provision contained in this Agreement, the Securities Administrator shall
      not be required to make any payments to and from the Excess Reserve Fund Account
      except as expressly set forth in this Section 3.01(b) and
      Sections 4.02(a)(iii)(E) and (J).

     

    (c) The
      Master Servicer shall establish and maintain the Master
      Servicing Account on behalf of the Certificateholders. The Master Servicer
      shall, promptly upon receipt, deposit in the Master Servicing Account
      and retain therein the following:

     

    (i) the
      aggregate amount remitted by the Servicers to the Master Servicer pursuant
      to
      the Servicing Agreements;

     

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

     

    (iii) any
      other
      amounts deposited hereunder which are required to be deposited in
      the Master Servicing Account.

    

      In
        the
        event that a Servicer shall remit any amount not required to be remitted,
        it may
        at any time direct the Master Servicer in writing to withdraw such amount
        from
        the Master Servicing Account, any provision herein to the contrary
        notwithstanding. Such direction may be accomplished by delivering notice
        to the
        Master Servicer which describes the amounts deposited in error in the Master
        Servicing Account. All funds deposited in the Master Servicing Account shall
        be
        held by the Master Servicer in trust for the Certificateholders until disbursed
        in accordance with this Agreement. On each Master Servicer Remittance Date,
        the
        entire amount 206115 HASCO 2006-HE2 Pooling and Servicing Agreement on deposit
        in the Master Servicing Account (subject to permitted withdrawals as set
        forth
        above) shall be remitted to the Securities Administrator for deposit into
        the
        Distribution Account by wire transfer in immediately available
        funds.

      


      (d)
        The
        Securities Administrator shall establish and maintain the Distribution Account
        on behalf of the Certificateholders. The Securities Administrator shall,
        promptly upon receipt, deposit in the Distribution Account 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 deposited by the Servicers pursuant to the Servicing Agreements in
        connection with any losses on Permitted Investments;

      


      (iii)
        any
        amount remitted by the Master Servicer from the Master Servicing Account
        pursuant to this Agreement; and

      


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

       

    

    In
      the
      event that a Servicer or the Master 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. 

     

    
      
        
        

      

      
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        Section
          3.02 Investment
          of Funds in the Distribution Account and the Master Servicing Account.
          

      

    

     

    (a) During
      the Securities Administrator’s Float Period, the Securities Administrator shall
      hold the funds in the Distribution Account uninvested, and shall have the
      benefit of the use of such funds. During
      the Master Servicer’s Float Period, the Master Servicer shall hold the funds in
      the Master Servicing Account uninvested, and shall have the benefit of the
      use
      of such funds.

     

    (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 2007, 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 Master Servicer shall confirm that
      the
      assessments, taken as a whole, address all of the applicable 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.

     

    The
      Master Servicer shall enforce any obligation of each Servicer to cause to be
      delivered to the Master Servicer 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. The Master Servicer
      will promptly forward any assessment of compliance it receives from any Servicer
      to the Securities Administrator.

     

    
      
        
        

      

      
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    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 2007, 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. 

     

    Prior
      to
      executing any Form 10-K, the Master Servicer 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. 

     

    The
      Master Servicer shall enforce any obligation of each Servicer to cause to be
      delivered to the Master Servicer an attestation within the time
      frames set
      forth
      in the related Servicing Agreements, and in such form and substance as may
      be
      required by the related Servicing Agreements. The Master Servicer will promptly
      forward any attestation it receives on behalf of 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. 

     

    
      
        
        

      

      
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    Section
      3.05 Annual
      Officer’s Certificates.
      (a)
      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 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 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 facsimile
      at
      469-220-1572. 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 subservicing 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 subservicing agreement, as the case may be.
      Notwithstanding the foregoing, (i) the Securities Administrator shall not be
      required to deliver a Back-Up Certification to the Master Servicer 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 2007, 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.

     

    In
      the
      event the Master Servicer or any Servicing Function Participant engaged by
      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. 

     

    
      
        
        

      

      
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    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.

     

    Section
      3.06 Indemnification.
      (a) Each
      of
      the Depositor, the Master Servicer, the Securities Administrator, the Custodian
      and any Servicing Function Participant (each, an “Indemnifying Party”) engaged
      by any such party, shall indemnify and hold harmless the Trustee and each other
      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 (a) 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, (b) any material
      misstatement or omission in any information, data or materials provided by
      such
      party including any material misstatement or material omission in (i) any annual
      statement of compliance or annual assessment of compliance with Servicing
      Criteria delivered by it, or by any Servicing Function Participant engaged
      by
      it, pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure,
      Additional Form 10-K Disclosure or Form 8-K Disclosure Information provided
      by
      it, or (c) 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.

     

    
      
        
        

      

      
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    Section
      3.07 Advances.
      (a)  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.

     

    (b) To
      the
      extent provided in the related Servicing Agreement, on each Remittance Date,
      each Servicer shall remit in immediately available funds to the Master
      Servicer  or the Securities Administrator, as applicable, 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.

     

    
      
        
        

      

      
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    (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.

     

    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 and on each Master Servicer Remittance Date, the Securities
      Administrator shall deposit in the Distribution Account all funds remitted
      to it
      by the Master Servicer pursuant to this Agreement. 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 or the Servicers for amounts due in accordance with this Agreement,
      (iv) all amounts representing Prepayment Charges (payable to the Class P
      Certificateholders), (v) to reimburse the Master Servicer, the Securities
      Administrator, 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 and (vi) any other amounts that each of the Depositor, Trustee, Master
      Servicer and the Securities Administrator is entitled to receive hereunder
      for
      reimbursement, indemnification or otherwise. 

     

    Section
      4.02 Priorities
      of Distribution. (a)  On
      each Distribution Date (or, in the case of deposits into the Supplemental
      Interest Trust, on the Derivative Payment Date), the Securities Administrator
      shall make the disbursements and transfers from amounts then on deposit in
      the
      Distribution Account and from amounts that are available for payment to the
      Swap
      Counterparty, and shall allocate such amounts to the interests issued in respect
      of each REMIC created pursuant to this Agreement and shall distribute such
      amounts in the following order of priority and to the extent of the Available
      Funds remaining:

     

    (i) to
      the
      Final Maturity Reserve Fund, the Supplemental Interest Trust and the holders
      of
      each Class of LIBOR Certificates and the Class A-IO Certificates in the
      following order of priority:

     

    (A) On
      the
      Distribution Date in December 2016 and each Distribution Date thereafter until
      the Final Maturity Reserve Funding Date, from the Interest Remittance Amount,
      for deposit into the Final Maturity Reserve Fund, any required Final Maturity
      Required Deposit;

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

    (B) from
      the
      Interest Remittance Amount related to both Loan Groups, for deposit into the
      Supplemental Interest Trust Account, the amount of any Net Derivative Payment
      or
      Swap Termination Payment (other than a Swap Termination Payment resulting from
      a
      Swap Counterparty Trigger Event) owed to the Derivative Counterparty, including
      any such amounts remaining unpaid from previous Distribution Dates;

     

    (C)
       from
      the
      Interest Remittance Amount related to both Loan Groups, to the Class A-IO
      Certificates, the related Senior Interest Payment Amount for such Class;


     

    (D) concurrently:

     

    (1)
      from
      the remaining Interest Remittance Amount related to the Group I Mortgage Loans,
      to the Class I-A Certificates, the related Senior Interest Payment Amount for
      such Class of Certificates on such Distribution Date; and 

     

    (2)
      from
      the remaining Interest Remittance Amount related to the Group II Mortgage Loans,
      to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
      pro
      rata,
      based
      on the amounts distributable under this clause (i)(D)(2), the related Senior
      Interest Payment Amount for each such Class of Certificates on such Distribution
      Date;

     

    provided, that,
      if the
      Interest Remittance Amount for either Loan Group is insufficient to make the
      related payments set forth in clauses (i)(D)(1) or (i)(D)(2) above, any Interest
      Remittance Amount relating to the other Loan Group remaining after payment
      of
      the Senior Interest Payment Amount to the related Certificate Group will be
      available to cover that shortfall, such amounts to be allocated to those Classes
      experiencing such shortfall on a pro
      rata
      basis in
      proportion to the amounts of such shortfall; and

     

    (E) from
      any
      remaining Interest Remittance Amount after taking into account the distributions
      made under clauses (i)(A) through (i)(D) above, sequentially, to each Class
      of
      Class M Certificates, in ascending order by numerical Class designation, the
      Interest Payment Amount for such Class and such Distribution Date;

     

    (ii) (A)  on
      each Distribution Date (or, in the case of deposits into the Supplemental
      Interest Trust, on the Derivative Payment Date) (1) before the Stepdown
      Date or (2) with respect to which a Trigger Event is in effect, to the
      Supplemental Interest Trust and to the holders of the Class or Classes of
      LIBOR Certificates then entitled to distributions of principal as set forth
      below, from amounts remaining on deposit in the Distribution Account after
      making distributions pursuant to paragraph (a)(i) of this Section 4.02, an
      amount equal to, in the aggregate, the Principal Payment Amount, in the
      following amounts and order of priority:

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Derivative Payment
      or Swap Termination Payment (other than a Swap Termination Payment resulting
      from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty
      to
      the extent unpaid pursuant to clause (a)(i)(B) of this Section
      4.02;

     

    (b) concurrently,
      (1) to the Class I-A Certificates, the Group I Principal Payment Amount, until
      the Class Certificate Balance of the Class I-A Certificates is reduced to zero
      and (2) to the Group II Certificates, the Group II Principal Payment Amount,
      until their respective Class Certificate Balances are reduced to zero, allocated
      in each case among such Classes of a Certificate Group as set forth in Section
      4.02(c);

     

    (c) sequentially,
      to each Class of Class M Certificates, in ascending order by numerical
      Class designation, until their respective Class Certificate Balances are
      reduced to zero; and

     

    (B) on
      each
      Distribution Date (or, in the case of deposits into the Supplemental Interest
      Trust, on the Derivative Payment Date) on and after the Stepdown Date and as
      long as a Trigger Event is not in effect, to the Supplemental Interest Trust
      and
      to the holders of the Class or Classes of LIBOR Certificates then entitled
      to distributions of principal, from amounts remaining on deposit in the
      Distribution Account after making distributions pursuant to paragraph (a)(i)
      of
      this Section 4.02, an amount equal to, in the aggregate, the Principal Payment
      Amount, in the following amounts and order of priority:

     

    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Derivative Payment
      or Swap Termination Payment (other than a Swap Termination Payment resulting
      from a Swap Counterparty Trigger Event) owed to the Derivative Counterparty
      to
      the extent unpaid pursuant to clause (a)(i)(B) of this Section
      4.02;

     

    (b) concurrently
      (1) to the Class I-A Certificates, the Group I Senior Principal Payment Amount,
      until the Class Certificate Balance of the Class I-A Certificates is reduced
      to
      zero and (2) to the Group II Certificates, the Group II Senior Principal Payment
      Amount, until their respective Class Certificate Balances are reduced to zero,
      allocated in each case among such Classes of a Certificate Group as described
      in
      Section 4.02(c);

     

    (c) sequentially,
      to each Class of Class M Certificates, in the order set forth in the
      definition of Class M Principal Payment Amount, the Class M Principal
      Payment Amount for the related Class of Class M certificates, until their
      respective Class Certificate Balances are reduced to zero;

     

    (iii) any
      amounts remaining after the distributions in paragraphs (i) and (ii) of
      this Section 4.02(a), plus, as specifically indicated below, from amounts on
      deposit in the Excess Reserve Fund Account, shall be distributed in the
      following order of priority:

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

    (A) to
      the
      Class A-IO Certificates, any Senior Interest Payment Amount not paid pursuant
      to
      clause (a)(i)(C) of this Section 4.02; 

     

    (B) to
      the
      Class A Certificates, any Senior Interest Payment Amount not paid pursuant
      to
      clause (a)(i)(D) of this Section 4.02 allocated pro
      rata
      among
      such Classes in proportion to the amount of the unpaid Senior Interest Payment
      Amount for such Classes;

     

    (C) sequentially,
      to the holders of the Class M Certificates, in ascending order by numerical
      Class designation, first,
      any
      Interest Payment Amount for any such Class not paid for such Distribution Date
      pursuant to clause (a)(i)(E) of this Section 4.02, second,
      any
      Interest Carry Forward Amount for any such Class, and third,
      any
      Unpaid Realized Loss Amount for any such Class;

     

    (D) to
      the
      Excess Reserve Fund Account, the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (E) from
      amounts on deposit in the Excess Reserve Fund Account with respect to such
      Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount
      with respect to each Class of LIBOR Certificates and the Class A-IO Certificates
      for such Distribution Date, allocated in the same order and priority as set
      forth in clauses (a)(i)(C), (a)(i)(D) and (a)(i)(E) of this Section
      4.02;

    


    (F) if
      a
      Final Maturity OC Trigger Event is in effect, in the following order of
      priority:

     

    
      	 	
              (1)

            	
              pro
                rata,
                based on the aggregate Class Certificate Balance of the Group I
                Certificates and the aggregate Class Certificate Balance of the Group
                II
                Certificates, 

            


    

     

    
      	 	
              (x)

            	
              to
                the Class I-A Certificates until the Class Certificate Balance thereof
                has
                been reduced to zero;

            


    

    


    
      	 	
              (y)

            	
              to
                the Class II-A-1, Class II-A-2 Class II-A-3 and Class II-A-4 Certificates,
                sequentially, in that order, until the Class Certificate Balances
                thereof
                have been reduced to zero;

            


    

    


    
      	 	
              (2)

            	
              sequentially
                to each class of Class M Certificates, in ascending order by numerical
                class designation, until their respective Class Certificate Balances
                are
                reduced to zero;

            


    

     

    (G) to
      the
      Credit Risk Manager, the Credit Risk Manager Fee;

     

    (H) On
      the
      Distribution Date occurring in December 2011 (or the next succeeding
      Distribution Date on which sufficient funds are available in the Distribution
      Account to make such distributions to the Class P Certificates), $100 to the
      Class P Certificates in payment of its Class P Principal Amount;

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

    (I) to
      the
      Swap Counterparty, any Swap Termination Payment resulting from a Swap
      Counterparty Trigger Event;

     

    (J) to
      the
      holders of the Class X Certificates, the remainder of the Class X
      Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)
      through (I); and

     

    (K) to
      the
      holders of the Class R Certificates, any remaining amount;

     

    If
      on any
      Distribution Date, as a result of the foregoing allocation rules, any
      Class of Class A Certificates does not receive in full the related
      Senior Interest Payment Amount, then such shortfall will be allocated to the
      Holders of such Class, with interest thereon, on future Distribution Dates,
      as
      Interest Carry Forward Amounts, subject to the priorities described
      above.

     

    (b) On
      each
      Distribution Date, prior to any distributions on any other Class of
      Certificates, all amounts representing Prepayment Charges from the Mortgage
      Loans received during the related Prepayment Period shall be distributed by
      the
      Securities Administrator to the holders of the Class P
      Certificates.

     

    (c) All
      principal distributions to the holders of the Class A Certificates (other than
      the Class A-IO Certificates) on any Distribution Date prior to the Stepdown
      Date
      will be allocated concurrently to (i) the Group I Certificates and (ii) the
      Group II Certificates based on the Group Principal Allocation Percentage for
      the
      Group I Certificates and the Group II Certificates, as applicable, for that
      Distribution Date. On or after the Stepdown Date, as long as no Trigger Event
      is
      in effect, principal distributions to the holders of the Certificates of either
      Certificate Group will be determined based on the Group I Senior Principal
      Payment Amount or Group II Senior Principal Payment Amount, as applicable.
      However, if the Class Certificate Balances of the Certificates in either
      Certificate Group are reduced to zero before the Stepdown Date, then the
      remaining amount of principal distributions distributable to the Certificates
      of
      the retired Certificate Group on that Distribution Date, and on all subsequent
      Distribution Dates, will be distributed to the holders of the Certificates
      in
      the other Certificate Group remaining outstanding, in accordance with the
      principal distribution priorities described in Section 4.02(a)(ii)(A)(b) for
      such Certificate Group and this Section 4.02(c). If the Class Certificate
      Balances of the Certificates in either Certificate Group are reduced to zero
      on
      or after the Stepdown Date, then the remaining amount of principal distributions
      distributable to the Certificates of the retired Certificate Group on that
      Distribution Date, and all subsequent Distribution Dates, will be distributed
      to
      the holders of the Certificates of the Certificate Group remaining outstanding,
      in accordance with the priorities described in Section 4.02(a)(ii)(B)(b) for
      such Certificate Group and this Section 4.02(c), but without regard to the
      related Certificate Group’s Senior Principal Payment Amount. 

     

    Any
      principal distributions allocated to the Group II Certificates will be allocated
      sequentially as follows:

     

    (i) to
      the
      Class II-A-1 Certificates, until the Class Certificate Balance of such Class
      has
      been reduced to zero;

     

    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    

    (ii) 
      to the
      Class II-A-2 Certificates, until the Class Certificate Balance of such Class
      has
      been reduced to zero;

     

    (iii) to
      the
      Class II-A-3 Certificates, until the Class Certificate Balance of such Class
      has
      been reduced to zero; and

     

    (iv) to
      the
      Class II-A-4 Certificates, until the Class Certificate Balance of such Class
      has
      been reduced to zero.

     

    Notwithstanding
      the above paragraph, on and after the Distribution Date on which the aggregate
      Class Certificate Balances of the Class M Certificates and the
      Overcollateralization Amount have been reduced to zero, any principal
      distributions allocated to the Group II Certificates are required to be
      allocated pro
      rata
      among
      the Classes of Group II Certificates, based upon their respective Class
      Certificate Balances.

     

    (d) On
      any
      Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest
      Shortfalls for such Distribution Date shall be allocated by the Securities
      Administrator as a reduction in the following order:

     

    (i) First,
      to the
      amount of interest payable to the Class X Certificates; and

     

    (ii) Second,
      pro
      rata,
      as a
      reduction of the Interest Payment Amount for the Class A and Class M
      Certificates, based on the amount of interest to which such Classes would
      otherwise be entitled.

     

    (e) On
      any
      Distribution Date (or any Derivative Payment Date, as applicable), the
      Securities Administrator shall distribute any Swap Amount and Cap Amount for
      such date as follows:

     

    (i) to
      the
      Derivative Counterparty, any Net Derivative Payment owed to the Derivative
      Counterparty pursuant to the Swap Agreement for such Derivative Payment Date
      to
      the extent not previously paid pursuant to Sections 4.02(a)(i)(B),
      4.02(a)(ii)(A) or 4.02(a)(ii)(B);

     

    (ii) to
      the
      Swap Counterparty, any Swap Termination Payment not resulting from a Swap
      Counterparty Trigger Event owed to the Swap Counterparty pursuant to the Swap
      Agreement for such Derivative Payment Date;

     

    (iii) to
      the
      extent not paid and in the order of priority provided in clauses (a)(i)(C),
      (a)(i)(D) and (a)(i)(E) of this Section 4.02, to the Class A Certificates any
      Senior Interest Payment Amounts, and to the Class M Certificates, in ascending
      order by numerical class designation, any Interest Payment Amounts;

     

    (iv) to
      the
      Class A Certificates (other than the Class A-IO Certificates) and the Class
      M
      Certificates in the order of priority set forth in clauses (a)(ii)(A)(b),
      (a)(ii)(A)(c), (a)(ii)(B)(b) and (a)(ii)(B)(c) of this Section 4.02, an amount
      necessary to maintain the Overcollateralization Target Amount for such
      Distribution Date after giving effect to distributions pursuant to such
      clauses;

     

    
      
        
        

      

      
        -70-

        
          

        

      

      
        
        

      

    

    (v) to
      the
      extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02,
      sequentially, to the each Class of Class M Certificates, in ascending order
      by
      numerical Class designation, first,
      any
      Interest Carry Forward Amount for that Class, and second,
      any
      Unpaid Realized Loss Amount for that Class;

     

    (vi) to
      the
      extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the
      Excess Reserve Fund Account, the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (vii) to
      the
      extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the
      LIBOR Certificates and the Class A-IO Certificates, any remaining unpaid Basis
      Risk Carryover Amount with respect to such Certificates for that Distribution
      Date, allocated in the same order and priority as set forth in such
      clause;

     

    (viii) to
      the
      extent not paid pursuant to clause (a)(iii)(G) of this Section 4.02, to the
      Credit Risk Manager, the Credit Risk Manager Fee;

     

    (ix) if
      applicable, to the Swap Termination Receipts Account or Cap Termination Receipts
      Account for application to the purchase of a replacement swap agreement or
      replacement cap agreement pursuant to Section 4.08;

     

    (x) to
      the
      extent not paid pursuant to clause (a)(iii)(I) of this Section 4.02, to the
      Swap
      Counterparty, any Swap Termination Payment resulting from a Swap Counterparty
      Trigger Event; and

     

    (xi) to
      the
      extent not paid pursuant to clause (a)(iii)(J) of this Section 4.02, to the
      holders of the Class X Certificates, the remainder of the Class X
      Distributable Amount.

     

    With
      respect to each Distribution Date, the sum of all amounts distributed pursuant
      to priorities (e)(iv) and (e)(v) second
      of this
      Section 4.02(e) cannot exceed the amount of cumulative Realized Losses incurred
      up to such Distribution Date minus any distributions made on previous
      Distribution Dates pursuant to such priorities.

     

    (f) On
      the
      earlier of the Distribution Date in December 2036 and the termination of the
      Trust Fund, all amounts on deposit in the Final Maturity Reserve Fund will
      be
      distributed in the following order of priority:

     

    (i) pro
      rata,
      based on the aggregate Class Certificate Balance of the Group I Certificates
      and
      the aggregate Class Certificate Balance of the Group II
      Certificates:

     

    (A) to
      the
      Class I-A Certificates until the Class Certificate Balance thereof has been
      reduced to zero;

     

    (B) to
      the
      Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
      sequentially, in that order, until their respective Class Certificate Balances
      have been reduced to zero;

     

    
      
        
        

      

      
        -71-

        
          

        

      

      
        
        

      

    

    (ii) sequentially,
      to each class of the Class M Certificates, in ascending order by numerical
      class
      designation, until their respective Class Certificate Balances have been reduced
      to zero; and

     

    (iii) to
      the
      Class X Certificates, all remaining amounts.

     

    Section
      4.03 Monthly
      Statements to Certificateholders. (a)  Not
      later than each Distribution Date, the Securities Administrator shall make
      available to each Certificateholder, the Master Servicer, the Servicers, the
      Credit Risk Manager, the Depositor, the Trustee, the Derivative Counterparty
      and
      each Rating Agency a statement, based on information provided by the Servicers
      and the Derivative Counterparty, 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, any Interest Carry Forward Amounts
      included in such distribution and any remaining Interest Carry Forward Amounts
      after giving effect to such distribution, any Basis Risk Carryover Amount for
      such Distribution Date and the amount of all Basis Risk Carryover Amount covered
      by withdrawals from the Excess Reserve Fund Account on 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, including any Basis Risk Carryover Amount
      not
      covered by amounts in the Excess Reserve Fund Account;

     

    (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 Expense 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 with respect to such
      Distribution Date;

     

    (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, (2) that have become REO Property, (3) that are in
      foreclosure and (4) that are in bankruptcy, in each case as of the close of
      business on the last Business Day of the immediately preceding
      month;

     

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

    (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) whether
      a
      Trigger Event has occurred and is continuing;

     

    (xiii) whether
      the Final Maturity OC Trigger is in effect;

     

    (xiv) the
      amount on deposit in the Final Maturity Reserve Fund, and the amount of deposits
      into, and distributions from, the Final Maturity Reserve Fund for such
      Distribution Date; 

     

    (xv) the
      amount on deposit in the Excess Reserve Fund Account (after giving effect to
      distributions on such Distribution Date);

     

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

     

    (xvii) the
      amount of any Net Monthly Excess Cash Flow on such Distribution Date and the
      allocation thereof to the Certificateholders with respect to Applied Realized
      Loss Amounts and Interest Carry Forward Amounts;

     

    (xiii) the
      Overcollateralization Amount and Overcollateralization Target
      Amount;

     

    (xix) Prepayment
      Charges collected by the Servicers;

     

    (xx) the
      Cumulative Loss Percentage and the Rolling Three Month Delinquency
      Rate;

     

    (xxi) the
      amount of Credit Risk Management Fees paid during the Due Period to which such
      Distribution Date relates; and

     

    (xxii) the
      amount of any Net Derivative Payment made to the Supplemental Interest Trust
      pursuant to Section 4.02, any Net Derivative Payment made to the Derivative
      Counterparty pursuant to Section 4.02, any Swap Termination Payment or Cap
      Termination Payment made to the Supplemental Interest Trust pursuant to Section
      4.02 and any Swap Termination Payment made to the Swap Counterparty pursuant
      to
      Section 4.02.

     

    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    

    (b) For
      purposes of preparing the Monthly Statement, delinquencies shall be determined
      and reported by the Master Servicer based on the so-called “OTS” methodology
      irrespective of the method for determining delinquencies utilized by the
      Servicers 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
      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 Mortgage Loan’s second
      succeeding Due Date. 

     

    (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.sf.citidirect.com
      and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-800-422-2066. 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 notifying the Securities Administrator at Citibank,
      N.A., 388 Greenwich Street, 14th
      Floor,
      New York, New York 10013, Attention: Structured Finance Agency and Trust -
      HASCO
      2006-HE2. 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 written request.

     

    (d) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon written 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.

     

    Section
      4.04 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 LIBOR Certificates
      for each Interest Accrual Period shall be determined by the Securities
      Administrator on each LIBOR Determination Date so long as the LIBOR Certificates
      are outstanding on the basis of LIBOR and the respective formula appearing
      in
      footnotes corresponding to the LIBOR Certificates in the table relating to
      the
      Certificates in the Preliminary Statement. The establishment of LIBOR by the
      Securities Administrator and the Securities Administrator’s subsequent
      calculation of the Certificate Interest Rate applicable to the LIBOR
      Certificates for the relevant Interest Accrual Period, in the absence of
      manifest error, will be final and binding.

     

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

    Section
      4.05 Allocation
      of Applied Realized Loss Amounts. Any
      Applied Realized Loss Amounts shall be allocated by the Securities Administrator
      to the most junior Class of Class M Certificates then outstanding in
      reduction of the Class Certificate Balance thereof.

     

    Section
      4.06 Supplemental
      Interest Trust.  (a)
      A
      separate trust is hereby established (the “Supplemental
      Interest Trust”),
      the
      corpus of which shall be held by the trustee of the Supplemental Interest Trust
      for the benefit of the Class X Certificateholders. The Securities Administrator
      is hereby appointed trustee of the Supplemental Interest Trust. The trustee
      of
      the Supplemental Interest Trust shall establish an account (the “Supplemental
      Interest Trust Account”) consisting of two sub-accounts (the “Swap
      Account”
and
      the
“Cap
      Account”),
      into
      each of which the Depositor shall deposit $500 on the Closing Date. The
      Supplemental Interest Trust Account shall be an Eligible Account, and funds
      on
      deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other monies, including, without limitation, other monies
      of the Securities Administrator held pursuant to this Agreement. 

     

    (b) In
      addition, the trustee of the Supplemental Interest Trust shall establish a
      collateral account (the “Collateral
      Account”).
      The
      Collateral Account shall be an Eligible Account, and funds on deposit therein
      shall be held separate and apart from, and shall not be commingled with, any
      other monies, including, without limitation, other monies of the Securities
      Administrator held pursuant to this Agreement.

     

    (c) The
      trustee of the Supplemental Interest Trust shall deposit into the Swap Account
      any Net Derivative Payment required pursuant to Sections 4.02(a)(i)(B),
      4.02(a)(ii)(A)(a) and 4.02(a)(ii)(B)(a), any Swap Termination Payment required
      pursuant to Sections 4.02(a)(i)(B), 4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a) and
      4.02(a)(iii)(I), and any amounts received from the Swap Counterparty under
      the
      Swap Agreement, and shall distribute from the Supplemental Interest Trust
      Account any Net Derivative Payment required pursuant to Section 4.02(e)(i)
      or
      any Swap Termination Payment required pursuant to Sections 4.02(e)(ii) or
      4.02(e)(x), as applicable.

     

    (d) The
      trustee of the Supplemental Interest Trust shall deposit into the Cap Account
      any amounts received from the Cap Counterparty under the Cap
      Agreement.

     

    (e) Funds
      in
      the Swap Account shall be invested in Permitted Investments constituting time
      deposits under clause (ii) of the definition thereof. Any earnings on such
      amounts shall be distributed on each Distribution Date pursuant to Section
      4.02(e). The Class X Certificates shall evidence ownership of the Swap Account
      for federal income tax purposes and the Holder thereof shall direct the trustee
      of the Supplemental Interest Trust, in writing, as to investment of amounts
      on
      deposit therein. The Sponsor shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class X
      Certificateholders as to investment of funds on deposit in the Swap Account,
      such funds shall be invested in the Fidelity Institutional Government Fund
      III
      (657), provided such fund remains in existence, or univested, provided such
      fund
      is no longer in existence . Any amounts on deposit in the Swap Account in excess
      of the Swap Amount on any Distribution Date shall be held for distribution
      pursuant to Section 4.02(e) on the following Distribution Date.

     

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

    (f) Funds
      in
      the Cap Account shall be invested in Permitted Investments constituting time
      deposits under clause (ii) of the definition thereof. Any earnings on such
      amounts shall be distributed on each Distribution Date pursuant to Section
      4.02(e). The Class X Certificates shall evidence ownership of the Cap Account
      for federal income tax purposes and the Holder thereof shall direct the trustee
      of the Supplemental Interest Trust, in writing, as to investment of amounts
      on
      deposit therein. The Sponsor shall be liable for any losses incurred on such
      investments. In the absence of prior written instructions from the Class X
      Certificateholders as to investment of funds on deposit in the Cap Account,
      such
      funds shall be invested in the Fidelity Institutional Government Fund III (657),
      provided such fund remains in existence, or univested, provided such fund is
      no
      longer in existence. Any amounts on deposit in the Cap Account in excess of
      the
      Cap Amount on any Distribution Date shall be held for distribution pursuant
      to
      Section 4.02(e) on the following Distribution Date.

     

    (g) Funds
      required to be held pursuant to the Credit Support Annex shall be deposited
      into
      the Collateral Account. Funds posted by the Cap Counterparty (or its credit
      support provider) and/or the Swap Counterparty (or its credit support provider)
      in the Collateral Account shall be invested in Permitted Investments. Any
      interest earnings on such amounts shall be remitted to the Cap Counterparty
      and/or Swap Counterparty, as applicable, pursuant to the terms of the Credit
      Support Annex. The trustee of the Supplemental Interest Trust shall not be
      liable for any losses incurred on such investments. In the absence of prior
      written instructions from the Cap Counterparty (or its credit support provider)
      and/or the Swap Counterparty (or its credit support provider) as to investment
      of funds on deposit in the Collateral Account, such funds shall be invested
      in
      the Fidelity Institutional Government Fund III (657), provided such
      fund remains in existence, or univested, provided such fund is no longer in
      existence. On the Distribution Date immediately following a Swap Payment Date
      where a shortfall exists with respect to a Net Swap Payment or a Swap
      Termination Payment owed by the Swap Counterparty as a result of its failure
      to
      make payments pursuant to the Swap Agreement, amounts necessary to cover such
      shortfall shall be removed from the Collateral Account, remitted to the Swap
      Account and distributed as all or a portion of such Net Swap Payment or Swap
      Termination Payment pursuant to Section 4.02(e). On the Distribution Date where
      a shortfall exists with respect to Cap Amounts owed by the Cap Counterparty
      as a
      result of its failure to make payments pursuant to the Cap Agreement, amounts
      necessary to cover such shortfall shall be removed from the Collateral Account,
      remitted to the Cap Account and distributed as all or a portion of such Cap
      Amount pursuant to Section 4.02(e). Any amounts on deposit in the Collateral
      Account required to be returned to the Cap Counterparty (or its credit support
      provider) and/or the Swap Counterparty (or its credit support provider), as
      applicable, as a result of (i) the termination of the Swap Agreement or Cap
      Agreement, as applicable, (ii) the procurement of a guarantor, (iii) the
      reinstatement of required ratings or (iv) otherwise pursuant to the Swap
      Agreement, shall be released directly to the Swap Counterparty and/or the Cap
      Counterparty, as applicable, pursuant to the terms of the Credit Support
      Annex.

     

    (h) Upon
      termination of the Trust Fund, any amounts remaining in the Swap Account or
      the
      Cap Account shall be distributed pursuant to the priorities set forth in Section
      4.02(e).

     

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

    (i) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the holder of the Class X Certificates unless and until
      the date when either (i) there is more than one Class X Certificateholder or
      (ii) any Class of Certificates in addition to the Class X Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes. Neither the Securities Administrator nor the
      Trustee shall be responsible for any entity level tax reporting for the
      Supplemental Interest Trust.

     

    (j) Any
      obligation of the Securities Administrator with respect to the Supplemental
      Interest Trust under the Swap Agreement or Cap Agreement shall be deemed to
      be
      an obligation of the Supplemental Interest Trust.

     

    (k) In
      the
      event that the Swap Counterparty or the Cap Counterparty fails to perform any
      of
      its obligations under the Swap Agreement and the Cap Agreement, respectively,
      (including, without limitation, its obligations to make any payment or transfer
      collateral), or breaches any of its representations and warranties under the
      Swap Agreement or the Cap Agreement, as applicable, or in the event that an
      Event of Default, Termination Event, or Additional Termination Event occurs
      (as
      such terms are defined in the Swap Agreement and the Cap Agreement), the trustee
      of the Supplemental Interest Trust shall, no later than the next Business Day
      following such failure, breach or occurrence, notify the Swap Counterparty
      or
      Cap Counterparty, as applicable, and give any notice of such failure and make
      any demand for payment pursuant to the Swap Agreement or Cap Agreement, as
      applicable. In the event that the Swap Counterparty’s or Cap Counterparty’s
      obligations are at any time guaranteed by a third party, then to the extent
      that
      the Swap Counterparty or Cap Counterparty fails to make any payment or delivery
      required under terms of the Swap Agreement or the Cap Agreement, as applicable,
      the trustee of the Supplemental Interest Trust shall, no later than the next
      Business Day following such failure, demand that such guarantor make any and
      all
      payments then required to be made by the applicable guarantor.

     

    Section
      4.07 Rights
      of
      the Swap Counterparty. The Swap Counterparty shall be deemed a third-party
      beneficiary of this Agreement to the same extent as if it were a party hereto
      and shall have the right to enforce its rights under this Agreement, which
      rights include but are not limited to the obligation of the trustee of the
      Supplemental Interest Trust (A) to deposit any Net Derivative Payment required
      pursuant to Sections 4.02(a)(i)(B), 4.02(a)(ii)(A)(a) and 4.02(a)(ii)(B)(a),
      and
      any Swap Termination Payment required pursuant to Sections 4.02(a)(i)(B),
      4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a) and 4.02(a)(iii)(I), into the Supplemental
      Interest Trust Account (B) to pay any Net Derivative Payment required pursuant
      to Section 4.02(e)(i) or Swap Termination Payment required pursuant to Sections
      4.02(e)(ii) or Section 4.02(e)(x), as applicable, to the Swap Counterparty
      and
      (C) to establish and maintain the Swap Account, to make such deposits thereto,
      investments therein and distributions therefrom as are required pursuant to
      Section 4.06. For the protection and enforcement of the provisions of this
      Section the Swap Counterparty shall be entitled to such relief as can be given
      either at law or in equity.

     

    
      
        
        

      

      
        -77-

        
          

        

      

      
        
        

      

    

    Section
      4.08 Termination
      Receipts. (a)(i) In the event of an “Early Termination Event” as defined
      under the Swap Agreement, (a) any Swap Termination Payment made by the Swap
      Counterparty to the Swap Account and paid pursuant to Section 4.02(e)(ix)
      (“Swap
      Termination Receipts”)
      will
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Swap
      Termination Receipts Account”)
      and
      (b) any amounts received from a replacement swap counterparty (“Swap
      Replacement Receipts”)
      will
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Swap
      Replacement Receipts Account”).
      The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Swap Termination Receipts Account and the Swap Replacement Receipts Account
      in time deposits of the Securities Administrator as permitted pursuant to clause
      (ii) of the definition of Permitted Investments or as otherwise directed in
      writing by a majority of the Certificateholders. All such Permitted Investments
      must be payable on demand or mature on a Distribution Date or such other date
      as
      directed by the Certificateholders. All such Permitted Investments will be
      made
      in the name of the Securities Administrator, as trustee of the Supplemental
      Interest Trust (in its capacity as such) or its nominee. All income and gain
      realized from any such investment shall be deposited in the Termination Receipts
      Account or the Replacement Receipts Account, as applicable, and all losses,
      if
      any, shall be borne by the related account. 

     

    (ii) Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement swap agreement(s)
      or
      procure a replacement guarantor, if applicable, and the Securities Administrator
      shall promptly, with the assistance and cooperation of the Depositor, use
      amounts on deposit in the Swap Termination Receipts Account, if necessary,
      to
      enter into replacement swap agreement(s) or to execute any other agreements
      with
      respect to such replacement guarantor, if applicable, which shall be executed
      and delivered by the Securities Administrator as trustee on behalf of the
      Supplemental Interest Trust upon receipt of written confirmation from each
      Rating Agency (if required pursuant to the terms of the Swap Agreement) that
      such replacement swap agreement(s) will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency. 

     

    Amounts
      on deposit in the Swap Replacement Receipts Account shall be held for the
      benefit of the related Swap Counterparty and paid to such Swap Counterparty
      if
      the Supplemental Interest Trust is required to make a payment to such Swap
      Counterparty following an event of default or termination event with respect
      to
      the Supplemental Interest Trust under the related Swap Agreement. Any amounts
      not so applied shall, following the termination or expiration of such Swap
      Agreement, be paid to the Class X Certificates.

     

    (b) (i)
      In
      the event of an “Early Termination Event” as defined under the Cap Agreement,
      (a) any Cap Termination Payment made by the Cap Counterparty to the Cap Account
      and paid pursuant to Section 4.02(e)(ix) (“Cap Termination Receipts”) shall be
      deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Cap
      Termination Receipts Account”) and (b) any amounts received from a replacement
      cap counterparty (“Cap Replacement Receipts”) will be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Securities Administrator (the “Cap Replacement Receipts Account”). The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Cap Termination Receipts Account in time deposits of the Securities
      Administrator as permitted by clause (ii) of the definition of Permitted
      Investments or as otherwise directed in writing by a majority of the
      Certificateholders. All such Permitted Investments must be payable on demand
      or
      mature on a Cap Payment Date, a Distribution Date or such other date as directed
      by the Certificateholders. All such Permitted Investments shall be made in
      the
      name of the Securities Administrator as trustee of the Supplemental Interest
      Trust (in its capacity as such) or its nominee. All income and gain realized
      from any such investment shall be deposited in the Cap Termination Receipts
      Account and all losses, if any, shall be borne by such account. 

     

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

    (ii) Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for one or more replacement interest
      rate cap agreements and the Securities Administrator shall promptly, with the
      assistance and cooperation of the Depositor, use amounts on deposit in the
      Cap
      Termination Receipts Account, if necessary, to enter into any such replacement
      interest rate cap agreement which shall be executed and delivered by the
      Securities Administrator as trustee of the Supplemental Interest Trust upon
      receipt of written confirmation from each Rating Agency that any such
      replacement interest rate cap agreement will not result in the reduction or
      withdrawal of the rating of any outstanding Class of Certificates with respect
      to which it is a Rating Agency.

    


    
      
        Section
          4.09 Final
          Maturity Reserve Trust. 

      

    

     

    (a) A
      separate trust is hereby established (the “Final
      Maturity Reserve Trust”),
      the
      corpus of which shall be held by the Securities Administrator, in trust, for
      the
      Certificateholders. The Securities Administrator is hereby appointed trustee
      of
      the Final Maturity Reserve Trust. The trustee of the Final Maturity Reserve
      Trust, shall establish an account (the “Final Maturity Reserve Fund”), into
      which the Depostor shall initially deposit $1,000. The Final Maturity Reserve
      Fund shall be an Eligible Account, and funds on deposit therein shall be held
      separate and apart from, and shall not be commingled with, any other monies,
      including, without limitation, other monies of the Securities Administator
      held
      pursuant to this Agreement.

     

    (b) On
      each
      Distribution Date beginning on the Distribution Date in December 2016 up to
      and
      including the Final Maturity Reserve Funding Date, if the aggregate Stated
      Principal Balance of the Mortgage Loans having an original term to maturity
      of
      40 years as of the last day of the related Due Period (after giving effect
      to
      principal prepayments in the Prepayment Period related to such Distribution
      Date) is greater than the amount set forth in Schedule II for that Distribution
      Date (the “Required
      Deposit Trigger Amount”),
      the
      trustee of the Final Maturity Reserve Trust will deposit an amount equal to
      the
      Final Maturity Required Deposit for that Distribution Date into the Final
      Maturity Reserve Fund pursuant to Sections 4.02(i)(A), until the amount on
      deposit in the Final Maturity Reserve Fund is equal to the Final Maturity
      Funding Cap.

     

    (c) The
      trustee of the Final Maturity Reserve Trust shall distribute the funds in the
      Final Maturity Reserve Fund pursuant to Section 4.02(f).

     

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

    (d) Funds
      in
      the Final Maturity Reserve Account shall be invested in Permitted Investments
      constituting time deposits under clause (ii) of the definition thereof. Any
      earnings on such amounts shall be distributed pursuant to Section 4.02(f).
      The
      Class X Certificates shall evidence ownership of the Final Maturity Reserve
      Trust for federal income tax purposes and the Depositor on behalf of the Holder
      thereof shall direct the trustee of the Final Maturity Reserve Trust, in
      writing, as to investment of amounts on deposit therein. The Sponsor shall
      be
      liable for any losses incurred on such investments. In the absence of prior
      written instructions from the Class X Certificateholders as to investment of
      funds on deposit in the Final Maturity Reserve Account, such funds shall be
      invested in Fidelity Institutional Government Fund III (657), provided such
      fund
      remains in existence, or univested, provided such fund is no longer in
      existence.

     

    (e) Upon
      termination of the Trust Fund, any amounts remaining in the Final Maturity
      Reserve Account shall be distributed pursuant to the priorities in Section
      4.02(f).

     

    (f) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Final Maturity Reserve Trust be disregarded
      as
      an entity separate from the holder of the Class X Certificates unless and until
      the date when either (a) there is more than one Class X Certificateholder or
      (b)
      any Class of Certificates in addition to the Class X Certificates is
      recharacterized as an equity interest in the Final Maturity Reserve Trust for
      federal income tax purposes. Neither the Securities Administrator nor the
      Trustee shall be responsible for any entity level tax reporting for the Final
      Maturity Reserve Trust.

     

    (g) For
      federal income tax purposes, any Certificateholder that receives a principal
      payment from the Final Maturity Reserve Trust shall be treated as selling a
      portion of its Certificate to the Class X Certificateholder and as having
      received the amount of the principal payment from the Class X Certificateholder
      as the proceeds of the sale. The portion of the Certificate that is treated
      as
      having been sold shall equal the amount of the corresponding reduction in the
      Certificate Principal Amount of such Certificate. Principal payments received
      from the Final Maturity Reserve Trust shall not be treated as distributions
      from
      any REMIC created hereby. All principal distributions from the Final Maturity
      Reserve Trust shall be accounted for hereunder in accordance with this Section
      4.09(g).

     

    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.

     

    The
      Depositor hereby directs the Securities Administrator to register the
      Class X, Class P and Class R Certificates in the name of HSBC
      Securities (USA) Inc. or its designee. On a date as to which the Depositor
      notifies the Securities Administrator, the Securities Administrator shall
      transfer the Class X and Class P Certificates in the name of the NIM
      Trustee, or such other name or names as the Depositor shall request, and to
      deliver the Class X and Class P Certificates to the NIM Trustee or to
      such other Person or Persons as the Depositor shall request.

     

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

    Subject
      to Section 11.02 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.
(a)  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.

     

    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.

     

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

    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. Except with respect to (i) the transfer of the
      Class X, Class P or Class R Certificates to the Depositor or an
      Affiliate of the Depositor, (ii) the transfer of the Class X or
      Class P Certificates to the NIM Issuer or the NIM Trustee, or (iii) a
      transfer of the Class X or Class P Certificates from the NIM Issuer or
      the NIM Trustee to the Depositor or an Affiliate of 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
      either (i) there shall be delivered to the Securities Administrator a
      letter in substantially the form of Exhibit I-A (the “Rule 144A
      Investment Letter”)
      or
      Exhibit I-B (the “Regulation
      S 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. 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 or Regulation S Investment Letter, as
      applicable, 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.

     

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

    Except
      with respect to (i) the transfer of the Class X, Class P or
      Class R Certificates to the Depositor or an Affiliate of the Depositor,
      (ii) the transfer of the Class X or Class P Certificates to the
      NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or
      Class P Certificates from the NIM Issuer or the NIM Trustee to the
      Depositor or an Affiliate of the Depositor, 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-A or Exhibit I-B), 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, Class
      X
      Certificate or a 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
      Sections I and III of PTCE 95-60 or (iii) in the case of any such
      ERISA-Restricted Certificate other than a Residual Certificate, Class X
      Certificate or Class P 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, any Servicer,
      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, other than a Class P
      Certificate, Class X 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
      Class P Certificate, Class X Certificate or Residual Certificate to a
      transferee that does not make the representation in clause (i) above
      shall be void and of no effect.

     

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

    None
      of
      the Class R, Class X or Class P 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.

    


    No
      transfer of an ERISA-Restricted Trust Certificate shall be made unless the
      Securities Administrator shall have received a representation letter from the
      transferee of such Certificate, substantially in the form set forth in Exhibit
      I-A or Exhibit I-B, to the effect that either (i) such transferee is neither
      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 Similar Law nor a
      Person acting on behalf of any such Plan or using the assets of any such Plan
      to
      effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted
      Trust Certificate are eligible for exemptive relief under the statutory
      exemption for non-fiduciary service providers under Section 408(b)(17) of ERISA
      and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
      95-60 or PTCE 96-23 or some other applicable exemption. Notwithstanding anything
      else to the contrary herein, any purported transfer of an ERISA-Restricted
      Trust
      Certificate on behalf of such Plan without the delivery to the Securities
      Administrator of a representation letter as described above shall be void and
      of
      no effect. If the ERISA-Restricted Trust Certificate is a Book-Entry
      Certificate, the transferee will be deemed to have made a representation as
      provided in clause (i) or (ii) of this paragraph, as applicable.

     

    If
      any
      ERISA-Restricted Trust Certificate, or any interest therein, is acquired or
      held
      in violation of the provisions of the preceding paragraph, the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of an
      ERISA-Restricted Trust Certificate, or interest therein, was effected in
      violation of the provisions of the preceding paragraph shall indemnify to the
      extent permitted by law and hold harmless the Depositor, the Securities
      Administrator, the Trustee, each Servicer and the Master Servicer from and
      against any and all liabilities, claims, costs or expenses incurred by such
      parties as a result of such acquisition or holding.

     

    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 or ERISA-Restricted
      Trust 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:

     

    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    

    (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

     

    (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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

    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.

     

    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.

     

    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    

    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 its offices located at 111 Wall Street, 15th
      Floor
      Window, New York, New York 10005, Attention: Corporate Trust Services - HASCO
      2006-HE2. The Securities Administrator shall give prompt written notice to
      the
      Certificateholders of any change in such location of any such office or
      agency.

     

    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. (a) 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.

     

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

    (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.

     

    ARTICLE
      VII


     

    DEFAULT

     

    Section
      7.01 Master
      Servicer to Act; Appointment of Successor (a) .
      (a) 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. 

    


    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

    (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. 

    


    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

    (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.

     

    (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. 

     

    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    

    (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. (a)  Upon
      any termination of or appointment of a successor to any Servicer, the Securities
      Administrator shall give prompt written notice thereof to Certificateholders,
      each Rating Agency and the Derivative Counterparty.

     

    (b) Within
      60 days after the occurrence of any Event of Default, the Securities
      Administrator shall transmit by mail to all Certificateholders, each Rating
      Agency and the Derivative Counterparty notice of each such Event of Default
      hereunder known to the Securities Administrator, unless such event shall have
      been cured or waived.

     

    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.

     

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

    Unless
      an
      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:

     

    (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;

     

    
      
        
        

      

      
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    (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 liable for any loss on any investment of funds pursuant
      to
      this Agreement;

     

    (h) 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;

     

    (i) 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

     

    (j) 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 a Servicer
      or Master Servicer, as applicable, or for any errors or omissions of a Servicer
      or Master Servicer, as applicable.

     

    (k) 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, the Cap Agreement, the Swap 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,
      a Servicer, the Securities Administrator or the Derivative Counterparty of
      any
      funds paid to the Depositor, the Master Servicer, a Servicer, the Securities
      Administrator or the Derivative Counterparty in respect of the Mortgage Loans
      or
      deposited in or withdrawn from any Collection Account, the Master Servicing
      Account, the Distribution Account or any other fund or account with respect
      to
      the Certificates by the Depositor, the Master Servicer, a Servicer, the
      Securities Administrator or the Derivative Counterparty.

     

    
      
        
        

      

      
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    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.
      (a) As compensation for its activities under this Agreement, the Trustee
      shall be paid its fee by the Sponsor from the Sponsor’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) incurred in
      connection with any claim or legal action relating to:

     

    (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,

     

    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

     

    
      
        
        

      

      
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    (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.

     

    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 any Servicer and its affiliates; provided,
      however,
      that
      such entity cannot be an affiliate of the Depositor or any 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.

     

    
      
        
        

      

      
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    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, in triplicate, one copy
      of
      which shall be delivered to the Trustee, one copy to each of the Servicers
      and
      one copy 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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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;

     

    
      
        
        

      

      
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    (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.

     

    Section
      8.11 Tax
      Matters. It
      is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as set forth in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in and in accordance with the REMIC Provisions. In furtherance of
      such intention, the Securities Administrator covenants and agrees that it shall
      act as agent (and the Securities Administrator is hereby appointed to act as
      agent) on behalf of each REMIC created hereunder and that in such capacity
      it
      shall:

     

    (a) prepare
      and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
      (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
      Internal Revenue Service), which return the Trustee shall sign upon receipt
      from
      the Securities Administrator, and the Securities Administrator shall prepare
      and
      file with the Internal Revenue Service and applicable state or local tax
      authorities income tax or information returns for each taxable year with respect
      to each REMIC hereunder containing such information and at the times and in
      the
      manner as may be required by the Code or state or local tax laws, regulations,
      or rules, and furnish to Certificateholders the schedules, statements or
      information at such times and in such manner as may be required
      thereby;

     

    (b) within
      thirty days of the Closing Date, apply for an employer identification
      number from the Internal Revenue Service via Form SS-4 or any other
      acceptable method for all tax entities and shall also furnish to the Internal
      Revenue Service, on Form 8811 or as otherwise may be required by the Code,
      the name, title, address, and telephone number of the person that the holders
      of
      the Certificates may contact for tax information relating thereto, together
      with
      such additional information as may be required by such Form, and update such
      information at the time or times in the manner required by the
      Code;

     

    
      
        
        

      

      
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    (c) make
      an
      election that each REMIC created hereunder be treated as a REMIC on the federal
      tax return for its first taxable year (and, if necessary, under applicable
      state
      law);

     

    (d) prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumption (as described in the Prospectus Supplement);

     

    (e) provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is a Non-Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Non-Permitted Transferee,
      or a pass-through entity in which a Non-Permitted Transferee is the record
      holder of an interest (the reasonable cost of computing and furnishing such
      information may be charged to the Person liable for such tax);

     

    (f) to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of each REMIC created hereunder as a REMIC under the REMIC
      Provisions;

     

    (g) not
      knowingly or intentionally take any action or omit to take any action that
      would
      cause the termination of the REMIC status of any of the REMICs created
      hereunder;

     

    (h) pay,
      from
      the sources specified in the last paragraph of this Section 8.11, the
      amount of any federal or state tax, including prohibited transaction taxes
      as
      described below, imposed on each REMIC created hereunder before its termination
      when and as the same shall be due and payable (but such obligation shall not
      prevent the Securities Administrator or any other appropriate Person from
      contesting any such tax in appropriate proceedings and shall not prevent the
      Securities Administrator from withholding payment of such tax, if permitted
      by
      law, pending the outcome of such proceedings);

     

    (i) cause
      federal, state or local income tax or information returns to be signed by the
      Securities Administrator or, if required by applicable tax law, the Trustee
      or
      such other person as may be required to sign such returns by the Code or state
      or local laws, regulations or rules; and

     

    (j) maintain
      records relating to each REMIC created hereunder, including the income,
      expenses, assets, and liabilities thereof on a calendar year basis and on the
      accrual method of accounting and the adjusted basis of the assets determined
      at
      such intervals as may be required by the Code, as may be necessary to prepare
      the foregoing returns, schedules, statements or information.

     

    
      
        
        

      

      
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    (k) 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 Treasury 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). In
      such capacity, the Securities Administrator shall, as and when necessary and
      appropriate, represent each REMIC created hereunder in any administrative or
      judicial proceedings relating to an examination or audit by any governmental
      taxing authority, request an administrative adjustment as to any taxable year
      of
      each REMIC created hereunder, enter into settlement agreements with any
      governmental taxing agency, extend any statute of limitations relating to any
      tax item of each REMIC created hereunder, and otherwise act on behalf of each
      REMIC in relation to any tax matter or controversy involving it.

     

    (l) The
      Securities Administrator shall treat the beneficial owners of the Certificates
      (other than the Class P, Class X and Class R Certificates) as having entered
      into a notional principal contract with the beneficial owners of the Class
      X
      Certificates. Pursuant to each such notional principal contract, all beneficial
      owners of the LIBOR Certificates and the Class A-IO Certificates shall be
      treated as having agreed to pay, on each Distribution Date, to the beneficial
      owners of the Class X Certificates an aggregate amount equal to the excess,
      if
      any, of (i) the amount payable on such Distribution Date on the interest in
      the
      Upper Tier REMIC corresponding to such Class of Certificates over (ii) the
      amount payable on such Class of Certificates on such Distribution Date (such
      excess, a “Class I Shortfall”). A Class I Shortfall payable from interest
      collections shall be allocated to each Class of Certificates (other than the
      Class P, Class X and Class R Certificates) to the extent that interest accrued
      on such Class for the related Interest Accrual Period at the Interest Rate
      for a
      Class, computed by substituting “REMIC 3 Net Funds Cap” for “Group I Available
      Funds Cap,” “Group II Available Funds Cap” or “Class M Available Funds Cap,” as
      applicable, and “REMIC A-IO Available Funds Cap” for “Class A-IO Available Funds
      Cap,” in the definition thereof, exceeds the amount of interest accrued for the
      related Interest Accrual Period based on the applicable Available Funds Cap,
      and
      a Class I Shortfall payable from principal collections shall be allocated to
      the
      most subordinate Class of Certificates with an outstanding principal balance
      to
      the extent of such balance. In addition, pursuant to such notional principal
      contract, the beneficial owner of the Class X Certificates shall be treated
      as
      having agreed to pay Basis Risk Carryover Amounts to the Owners of the LIBOR
      Certificates and the Class A-IO Certificates in accordance with the terms of
      this Agreement. Any payments to the Certificates in light of the foregoing
      shall
      not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      of a Class I Shortfall shall be treated for tax purposes as having been received
      by the beneficial owners of such Certificates in respect of their Interests
      in
      the Upper Tier REMIC and as having been paid by such beneficial owners to the
      Supplemental Interest Trust pursuant to the notional principal
      contract. Thus,
      each Certificate (other than a Class P and Class R Certificate) shall be treated
      as representing not only ownership of regular interests in the Upper Tier REMIC,
      but also ownership of an interest in (and obligations with respect to) a
      notional principal contract. For tax purposes, the notional principal contract
      shall be deemed to have a value in favor of the Certificates entitled to receive
      Basis Risk Carryover Amounts of $10,000 as of the Closing Date.

     

    
      
        
        

      

      
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    Notwithstanding
      the priority and sources of payments set forth in Article IV hereof or
      otherwise, the Securities Administrator shall account for all distributions
      on
      the Certificates as set forth in this Section 8.11. In no event shall any
      payments of Basis Risk Carryover Amounts provided for in this Section 8.11
      be
      treated as payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). The
      Securities Administrator shall file or cause to be filed with the IRS together
      with Form 1041 or such other form as may be applicable and shall furnish or
      cause to be furnished, to the Class A-IO Certificateholders, the Class X
      Certificateholders and the LIBOR Certificateholders, the respective amounts
      described above that are received, in the time or times and in the manner
      required by the Code.

     

    (m) To
      enable
      the Securities Administrator to perform its duties under this Agreement, the
      Depositor shall provide to the Securities Administrator within ten days
      after the Closing Date all information or data that the Securities Administrator
      requests in writing and determines to be relevant for tax purposes to the
      valuations and offering prices of the Certificates, including the price, yield,
      prepayment assumption, and projected cash flows of the Certificates and the
      Mortgage Loans. Moreover, the Depositor shall provide information to the
      Securities Administrator concerning the value to each Class of Certificates
      of the right to receive Basis Risk Carryover Amounts from the Excess Reserve
      Fund Account. Unless otherwise advised by the Depositor, for federal income
      tax
      purposes, the Securities Administrator is hereby directed to assign a value
      of
      zero to the right of each Holder allocating the purchase price of an initial
      Offered Certificateholder between such right and the related Upper Tier Regular
      Interest. Thereafter, the Depositor shall provide to the Securities
      Administrator promptly upon written request therefor any additional information
      or data that the Securities Administrator may, from time to time, reasonably
      request to enable the Securities Administrator to perform its duties under
      this
      Agreement; provided,
      however,
      that
      the Depositor shall not be required to provide any information regarding the
      Mortgage Loans that a Servicer is required to provide to the Securities
      Administrator pursuant to any Servicing Agreement. The Depositor hereby
      indemnifies the Securities Administrator for any losses, liabilities, damages,
      claims, or expenses of the Securities Administrator arising from any errors
      or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, pursuant to this paragraph, accurate information
      or
      data to the Securities Administrator on a timely basis.

     

    (n) 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).

     

    
      
        
        

      

      
        -102-

        
          

        

      

      
        
        

      

    

    (o) If
      any
      tax is imposed on “prohibited transactions” of a REMIC created hereunder as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of any REMIC created hereunder as defined in
      Section 860G(c) of the Code, on any contribution to any REMIC created
      hereunder after the Startup Day pursuant to Section 860G(d) of the Code, or
      any other tax is imposed, including any minimum tax imposed on either REMIC
      pursuant to Sections 23153 and 24874 of the California Revenue and Taxation
      Code, if not paid as otherwise provided for herein, the 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).

     

    Section
      8.12 Commission
      Reporting.
      (a) The
      Securities Administrator shall, in accordance with industry standards, prepare
      (for execution by the Master Servicer) 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.


     

    
      
        
        

      

      
        -103-

        
          

        

      

      
        
        

      

    

    (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 https://www.sf.citidirect.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. 

     

    
      
        
        

      

      
        -104-

        
          

        

      

      
        
        

      

    

    (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
      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) (A)
      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 2007, 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 and the Master
      Servicer and any Servicing Function Participant engaged by any such party
      (together with the Custodian and the Securities Adminstrator, 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 3.22 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 3.22 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 2007, (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).

     

    (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, 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(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.

     

    
      
        
        

      

      
        -106-

        
          

        

      

      
        
        

      

    

    (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, 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. 

     

    (iii) (A)
      Within four (4) Business Days after the occurrence of an event requiring
      disclosure on Form 8-K and (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. 

     

    
      
        
        

      

      
        -107-

        
          

        

      

      
        
        

      

    

    (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
https://www.sf.citidirect.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(d)(iii)
      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(d)(iii). The Depositor
      acknowledges that the performance by the Master Servicer and the Securities
      Administrator of its duties under this Section 8.12(iii) 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.

    


    (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.

    


    
      
        
        

      

      
        -108-

        
          

        

      

      
        
        

      

    

    (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. 

    


    (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.

    


    
      
        
        

      

      
        -109-

        
          

        

      

      
        
        

      

    

    (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.

    


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

    Section
      8.13 Tax
      Classification of the Excess Reserve Fund Account and the Supplemental Interest
      Trust. For
      federal income tax purposes, the Securities Administrator shall treat the Excess
      Reserve Fund Account and the Supplemental Interest Trust as beneficially owned
      by the holders of the Class X Certificates and shall treat such portion of
      the Trust Fund as a grantor trust, within the meaning of subpart E,
      Part I of subchapter J of the Code. 

     

    ARTICLE
      IX


     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

    BY
      THE MASTER SERVICER 

     

    Section
      9.01 Duties
      of the Master Servicer; Enforcement of Servicer’s Obligations. (a)  The
      Master Servicer, on behalf of the Trustee, the Securities Administrator, the
      Depositor and the Certificateholders, shall monitor the performance of the
      obligations of the Servicers under their respective Servicing Agreements, 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 related 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 a 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.
      Notwithstanding anything in this Agreement or any Credit Risk Management
      Agreement entered into by a Servicer to the contrary, the Master Servicer or
      the
      Trustee, as applicable, shall have no duty or obligation to enforce any such
      Credit Risk Management Agreement or to supervise, monitor or oversee the
      activities of a Servicer under such Credit Risk Management Agreement with
      respect to any action taken or not taken by such Servicer at the direction
      of
      the Sponsor or pursuant to a recommendation of the Credit Risk
      Manager.

     

    
      
        
        

      

      
        -110-

        
          

        

      

      
        
        

      

    

    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 such 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 such 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.

     

    (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 a 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 a 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 Servicer it
      replaces or for any errors or omissions of such Servicer.

     

    
      
        
        

      

      
        -111-

        
          

        

      

      
        
        

      

    

    (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.

     

    
      Not
        later
        than two Business Days preceding each Distribution Date, the Master Servicer
        shall deliver to Securities Administrator, in a format mutually agreed upon
        by
        the Master Servicer and 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. 

     

    Section
      9.05 Representations
      and Warranties of the Master Servicer. (a)
      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
      New York corporation, duly organized, existing and in good standing under the
      laws of the State of New York, with corporate power and authority to conduct
      its
      business as presently conducted by it, and to enter into, execute and deliver
      and to perform its obligations as Master Servicer under this
      Agreement;

     

    (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);

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

    (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;

     

    (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, Securities Administrator, 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, 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 shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer,
      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”:

     

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

    (a) any
      failure by the Master Servicer 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;

     

    (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);

    

      (h)
        After
        receipt of notice from the Trustee or Securities Administrator, any failure
        of
        the Master Servicer to remit to the Securities Administrator any payment
        required to be made to the Securities Administrator for the benefit of
        Certificateholders under the terms of this Agreement, including any Advance,
        on
        any Master Servicer Remittance Date which such failure continues unremedied
        for
        a period of one Business Day after the date upon which notice of such failure
        shall have been given to the Master Servicer by the Securities Administrator;
        or

    

     

    (i) 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.

     

    
      
        
        

      

      
        -114-

        
          

        

      

      
        
        

      

    

    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 Master
      Servicing Account or are thereafter received with respect to the Mortgage
      Loans. 

     

    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. 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).

     

    
      
        
        

      

      
        -115-

        
          

        

      

      
        
        

      

    

    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, including the fees and other amounts payable pursuant to
      Section 9.09 hereof. 

     

    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 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.

     

    
      
        
        

      

      
        -116-

        
          

        

      

      
        
        

      

    

    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.

     

    If
      at any
      time, CitiMortgage, as Master Servicer, resigns under this Section 9.11, or
      is removed as Master Servicer pursuant to Section 9.06, then at such time
      Citibank 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 9.09 and
      Section 9.14.

     

    
      
        
        

      

      
        -117-

        
          

        

      

      
        
        

      

    

    The
      Master Servicer shall not be liable under this Agreement for any acts or
      omissions of any Servicer 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 any Servicer as required under
      this Agreement. 

     

    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. The Master Servicer shall not be liable for any course
      of
      action taken by a Servicer with respect to loss mitigation of defaulted Mortgage
      Loans at the direction of the Credit Risk Manager or the Sponsor pursuant to
      a
      Credit Risk Management Agreement or otherwise. Further, the Master Servicer
      shall not be liable for the performance by a Servicer under any Credit Risk
      Management Agreement.

     

    Section
      9.15 Duties
      of the Credit Risk Manager.


     

    
      
        
        

      

      
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    (a) The
      Certificateholders, by their purchase and acceptance of the Certificates,
      appoint OfficeTiger Global Real Estate Services Inc., formerly known as
      MortgageRamp, Inc., as Credit Risk Manager. For and on behalf of the Depositor
      and the Trust, the Credit Risk Manager will provide reports and recommendations
      concerning certain delinquent and defaulted Mortgage Loans, and as to the
      collection of any Prepayment Charges with respect to the Mortgage Loans. Such
      reports and recommendations will be based upon information provided pursuant
      to
      the Credit Risk Management Agreement and the Monthly Statement. The Credit
      Risk
      Manager shall look solely to Wells Fargo, as Servicer, and to the Monthly
      Statement for all information and data (including loss and delinquency
      information and data) and loan level information and data relating to the
      servicing of the Mortgage Loans and neither the Securities Administrator, the
      Master Servicer nor the Trustee shall have any obligation to provide any such
      information to the Credit Risk Manager and shall not otherwise have any
      responsibility under the Credit Risk Management Agreement; provided
      however,
      the
      Securities Administrator shall, so long as the information is readily attainable
      by the Securities Administrator, answer any questions of the Credit Risk Manager
      with regard to the Monthly Statement. The Credit Risk Manager shall be entitled
      to compensation from the Trust equal to the Credit Risk Manager
      Fee.

     

    (b) On
      or
      about the 15th calendar day of each month, beginning in January 2007, the Credit
      Risk Manager shall have prepared and shall make available to the Depositor,
      the
      following reports:

     

    (i) Executive
      Summary:
      The Executive Summary will consist of a brief high level summary of certain
      key
      performance metrics as well as a narrative summary of loans identified and
      reviewed for follow-up actions by the applicable Servicer.

     

    (ii) General
      Pool Characteristics:
      This report will contain a listing of various characteristics of the mortgage
      loan pool (including history and stratification) such as documentation levels,
      occupancy status, weighted aging, CLTV, NOO rate, junior lien percentage,
      etc.

     

    (iii) Performance
      Report:
      This report will graphically summarize the delinquency rates as well as the
      loss
      mitigation, foreclosure, REO, CPR and loss severity and related summary
      information.

     

    (iv) Prepayment
      Analysis:
      This report will consist of a compilation and summary of various loan
      characteristics for Mortgage Loans that have prepaid, along with prepayment
      premium analytics.

     

    (v) Servicer
      Remittance Report:
      This report will consist of an analysis of any discrepancy between the monthly
      servicer remittance file and the final monthly trust report including, without
      limitation, the collection of prepayment premiums.

     

    (vi) OfficeTiger
      Loan Review Report:
      This report will consist of a narrative summary with respect to the individual
      loans that have been flagged for manual review and follow-up consultation with
      the applicable Servicer. This report may also include narrative summaries of
      the
      recommendation of the Credit Risk Manager. 

     

    
      
        
        

      

      
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    Section
      9.16 Limitation
      Upon Liability of the Credit Risk Manager. Neither the Credit Risk Manager,
      nor any of the directors, officers, employees or agents of the Credit Risk
      Manager, shall be under any liability to the Trustee, the Securities
      Administrator, the Certificateholders or the Depositor for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      Agreement, in reliance upon information provided by any Servicer under the
      Credit Risk Management Agreements or for errors in judgment; provided, however,
      that
      this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance, bad faith or negligence in its performance of its duties or by
      reason of reckless disregard for its obligations and duties under this Agreement
      or the Credit Risk Management Agreements. The Credit Risk Manager and any
      director, officer, employee or agent of the Credit Risk Manager may rely in
      good
      faith on any document of any kind prima facie properly executed and submitted
      by
      any Person respecting any matters arising hereunder, and may rely in good faith
      upon the accuracy of information furnished by the Servicers pursuant to the
      Credit Risk Management Agreements in the performance of its duties thereunder
      and hereunder.

     

    Section
      9.17 Removal
      and Resignation of Credit Risk Manager. The Credit Risk Manager may be
      removed as Credit Risk Manager by Certificateholders holding not less than
      66-2/3% of the Voting Rights of Certificates, in the exercise of its or their
      sole discretion, at any time, without cause, upon ten (10) days prior written
      notice. The Certificateholders shall provide such written notice to the Trustee
      and upon receipt of such notice, the Trustee shall provide written notice to
      the
      Credit Risk Manager of its removal, effective upon receipt of such notice.
      In
      addition, on December 5, 2011 and each anniversary date thereafter, upon thirty
      (30) days prior written notice, the Credit Risk Manager will have the option
      to
      resign as Credit Risk Manager and the Depositor shall have the option to
      terminate the Credit Risk Manager without cause.

     

    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;

     

    (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;

     

    
      
        
        

      

      
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    (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 in the event of a breach or default by the Derivative
      Counterparty
      under the Cap Agreement or the Swap Agreement, the Securities Administrator
      shall pursue all legal remedies available against the Derivative
      Counterparty
      under the Cap Agreement or the Swap Agreement, as applicable, in consultation
      with the Depositor; provided,
      further,
      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, the Cap Agreement, the Swap 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, or the Derivative Counterparty
      of
      any funds paid to the Depositor, the Trustee, the Master Servicer or the
      Derivative Counterparty 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, the Master Servicer or the
      Derivative Counterparty.

     

    
      
        
        

      

      
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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 the investment income and/or earnings on and/or use of funds of
      the
      amounts 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
      to the extent of indemnity provided by 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 the Derivative Counterparty and
      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, Citibank, 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 CitiMortgage 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 and
      the
      Derivative Counterparty. 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, the Derivative Counterparty 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.

     

    
      
        
        

      

      
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    ARTICLE
      XI


     

    TERMINATION

     

    Section
      11.01 Termination
      upon Liquidation or Purchase of the Mortgage Loans. Subject
      to Section 11.03, the obligations and responsibilities of the Depositor,
      the Master Servicer, the Credit Risk Manager, 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,
provided,
      that in
      the case of a Second Lien Mortgage Loan, such principal balance will be reduced
      by the value of the related senior lien, (iii) all unreimbursed P&I
      Advances, Servicing Advances and indemnification payments payable to the
      Servicers, (iv) any unreimbursed indemnification payments payable to the
      Trustee, the Securities Administrator, the Master Servicer or the Depositor
      under this Agreement and (v) any Swap Termination Payments payable to the Swap
      Counterparty as a result of a termination pursuant to this Section 11.01 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.

     

    Notwithstanding
      anything to the contrary contained herein, no such purchase by the Master
      Servicer (either upon instruction from the Depositor or voluntarily) shall
      be
      permitted unless (i) after distribution of the proceeds thereof to the
      Certificateholders (other than the Holders of the Class X, Class P and
      Residual Certificates and any other Classes of Certificates which constitute
      NIM
      Securities) pursuant to Section 11.02, the distribution of the remaining
      proceeds to the Class X and Class P Certificates is sufficient to pay
      the outstanding principal amount of and accrued and unpaid interest on the
      NIM
      Securities, to the extent the NIM Securities are then outstanding, or
      (ii) prior to such purchase, the Master Servicer, remits to the Securities
      Administrator an amount that, together with such remaining proceeds, will be
      sufficient to pay the outstanding principal amount of, and accrued and unpaid
      interest on, the NIM Securities, to the extent the NIM Securities are then
      outstanding.

     

    Section
      11.02 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 and to the Swap Counterparty. 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 11.01, 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, the Derivative Counterparty and the
      Securities Administrator of (a) the date on which the Master Servicer
      intends to exercise such purchase option and (b) the Termination
      Price.

     

    
      
        
        

      

      
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    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 the Swap Counterparty and 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 the
      Servicers the Custodial Files for the Mortgage Loans.

     

    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 and the Master Servicer, the Securities Administrator,
      the
      Depositor, the Trustee and the Swap Counterparty hereunder), 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 (except the Class X Certificates),
      the Certificate Balance thereof plus for each such Class and the
      Class X Certificates 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.

     

    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.

     

    
      
        
        

      

      
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    Section
      11.03 Additional
      Termination Requirements. In
      the
      event an Option to Purchase is exercised with respect to the Mortgage Loans
      as
      provided in Section 11.01, 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 11.03 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
      XII


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      12.01 Amendment.
      (a)
      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 or the Derivative Counterparty (except to the
      extent that the rights or obligations of the Derivative Counterparty under
      the
      Cap Agreement or the Swap Agreement are affected thereby, and except to the
      extent that the ability of the Securities Administrator to perform fully and
      timely its obligations under the Cap Agreement or the Swap Agreement is
      adversely affected, in which case prior written consent of the Derivative
      Counterparty is required) (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
      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 or the
      Derivative Counterparty (except to the extent that the rights or obligations
      of
      the Derivative Counterparty hereunder or under the Cap Agreement or the Swap
      Agreement are affected thereby, and except to the extent that the ability of
      the
      Securities Administrator to perform fully and timely its obligations under
      the
      Cap Agreement or the Swap Agreement is adversely affected, in which case prior
      written consent of the Derivative Counterparty is required) 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.

     

    
      
        
        

      

      
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    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%,
      (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 or (iv) adversely affect
      the
      rights or obligations of the Derivative Counterparty hereunder or under the
      Cap
      Agreement or the Swap Agreement or the rights of the Securities Administrator
      to
      fully and timely perform its obligations under the Cap Agreement or the Swap
      Agreement without obtaining the prior written consent of the Derivative
      Counterparty.

     

    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, the Master Servicer and the Derivative
      Counterparty) of such amendment, stating the provisions of the Agreement to
      be
      amended.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing provisions of this Section 12.01(a), 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 12.01(a) have been
      obtained.

     

    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 12.01 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 12.01(a).

     

    (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 or the NIM Securities to be
      issued in the NIMS Transaction.

     

    Section
      12.02 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.

     

    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.

     

    
      
        
        

      

      
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    Section
      12.03 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
      12.04 Intention
      of Parties. (a)
      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, the Trust Fund and the
      Supplemental Interest Trust and all proceeds of any and all property
      constituting the Trust Fund and the Supplemental Interest Trust to secure
      payment of the Certificates (such security interest being, to the extent of
      the
      assets that constitute the Supplemental Interest Trust, pari
      passu
      with the
      security interest as provided in clause (4) below); (3) this Agreement shall
      constitute a security agreement under applicable law; and (4) the Derivative
      Counterparty shall be deemed, during the term of such agreement and while such
      agreement is the property of the Trustee, to have a security interest in all
      of
      the assets that constitute the Supplemental Interest Trust, but only to the
      extent of such Derivative Counterparty’s right to payment under the Derivative
      Agreements (such security interest being pari
      passu
      with the
      security interest as provided in clause (2) above). 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).

     

    
      
        
        

      

      
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    Section
      12.05 Notices.
      (a)  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; 

     

    5. The
      final
      payment to Certificateholders; and

     

    6. An
      Early
      Termination Event with respect to the Cap Agreement or the Swap
      Agreement.

     

    (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;

     

    
      
        
        

      

      
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    (ii) in
      the
      case of the Master Servicer,
      CitiMortgage, Inc., 4000 Regent Boulevard, Irving, TX 75063, Attention: Master
      Servicing Division, Compliance Manager - HASCO 2006-HE2, or such other address
      as may be hereafter furnished to the to the other parties by CitiMortgage in
      writing;

     

    (iii) in
      the
      case of the Securities Administrator,
      388
      Greenwich Street, 14th
      Floor,
      New York, New York 10013, Attention: Structured Finance Agency and Trust, HASCO
      2006-HE2, or such other address as may be hereafter furnished to the other
      parties by Citibank in writing; 

     

    (iv) in
      the
      case of the Trustee,
      the
      Corporate Trust Office (Attention: Corporate Trust Services - HB06H2), or such
      other address as may be hereafter furnished to the to the other parties by
      the
      Trustee in writing;

     

    (v) in
      the
      case of the Derivative Counterparty,
      ABN
      AMRO Bank, N.V., Chicago Branch, Global
      Documentation Unit, 540 W. Madison Street, 22nd
      Floor, Chicago, IL 60661, Attention: Treasury Documentation,
      with a
      copy to ABN AMRO Bank, N.V., Amsterdam
      Head Office, P.O. Box 283, 1000 AE Amsterdam, The Netherlands, Attention:
      Operations Derivatives Markets;
      and

     

    (vi) in
      the
      case of the Credit Risk Manager,
      OfficeTiger Global Real Estate Services Inc., 7000 Central Parkway, Suite 800,
      Atlanta, Georgia 30328, Attention: General Counsel. Notices to
      Certificateholders shall be deemed given when mailed, first class postage
      prepaid, to their respective addresses appearing in the Certificate
      Register

     

    (vii) 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
      12.06 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
      12.07 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.

     

    
      
        
        

      

      
        -135-

        
          

        

      

      
        
        

      

    

    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 12.08, each and every Certificateholder and
      the Trustee shall be entitled to such relief as can be given either at law
      or in
      equity.

     

    Section
      12.08 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
      12.09 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
      12.10 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]

     

    
      
        
        

      

      
        -136-

        
          

        

      

      
        
        

      

    

     

    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, as Trustee

     

    By:  
      /s/
      Melissa Wilman  

    Name:Meilissa
      Wilman

    Title:
      Vice President

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, as Trustee

     

    By:  
      /s/
      Ronaldo Reyes  

    Name:
      Ronaldo Reyes

    Title:
      Vice President

     

    CITIMORTGAGE,
      INC., as Master Servicer

     

    By:  
      /s/
      Tommy R Harris  

    Name:
      Tommy R Harris

    Title:
      Senior Vice President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CITIBANK,
      N.A., as Securities Administrator

     

    By:  
      /s/
      Jennifer McCourt  

    Name:
      Jennifer McCourt

    Title:
      Vice President

     

    WELLS
      FARGO BANK, N.A., as Custodian

     

    By:  
      /s/
      Patrick M Gorrien  

    Name:
      Patrick M Gorrien

    Title:
      Vice President

     

    OFFICETIGER
      GLOBAL REAL ESTATE SERVICES INC., as Credit Risk Manager

     

    By:  
      /s/
      Ken N Beyer   

    Name:
      Ken
      N Beyer

    Title:
      President

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGED
      BY HSBC BANK USA, NATIONAL ASSOCIATION,

    as
      Sponsor, solely for the purposes of Section 2.03(d). 

     

    By: 
      /s/
      Jon E Voigtman

    Name:
      Jon
      E . Voigtman

    Title:
      Managing Director #14311

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      I

     

    Mortgage
      Loan Schedule


    


    [To
      be
      retained in a separate closing binder entitled “HASCO 2006-HE2 Mortgage Loan
      Schedules” at the Washington, D.C. offices of McKee Nelson LLP]

     

    
      
        
        

      

      
        SCH.
          I-1

        
          

        

      

      
        
        

      

    

    SCHEDULE
      II

     

    Required
      Deposit Trigger Aamount Schedule


    


    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 
	
              December
                2016

            	 	 	
              18,493,088.97

            	 
	
              January
                2017

            	 	 	
              18,237,260.06

            	 
	
              February
                2017

            	 	 	
              17,984,908.86

            	 
	
              March
                2017

            	 	 	
              17,735,988.36

            	 
	
              April
                2017

            	 	 	
              17,490,452.20

            	 
	
              May
                2017

            	 	 	
              17,248,254.65

            	 
	
              June
                2017

            	 	 	
              17,009,350.58

            	 
	
              July
                2017

            	 	 	
              16,773,695.49

            	 
	
              August
                2017

            	 	 	
              16,541,245.44

            	 
	
              September
                2017

            	 	 	
              16,311,957.14

            	 
	
              October
                2017

            	 	 	
              16,085,787.83

            	 
	
              November
                2017

            	 	 	
              15,862,695.36

            	 
	
              December
                2017

            	 	 	
              15,642,638.14

            	 
	
              January
                2018

            	 	 	
              15,425,575.13

            	 
	
              February
                2018

            	 	 	
              15,211,465.86

            	 
	
              March
                2018

            	 	 	
              15,000,270.39

            	 
	
              April
                2018

            	 	 	
              14,791,949.34

            	 
	
              May
                2018

            	 	 	
              14,586,463.83

            	 
	
              June
                2018

            	 	 	
              14,383,775.53

            	 
	
              July
                2018

            	 	 	
              14,183,846.62

            	 
	
              August
                2018

            	 	 	
              13,986,639.78

            	 
	
              September
                2018

            	 	 	
              13,792,118.22

            	 
	
              October
                2018

            	 	 	
              13,600,245.61

            	 
	
              November
                2018

            	 	 	
              13,410,986.13

            	 
	
              December
                2018

            	 	 	
              13,224,304.45

            	 
	
              January
                2019

            	 	 	
              13,040,165.70

            	 
	
              February
                2019

            	 	 	
              12,858,535.49

            	 
	
              March
                2019

            	 	 	
              12,679,379.89

            	 
	
              April
                2019

            	 	 	
              12,502,665.44

            	 
	
              May
                2019

            	 	 	
              12,328,359.10

            	 
	
              June
                2019

            	 	 	
              12,156,428.31

            	 
	
              July
                2019

            	 	 	
              11,986,840.93

            	 
	
              August
                2019

            	 	 	
              11,819,565.26

            	 
	
              September
                2019

            	 	 	
              11,654,570.03

            	 
	
              October
                2019

            	 	 	
              11,491,824.38

            	 
	
              November
                2019

            	 	 	
              11,331,297.89

            	 
	
              December
                2019

            	 	 	
              11,172,960.51

            	 
	
              January
                2020

            	 	 	
              11,016,782.64

            	 
	
              February
                2020

            	 	 	
              10,862,735.05

            	 


    

     

    
      
        
        

      

      
        SCH.
          II-1

        
          

        

      

      
        
        

      

    

    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 


    

    
      	
              March
                2020

            	 	 	
              10,710,788.92

            	 
	
              April
                2020

            	 	 	
              10,560,915.81

            	 
	
              May
                2020

            	 	 	
              10,413,087.66

            	 
	
              June
                2020

            	 	 	
              10,267,276.80

            	 
	
              July
                2020

            	 	 	
              10,123,455.93

            	 
	
              August
                2020

            	 	 	
              9,981,598.11

            	 
	
              September
                2020

            	 	 	
              9,841,676.77

            	 
	
              October
                2020

            	 	 	
              9,703,665.71

            	 
	
              November
                2020

            	 	 	
              9,567,539.06

            	 
	
              December
                2020

            	 	 	
              9,433,271.30

            	 
	
              January
                2021

            	 	 	
              9,300,837.29

            	 
	
              February
                2021

            	 	 	
              9,170,212.19

            	 
	
              March
                2021

            	 	 	
              9,041,371.51

            	 
	
              April
                2021

            	 	 	
              8,914,291.09

            	 
	
              May
                2021

            	 	 	
              8,788,947.10

            	 
	
              June
                2021

            	 	 	
              8,665,316.02

            	 
	
              July
                2021

            	 	 	
              8,543,374.66

            	 
	
              August
                2021

            	 	 	
              8,423,100.13

            	 
	
              September
                2021

            	 	 	
              8,304,469.87

            	 
	
              October
                2021

            	 	 	
              8,187,461.60

            	 
	
              November
                2021

            	 	 	
              8,072,053.35

            	 
	
              December
                2021

            	 	 	
              7,958,223.46

            	 
	
              January
                2022 

            	 	 	
              7,845,950.54

            	 
	
              February
                2022 

            	 	 	
              7,735,213.51

            	 
	
              March
                2022

            	 	 	
              7,625,991.54

            	 
	
              April
                2022

            	 	 	
              7,518,264.13

            	 
	
              May
                2022

            	 	 	
              7,412,011.03

            	 
	
              June
                2022

            	 	 	
              7,307,212.24

            	 
	
              July
                2022

            	 	 	
              7,203,848.08

            	 
	
              August
                2022

            	 	 	
              7,101,899.11

            	 
	
              September
                2022

            	 	 	
              7,001,346.13

            	 
	
              October
                2022

            	 	 	
              6,902,170.24

            	 
	
              November
                2022

            	 	 	
              6,804,352.78

            	 
	
              December
                2022

            	 	 	
              6,707,875.32

            	 
	
              January
                2023

            	 	 	
              6,612,719.72

            	 
	
              February
                2023 

            	 	 	
              6,518,868.05

            	 
	
              March
                2023

            	 	 	
              6,426,302.64

            	 
	
              April
                2023

            	 	 	
              6,335,006.04

            	 
	
              May
                2023

            	 	 	
              6,244,961.07

            	 
	
              June
                2023

            	 	 	
              6,156,150.74

            	 
	
              July
                2023

            	 	 	
              6,068,558.32

            	 
	
              August
                2023

            	 	 	
              5,982,167.30

            	 
	
              September
                2023

            	 	 	
              5,896,961.39

            	 
	
              October
                2023

            	 	 	
              5,812,924.50

            	 


    

     

    
      
        
        

      

      
        SCH.
          II-2

        
          

        

      

      
        
        

      

    

    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 


    

    
      	
              November
                2023

            	 	 	
              5,730,040.80

            	 
	
              December
                2023

            	 	 	
              5,648,294.63

            	 
	
              January
                2024

            	 	 	
              5,567,670.58

            	 
	
              February
                2024 

            	 	 	
              5,488,153.42

            	 
	
              March
                2024

            	 	 	
              5,409,728.13

            	 
	
              April
                2024

            	 	 	
              5,332,379.90

            	 
	
              May
                2024

            	 	 	
              5,256,094.12

            	 
	
              June
                2024

            	 	 	
              5,180,856.38

            	 
	
              July
                2024

            	 	 	
              5,106,652.46

            	 
	
              August
                2024

            	 	 	
              5,033,468.33

            	 
	
              September
                2024

            	 	 	
              4,961,290.14

            	 
	
              October
                2024

            	 	 	
              4,890,104.25

            	 
	
              November
                2024

            	 	 	
              4,819,897.19

            	 
	
              December
                2024

            	 	 	
              4,750,655.68

            	 
	
              January
                2025

            	 	 	
              4,682,366.60

            	 
	
              February
                2025 

            	 	 	
              4,615,017.04

            	 
	
              March
                2025

            	 	 	
              4,548,594.23

            	 
	
              April
                2025

            	 	 	
              4,483,085.60

            	 
	
              May
                2025

            	 	 	
              4,418,478.73

            	 
	
              June
                2025

            	 	 	
              4,354,761.37

            	 
	
              July
                2025

            	 	 	
              4,291,921.46

            	 
	
              August
                2025

            	 	 	
              4,229,947.06

            	 
	
              September
                2025

            	 	 	
              4,168,826.44

            	 
	
              October
                2025

            	 	 	
              4,108,547.99

            	 
	
              November
                2025

            	 	 	
              4,049,100.27

            	 
	
              December
                2025

            	 	 	
              3,990,472.00

            	 
	
              January
                2026

            	 	 	
              3,932,652.05

            	 
	
              February
                2026 

            	 	 	
              3,875,629.44

            	 
	
              March
                2026

            	 	 	
              3,819,393.32

            	 
	
              April
                2026

            	 	 	
              3,763,933.02

            	 
	
              May
                2026

            	 	 	
              3,709,238.00

            	 
	
              June
                2026

            	 	 	
              3,655,297.84

            	 
	
              July
                2026

            	 	 	
              3,602,102.30

            	 
	
              August
                2026

            	 	 	
              3,549,641.25

            	 
	
              September
                2026

            	 	 	
              3,497,904.71

            	 
	
              October
                2026

            	 	 	
              3,446,882.83

            	 
	
              November
                2026

            	 	 	
              3,396,565.89

            	 
	
              December
                2026

            	 	 	
              3,346,944.31

            	 
	
              January
                2027

            	 	 	
              3,298,008.64

            	 
	
              February
                2027 

            	 	 	
              3,249,749.54

            	 
	
              March
                2027

            	 	 	
              3,202,157.82

            	 
	
              April
                2027

            	 	 	
              3,155,224.39

            	 
	
              May
                2027

            	 	 	
              3,108,940.31

            	 
	
              June
                2027

            	 	 	
              3,063,296.74

            	 


    

     

    
      
        
        

      

      
        SCH.
          II-3

        
          

        

      

      
        
        

      

    

    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 


    

    
      	
              July
                2027

            	 	 	
              3,018,284.98

            	 
	
              August
                2027

            	 	 	
              2,973,896.41

            	 
	
              September
                2027

            	 	 	
              2,930,122.56

            	 
	
              October
                2027

            	 	 	
              2,886,955.08

            	 
	
              November
                2027

            	 	 	
              2,844,385.70

            	 
	
              December
                2027

            	 	 	
              2,802,406.29

            	 
	
              January
                2028

            	 	 	
              2,761,008.81

            	 
	
              February
                2028 

            	 	 	
              2,720,185.35

            	 
	
              March
                2028

            	 	 	
              2,679,928.09

            	 
	
              April
                2028

            	 	 	
              2,640,229.32

            	 
	
              May
                2028

            	 	 	
              2,601,081.44

            	 
	
              June
                2028

            	 	 	
              2,562,476.95

            	 
	
              July
                2028

            	 	 	
              2,524,408.44

            	 
	
              August
                2028

            	 	 	
              2,486,868.62

            	 
	
              September
                2028

            	 	 	
              2,449,850.28

            	 
	
              October
                2028

            	 	 	
              2,413,346.32

            	 
	
              November
                2028

            	 	 	
              2,377,349.74

            	 
	
              December
                2028

            	 	 	
              2,341,853.62

            	 
	
              January
                2029

            	 	 	
              2,306,851.14

            	 
	
              February
                2029 

            	 	 	
              2,272,335.57

            	 
	
              March
                2029

            	 	 	
              2,238,300.29

            	 
	
              April
                2029

            	 	 	
              2,204,738.73

            	 
	
              May
                2029

            	 	 	
              2,171,644.45

            	 
	
              June
                2029

            	 	 	
              2,139,011.07

            	 
	
              July
                2029

            	 	 	
              2,106,832.32

            	 
	
              August
                2029

            	 	 	
              2,075,101.98

            	 
	
              September
                2029

            	 	 	
              2,043,813.95

            	 
	
              October
                2029

            	 	 	
              2,012,962.19

            	 
	
              November
                2029

            	 	 	
              1,982,540.76

            	 
	
              December
                2029

            	 	 	
              1,952,543.78

            	 
	
              January
                2030

            	 	 	
              1,922,965.46

            	 
	
              February
                2030 

            	 	 	
              1,893,800.08

            	 
	
              March
                2030

            	 	 	
              1,865,042.03

            	 
	
              April
                2030

            	 	 	
              1,836,685.73

            	 
	
              May
                2030

            	 	 	
              1,808,725.70

            	 
	
              June
                2030

            	 	 	
              1,781,156.54

            	 
	
              July
                2030

            	 	 	
              1,753,972.90

            	 
	
              August
                2030

            	 	 	
              1,727,169.53

            	 
	
              September
                2030

            	 	 	
              1,700,741.22

            	 
	
              October
                2030

            	 	 	
              1,674,682.87

            	 
	
              November
                2030

            	 	 	
              1,648,989.41

            	 
	
              December
                2030

            	 	 	
              1,623,655.87

            	 
	
              January
                2031

            	 	 	
              1,598,677.32

            	 
	
              February
                2031 

            	 	 	
              1,574,048.91

            	 


    

     

    
      
        
        

      

      
        SCH.
          II-4

        
          

        

      

      
        
        

      

    

    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 


    

    
      	
              March
                2031

            	 	 	
              1,549,765.86

            	 
	
              April
                2031

            	 	 	
              1,525,823.46

            	 
	
              May
                2031

            	 	 	
              1,502,217.04

            	 
	
              June
                2031

            	 	 	
              1,478,942.01

            	 
	
              July
                2031

            	 	 	
              1,455,993.84

            	 
	
              August
                2031

            	 	 	
              1,433,368.07

            	 
	
              September
                2031

            	 	 	
              1,411,060.28

            	 
	
              October
                2031

            	 	 	
              1,389,066.12

            	 
	
              November
                2031

            	 	 	
              1,367,381.31

            	 
	
              December
                2031

            	 	 	
              1,346,001.62

            	 
	
              January
                2032

            	 	 	
              1,324,922.86

            	 
	
              February
                2032 

            	 	 	
              1,304,140.92

            	 
	
              March
                2032

            	 	 	
              1,283,651.75

            	 
	
              April
                2032

            	 	 	
              1,263,451.32

            	 
	
              May
                2032

            	 	 	
              1,243,535.69

            	 
	
              June
                2032

            	 	 	
              1,223,900.97

            	 
	
              July
                2032

            	 	 	
              1,204,543.30

            	 
	
              August
                2032

            	 	 	
              1,185,458.88

            	 
	
              September
                2032

            	 	 	
              1,166,643.99

            	 
	
              October
                2032

            	 	 	
              1,148,094.92

            	 
	
              November
                2032

            	 	 	
              1,129,808.04

            	 
	
              December
                2032

            	 	 	
              1,111,779.74

            	 
	
              January
                2033

            	 	 	
              1,094,006.50

            	 
	
              February
                2033 

            	 	 	
              1,076,484.80

            	 
	
              March
                2033

            	 	 	
              1,059,211.21

            	 
	
              April
                2033

            	 	 	
              1,042,182.32

            	 
	
              May
                2033

            	 	 	
              1,025,394.78

            	 
	
              June
                2033

            	 	 	
              1,008,845.27

            	 
	
              July
                2033

            	 	 	
              992,530.54

            	 
	
              August
                2033

            	 	 	
              976,447.35

            	 
	
              September
                2033

            	 	 	
              960,592.54

            	 
	
              October
                2033

            	 	 	
              944,962.98

            	 
	
              November
                2033

            	 	 	
              929,555.55

            	 
	
              December
                2033

            	 	 	
              914,367.23

            	 
	
              January
                2034

            	 	 	
              899,395.00

            	 
	
              February
                2034 

            	 	 	
              884,635.90

            	 
	
              March
                2034

            	 	 	
              870,086.99

            	 
	
              April
                2034

            	 	 	
              855,745.39

            	 
	
              May
                2034

            	 	 	
              841,608.26

            	 
	
              June
                2034

            	 	 	
              827,672.77

            	 
	
              July
                2034

            	 	 	
              813,936.17

            	 
	
              August
                2034

            	 	 	
              800,395.72

            	 
	
              September
                2034

            	 	 	
              787,048.72

            	 
	
              October
                2034

            	 	 	
              773,892.51

            	 


    

     

    
      
        
        

      

      
        SCH.
          II-5

        
          

        

      

      
        
        

      

    

    
      	
              Distribution
                Date occurring in:

            	 	
              Required
                Deposit

              Trigger
                Amount ($):

            	 


    

    
      	
              November
                2034

            	 	 	
              760,924.46

            	 
	
              December
                2034

            	 	 	
              748,142.00

            	 
	
              January
                2035

            	 	 	
              735,542.56

            	 
	
              February
                2035 

            	 	 	
              723,123.64

            	 
	
              March
                2035

            	 	 	
              710,882.73

            	 
	
              April
                2035

            	 	 	
              698,817.40

            	 
	
              May
                2035

            	 	 	
              686,925.23

            	 
	
              June
                2035

            	 	 	
              675,203.83

            	 
	
              July
                2035

            	 	 	
              663,650.85

            	 
	
              August
                2035

            	 	 	
              652,263.97

            	 
	
              September
                2035

            	 	 	
              641,040.91

            	 
	
              October
                2035

            	 	 	
              629,979.40

            	 
	
              November
                2035

            	 	 	
              619,077.22

            	 
	
              December
                2035

            	 	 	
              608,332.17

            	 
	
              January
                2036

            	 	 	
              597,742.08

            	 
	
              February
                2036 

            	 	 	
              587,304.83

            	 
	
              March
                2036

            	 	 	
              577,018.30

            	 
	
              April
                2036

            	 	 	
              566,880.41

            	 
	
              May
                2036

            	 	 	
              556,889.11

            	 
	
              June
                2036

            	 	 	
              547,042.37

            	 
	
              July
                2036

            	 	 	
              537,338.21

            	 
	
              August
                2036

            	 	 	
              527,774.66

            	 
	
              September
                2036

            	 	 	
              518,349.76

            	 
	
              October
                2036

            	 	 	
              509,061.61

            	 
	
              November
                2036

            	 	 	
              499,908.32

            	 
	
              December
                2036

            	 	 	
              490,888.02

            	 


    

    


    
      
        
        

      

      
        SCH.
          II-6

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    [IF
      THIS
      CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHER THIS CERTIFICATE NOR ANY INTEREST
      HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE
      SECURITIES ADMINISTRATOR A TRANSFEROR LETTER (THE “TRANSFEROR
      LETTER”)
      IN THE
      FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A INVESTMENT LETTER
      (THE “144A
      INVESTMENT LETTER”)
      OR A
      REGULATION S INVESTMENT LETTER (THE “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, THAT SUCH TRANSFER
      MAY
      BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.]
      [To
      be added to the Class M-10 Certificates while such Certificates remain
      Private Certificates.]

     

    [IF
      THIS
      CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE DEEMED
      TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR LETTER
      AND
      THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS
      SET FORTH IN THE RULE 144A INVESTMENT LETTER OR REGULATION S INVESTMENT LETTER,
      AS APPLICABLE, IN EACH CASE AS IF SUCH CERTIFICATE WERE EVIDENCED BY A PHYSICAL
      CERTIFICATE.] [To be added to the Class M-10 Certificates while such
      Certificates remain Private Certificates.]

     

    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.

     

    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.

     

    [PRINCIPAL
      WILL NOT BE DISTRIBUTABLE IN RESPECT OF THIS CERTIFICATE. INTEREST IS CALCULATED
      ON THE CERTIFICATES OF THIS CLASS BASED ON A SCHEDULED CLASS NOTIONAL BALANCE
      WHICH ADJUSTS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT.] [To be added
      to Class A-IO Certificates only.]

     

    
      
        
        

      

      
        EXH
          A-1

        
          

        

      

      
        
        

      

    

     

    [NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES ADMINISTRATOR
      SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS
      CERTIFICATE TO THE EFFECT THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE
      BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406
      OF
      ERISA AND/OR SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS
      INCLUDE SUCH PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE
      ENTITY (A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE
      ASSETS OF ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND
      HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER THE
      STATUTORY EXEMPTION FOR NON-FIDUCIARY SERVICE PROVIDERS UNDER SECTION
      408(b)(17)
      OF ERISA AND SECTION 4975(d)(20)
      OF THE CODE, PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1,
      PTCE 91-38, PTCE 95-60 OR PTCE 96-23 OR ANOTHER EXEMPTION.
      ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF A PLAN WITHOUT
      THE
      DELIVERY TO THE SECURITIES ADMINISTRATOR OF A REPRESENTATION LETTER AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT. IF THIS CERTIFICATE IS A BOOK-ENTRY
      CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS
      PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS APPLICABLE.] [To
      be
      added to all Class A Certificates and Class M Certificates.]

     

     

    [THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF REPRESENTS AND WARRANTS
      THAT
      (A) UNTIL THE EXPIRATION OF THE APPLICABLE “DISTRIBUTION COMPLIANCE PERIOD”
WITHIN THE MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER
      OF
      THIS CERTIFICATE SHALL NOT BE MADE IN THE UNITED STATES OR TO, OR FOR THE
      ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S) AND
      (B)
      IF THIS CERTIFICATE IS HELD WITHIN THE UNITED STATES OR SUCH HOLDER IS A U.S.
      PERSON OR THIS CERTIFICATE IS HELD FOR THE ACCOUNT OR SUCH BENEFIT OF, A U.S.
      PERSON (EACH AS DEFINED IN REGULATION S) SUCH CERTIFICATE WAS ACQUIRED ONLY
      (1)
      PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
      THE
      1933 ACT OR (2) BY SUCH HOLDER AS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
      IN RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
      TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.][For any Private Certificate
      to
      be acquired or transferred pursuant to Regulation S.]

     

    
      
        
        

      

      
        EXH
          A-2

        
          

        

      

      
        
        

      

    

    

      
        	
                 

                Certificate
                  No:

              	 	
                 

                1

              
	
                 

                Cut-off
                  Date:

              	 	
                 

                November
                  1, 2006

              
	
                 

                First
                  Distribution Date:

              	 	
                 

                December
                  26, 2006

              
	
                 

                Initial
                  Certificate Balance of this Certificate (“Denomination”):

              	 	
                 

                $[                   
                  ]

              
	
                 

                Initial
                  Certificate Balances of all Certificates of this Class:

              	
                 

                A-IO

              	
                $381,159,000*

              
	 	
                I-A

              	
                $384,335,000

              
	 	
                II-A-1

              	
                $442,587,000

              
	 	
                II-A-2

              	
                $128,811,000

              
	 	
                II-A-3

              	
                $224,585,000

              
	 	
                II-A-4

              	
                $
                  63,784,000

              
	 	
                M-1

              	
                $
                  53,362,000

              
	 	
                M-2

              	
                $
                  47,263,000

              
	 	
                M-3

              	
                $
                  28,207,000

              
	 	
                M-4

              	
                $
                  25,156,000

              
	 	
                M-5

              	
                $
                  22,870,000

              
	 	
                M-6

              	
                $
                  23,632,000

              
	 	
                M-7

              	
                $
                  21,345,000

              
	 	
                M-8

              	
                $
                  14,484,000

              
	 	
                M-9

              	
                $
                  8,385,000

              
	 	
                M-10

              	
                $
                  12,197,000

              
	
                *
                  Notional Amount

              	 	 


      

       

      
        
          
          

        

        
          EXH
            A-3

          
            

          

        

        
          
          

        

      

      
        	
                 

                Interest
                  Rate:

              	
                 

                A-IO

              	
                 

                1.50%
                  per annum (subject to Class A-IO Available Funds Cap)

              
	 	
                I-A

              	
                Variable

              
	 	
                II-A-1

              	
                Variable

              
	 	
                II-A-2

              	
                Variable

              
	 	
                II-A-3

              	
                Variable

              
	 	
                II-A-4

              	
                Variable

              
	 	
                M-1

              	
                Variable

              
	 	
                M-2

              	
                Variable

              
	 	
                M-3

              	
                Variable

              
	 	
                M-4

              	
                Variable

              
	 	
                M-5

              	
                Variable

              
	 	
                M-6

              	
                Variable

              
	 	
                M-7

              	
                Variable

              
	 	
                M-8

              	
                Variable

              
	 	
                M-9

              	
                Variable

              
	 	
                M-10

              	
                Variable

              
	 	 	 
	
                 

                CUSIP:

              	
                 

                A-IO

              	
                44328B
                  AA 6

              
	 	
                I-A

              	
                44328B
                  AB 4

              
	 	
                II-A-1

              	
                44328B
                  AC 2

              
	 	
                II-A-2

              	
                44328B
                  AD 0

              
	 	
                II-A-3

              	
                44328B
                  AE 8

              
	 	
                II-A-4

              	
                44328B
                  AF 5

              
	 	
                M-1

              	
                44328B
                  AG 3

              
	 	
                M-2

              	
                44328B
                  AH 1

              
	 	
                M-3

              	
                44328B
                  AJ 7

              
	 	
                M-4

              	
                44328B
                  AK 4

              
	 	
                M-5

              	
                44328B
                  AL 2

              
	 	
                M-6

              	
                44328B
                  AM 0

              
	 	
                M-7

              	
                44328B
                  AN 8

              
	 	
                M-8

              	
                44328B
                  AP 3

              
	 	
                M-9

              	
                44328B
                  AQ 1

              
	 	
                M-10

              	
                44328B
                  AR 9

              
	 	 	 
	
                 

                ISIN:

              	
                 

                A-IO

              	
                US44328BAA61
                  

              
	 	
                I-A

              	
                US44328BAB45
                  

              
	 	
                II-A-1

              	
                US44328BAC28

              
	 	
                II-A-2

              	
                US44328BAD01

              
	 	
                II-A-3

              	
                US44328BAE83

              
	 	
                II-A-4

              	
                US44328BAF58

              
	 	
                M-1

              	
                US44328BAG32

              
	 	
                M-2

              	
                US44328BAH15

              
	 	
                M-3

              	
                US44328BAJ70

              


      

       

      
        
          
          

        

        
          EXH
            A-4

          
            

          

        

        
          
          

        

      

      
        	 	
                M-4

              	
                US44328BAK44

              
	 	
                M-5

              	
                US44328BAL27

              
	 	
                M-6

              	
                US44328BAM00

              
	 	
                M-7

              	
                US44328BAN82

              
	 	
                M-8

              	
                US44328BAP31

              
	 	
                M-9

              	
                US44328BAQ14

              
	 	
                M-10

              	
                US44328BAR96

              


      

       

      
        
          
          

        

        
          EXH
            A-5

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust, 2006-HE2

      Mortgage
        Pass-Through Certificates, Series 2006-HE 1

      Class
        [A-__][M-__]

       

      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.][Insert
        for every Class A Certificate (except for Class A-IO Certificate) and Class
        M
        Certificate.]
        [Accordingly, the Certificate Balance at any time may be less than the
        Certificate Balance as set forth herein.] [Insert
        for every Class A Certificate (except for Class A-IO Certificate) and Class
        M
        Certificate.]
        Interest in respect of this Certificate is distributable monthly as set forth
        herein based on the notional balance of this certificate up to and including
        the
        Distribution Date in February 2008; thereafter, no distributions will be
        made
        with respect to this Certificate. [Insert
        for Class A-IO Certificate only]
        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 [____________] is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the [denomination of
        this
        Certificate] [Insert
        for every Class A Certificate (except for Class A-IO Certificate) and Class
        M
        Certificate.]
        [notional balance of this Certificate][Insert
        for Class A-IO Certificate only]
        by the
        [aggregate of the denominations of all Certificates] [Insert
        for every Class A Certificate (except for Class A-IO Certificate) and Class
        M
        Certificate.]
        [Class
        Notional Balance][Insert
        for Class A-IO Certificate.]
        of the
        Class to which this Certificate belongs) in certain monthly distributions
        [of
        principal and interest][
        Insert for every Class A Certificate (except for Class A-IO Certificate)
        and
        Class M Certificate.]
        [of
        interest][Insert
        for Class A-IO Certificate only]
        (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”),
        CitiMortgage, Inc., as master servicer (the “Master
        Servicer”),
        Citibank, N.A., as securities administrator (the “Securities
        Administrator”),
        Wells
        Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services,
        as
        credit risk manager 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.

       

      
        
          
          

        

        
          EXH
            A-6

          
            

          

        

        
          
          

        

      

      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.

       

      * * *

      


       

      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated:

              	 


      

       

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity, but solely as

      Securities
        Administrator

       

      By:
        _________________________________

       

      Authenticated:

       

      By:
        ____________________________

      Authorized
        Signatory of

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity,

      but
        solely as Securities Administrator

       

      
        
          
          

        

        
          EXH
            A-7

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION 

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as HSI
        Asset Securitization Corporation Trust 2006-HE2 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 or Supplemental Interest Trust
        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 Distribtution Date is the Business Day immediately preceding such
        Distribution Date.][
        Insert for every Class A Certificate (except for Class A-IO Certificate)
        and
        Class M Certificate.]
        [The
        Record Date applicable to each Distribution Date is the last Business Day
        of the
        calendar month next preceding the month of such Distribution Date.]
        [Insert
        for Class A-IO Certificate only.]

       

      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.

       

      
        
          
          

        

        
          EXH
            A-8

          
            

          

        

        
          
          

        

      

      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 and the Securities Administrator and any agent of
        the
        Trustee, the Depositor or the Securities Administrator may treat the Person
        in
        whose name this Certificate is registered as the owner hereof for all purposes,
        and neither the Trustee, the Depositor, the Securities Administrator nor
        any
        such agent shall be affected by any notice to the contrary.

       

      The
        Master Servicer, upon the instruction of the Depositor, shall have the option
        to
        purchase the Mortgage Loans and therefore cause the termination of the Trust
        on
        the initial Optional Termination Date, which is the first 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;
provided,
        however,
        the
        Master Servicer in its own right may exercise the option to purchase the
        Mortgage Loans and thereby cause the termination of the Trust on any
        Distribution Date thereafter, if the Depositor has not previously provided
        instructions to the Master Servicer to exercise such option on the Depositor’s
        behalf on such Distribution Date. 

       

      The
        obligations and responsibilities created by the Agreement will terminate
        as
        provided in Section 11.01 of the Agreement.

       

      
        
          
          

        

        
          EXH
            A-9

          
            

          

        

        
          
          

        

      

      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.

       

      
        
          
          

        

        
          EXH
            A-10

          
            

          

        

        
          
          

        

      

      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.

      


      
        
          
          

        

        
          EXH
            A-11

          
            

          

        

        
          
          

        

      

    

    
      EXHIBIT
        B

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER 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

              	
                 

                :

              	
                 

                November
                  1, 2006

              
	
                 

                First
                  Distribution Date

              	
                 

                :

              	
                 

                December
                  26, 2006

              
	
                 

                Percentage
                  Interest of this Certificate 

              	
                 

                :

              	
                 

                100%

              
	
                 

                Interest

              	
                 

                :

              	
                 

                None

              
	
                 

                CUSIP

              	
                 

                :

              	
                 

                44328B
                  AT 5

              
	
                 

                ISIN

              	
                 

                :

              	
                 

                US44328BAT52

              


      

       

      
        
          
          

        

        
          EXH
            B-1

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates, Series 2006- HE2

       

      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”),
        CitiMortgage, Inc., as master servicer (the “Master
        Servicer”),
        Citibank, N.A., as securities administrator (the “Securities
        Administrator”),
        Wells
        Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services Inc.,
        as
        Credit Risk Manager, 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.

       

      
        
          
          

        

        
          EXH
            B-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.

       

      * * *

      


      
        
          
          

        

        
          EXH
            B-3

          
            

          

        

        
          
          

        

      

      


       

      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated:

              	 


      

       

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity, but solely as

      Securities
        Administrator

       

      By:
        ________________________

       

      Authenticated:

       

      By:
        ________________________________

      Authorized
        Signatory of

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity,

      but
        solely as Securities Administrator

       

      
        
          
          

        

        
          EXH
            B-4

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as HSI
        Asset Securitization Corporation Trust 2006-HE2 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 or 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.

       

      
        
          
          

        

        
          EXH
            B-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 and the Securities Administrator and any agent of
        the
        Trustee, the Depositor or the Securities Administrator may treat the Person
        in
        whose name this Certificate is registered as the owner hereof for all purposes,
        and neither the Trustee, the Depositor, the Securities Administrator nor
        any
        such agent shall be affected by any notice to the contrary.

       

      The
        Master Servicer, upon the instruction of the Depositor, shall have the option
        to
        purchase the Mortgage Loans and therefore cause the termination of the Trust
        on
        the initial Optional Termination Date, which is the first 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;
provided,
        however,
        the
        Master Servicer in its own right may exercise the option to purchase the
        Mortgage Loans and thereby cause the termination of the Trust on any
        Distribution Date thereafter, if the Depositor has not previously provided
        instructions to the Master Servicer to exercise such option on the Depositor’s
        behalf on such Distribution Date. 

       

      The
        obligations and responsibilities created by the Agreement will terminate
        as
        provided in Section 11.01 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.

      


      
        
          
          

        

        
          EXH
            B-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.

      


      
        
          
          

        

        
          EXH
            B-7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      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 (I) TO A PERSON
        OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02I OF THE
        AGREEMENT OR (II) 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-1

              
	
                 

                Cut-off
                  Date

              	
                 

                :

              	
                 

                November
                  1, 2006

              
	
                 

                First
                  Distribution Date

              	
                 

                :

              	
                 

                December
                  26, 2006

              
	
                 

                Percentage
                  Interest of this Certificate

              	
                 

                :

              	
                 

                100.00%

              
	
                 

                Interest
                  Rate

              	
                 

                :

              	
                 

                None

              
	
                 

                CUSIP

              	
                 

                :

              	
                 

                44328B
                  AU 2

              
	
                 

                ISN

              	
                 

                :

              	
                 

                US44328BAU26

              


      

       

      
        
          
          

        

        
          EXH
            C-1

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates, Series 2006-HE2

       

      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”),
        CitiMortgage, Inc., as master servicer (the “Master
        Servicer”),
        Citibank, N.A., as securities administrator (the “Securities
        Administrator”),
        Wells
        Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services Inc.,
        as
        Credit Risk Manager, 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.

       

      
        
          
          

        

        
          EXH
            C-2

          
            

          

        

        
          
          

        

      

      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.

       

      * * *

       

      
        
          
          

        

        
          EXH
            C-3

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated:

              	 


      

       

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity, but solely as

      Securities
        Administrator

       

      By:
        ____________________________

       

      Authenticated:

       

      By:
        ________________________________ 

      Authorized
        Signatory of

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity,

      but
        solely as Securities Administrator

       

      
        
          
          

        

        
          EXH
            C-4

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as HSI
        Asset Securitization Corporation Trust 2006-HE2 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 or Supplemental Interest Trust
        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.

       

      
        
          
          

        

        
          EXH
            C-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 and the Securities Administrator and any agent of
        the
        Trustee, the Depositor or the Securities Administrator may treat the Person
        in
        whose name this Certificate is registered as the owner hereof for all purposes,
        and neither the Trustee, the Depositor, the Securities Administrator nor
        any
        such agent shall be affected by any notice to the contrary.

       

      The
        Master Servicer, upon the instruction of the Depositor, shall have the option
        to
        purchase the Mortgage Loans and therefore cause the termination of the Trust
        on
        the initial Optional Termination Date, which is the first 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;
provided,
        however,
        the
        Master Servicer in its own right may exercise the option to purchase the
        Mortgage Loans and thereby cause the termination of the Trust on any
        Distribution Date thereafter, if the Depositor has not previously provided
        instructions to the Master Servicer to exercise such option on the Depositor’s
        behalf on such Distribution Date. 

       

      The
        obligations and responsibilities created by the Agreement will terminate
        as
        provided in Section 11.01 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.

      


      
        
          
          

        

        
          EXH
            C-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.

      


      
        
          
          

        

        
          EXH
            C-7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      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.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER 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 A 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, 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.

              	
                 

                :

              	
                 

                X-1

              
	
                 

                Cut-off
                  Date

              	
                 

                :

              	
                 

                November
                  1, 2006

              
	
                 

                First
                  Distribution Date

              	
                 

                :

              	
                 

                December
                  26, 2006

              
	
                 

                Percentage
                  Interest of this Certificate

              	
                 

                :

              	
                 

                100%

              
	
                 

                Interest
                  Rate

              	
                 

                :

              	
                 

                None

              
	
                 

                CUSIP

              	
                 

                :

              	
                 

                44328B
                  AS 7

              


      

       

      
        
          
          

        

        
          EXH
            D-1

          
            

          

        

        
          
          

        

      

      
        	
                 

                ISIN

              	
                 

                :

              	
                 

                US44328BAS79

              


      

       

      
        
          
          

        

        
          EXH
            D-2

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates, Series 2006-HE2

       

      Class
        X

       

      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 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 [____________________] is the registered owner of the Percentage
        Interest evidenced by this Certificate (obtained by dividing the denomination
        of
        this Certificate by the aggregate of the denominations of all Certificates
        of
        the Class to which this Certificate belongs) in certain monthly distributions
        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”),
        CitiMortgage, Inc., as master servicer (the “Master
        Servicer”),
        Citibank, N.A., as securities administrator (the “Securities
        Administrator”),
        Wells
        Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services Inc.,
        as
        Credit Risk Manager, 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 a Certificate Balance or an Interest Rate and will
        be
        entitled to distributions only 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 Regulation S Investment Letter, as
        applicable, in either case substantially in the form attached 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.

       

      
        
          
          

        

        
          EXH
            D-3

          
            

          

        

        
          
          

        

      

      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.

       

      * * *

       

      
        
          
          

        

        
          EXH
            D-4

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the Securities Administrator has caused this Certificate
        to be
        duly executed.

       

      
        	
                Dated:

              	 


      

       

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity, but solely as

      Securities
        Administrator

       

      By:
        ____________________________

       

      Authenticated:

       

      By:
        _______________________________ 

      Authorized
        Signatory of

      CITIBANK,
        N.A.,

      not
        in
        its individual capacity,

      but
        solely as Securities Administrator

       

      
        
          
          

        

        
          EXH
            D-5

          
            

          

        

        
          
          

        

      

      HSI
        ASSET
        SECURITIZATION CORPORATION

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as HSI
        Asset Securitization Corporation Trust 2006-HE2 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 or Supplemental Interest Trust
        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 25th 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.

       

      
        
          
          

        

        
          EXH
            D-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 and the Securities Administrator and any agent of
        the
        Trustee, the Depositor or the Securities Administrator may treat the Person
        in
        whose name this Certificate is registered as the owner hereof for all purposes,
        and neither the Trustee, the Depositor, the Securities Administrator nor
        any
        such agent shall be affected by any notice to the contrary.

       

      The
        Master Servicer, upon the instruction of the Depositor, shall have the option
        to
        purchase the Mortgage Loans and therefore cause the termination of the Trust
        on
        the initial Optional Termination Date, which is the first 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;
provided,
        however,
        the
        Master Servicer in its own right may exercise the option to purchase the
        Mortgage Loans and thereby cause the termination of the Trust on any
        Distribution Date thereafter, if the Depositor has not previously provided
        instructions to the Master Servicer to exercise such option on the Depositor’s
        behalf on such Distribution Date. 

       

      The
        obligations and responsibilities created by the Agreement will terminate
        as
        provided in Section 11.01 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

       

      
        
          
          

        

        
          EXH
            D-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.

      


      
        
          
          

        

        
          EXH
            D-8

          
            

          

        

        
          
          

        

      

    

    
      EXHIBIT
        E

       

      FORM
        OF
        INITIAL CERTIFICATION OF CUSTODIAN

       

      [date]

      
        	
                 

                HSI
                  Asset Securitization Corporation

                452
                  Fifth Avenue

                New
                  York, New York 10018

                 

              
	
                Citibank,
                  N.A.,

                 
                  as Securities Administrator

                388
                  Greenwich, 14th
                  Floor

                New
                  York, New York 10013

                Attention:
                  Structured Finance Agency and Trust - HSI Asset Securitization
                  2006-HE2

                 

              
	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

              


      

       

      
        	 	
                Re:

              	
                HSI
                  Asset Securitization Corporation, Series
                  2006-HE2

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
        and Servicing Agreement”)
        dated
        as of November 1, 2006 among HSI Asset Securitization Corporation, as depositor,
        CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities
        administrator, Wells Fargo Bank, N.A., as custodian, OfficeTiger Global Real
        Estate Services Inc., as Credit Risk Manager, 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.

       

      
        
          
          

        

        
          EXH
            E-1

          
            

          

        

        
          
          

        

      

      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:
        ________________________

      


      
        
          
          

        

        
          EXH
            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.

                1
                  Home Campus

                Des
                  Moines, Iowa 50328-0001

              
	 	 
	
                Citibank,
                  N.A.,

                as
                  Securities Administrator

                388
                  Greenwich, 14th
                  Floor

                New
                  York, New York 10013

                Attention:
                  Structured Finance Agency and Trust - HSI Asset Securitization
                  2006-HE2

              	
                Countrywide
                  Home Loans Servicing LP

                4500
                  Park Granada

                Calabas,
                  California 91302

                 

              
	 	 
	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

              	 


      

       

      
        	 	
                Re:

              	
                HSI
                  Asset Securitization Corporation, Series
                  2006-HE2

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
        and Servicing Agreement”)
        dated
        as of November 1, 2006 among HSI Asset Securitization Corporation, as depositor,
        CitiMortgage, Inc., as master servicer, Citibank, N.A., as securities
        administrator, Wells Fargo Bank, N.A., as custodian, OfficeTiger Global Real
        Estate Services Inc., as Credit Risk Manager, 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 mortgage loan seller to the last
        endorsee.

       

      (ii) The
        original recorded Mortgage.

       

      (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).

       

      
        
          
          

        

        
          EXH
            F-1

          
            

          

        

        
          
          

        

      

      (iv) The
        original or duplicate original recorded assignment or assignments of the
        Mortgage showing a complete chain of assignment from the 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:
        __________________________

      


      
        
          
          

        

        
          EXH
            F-2

          
            

          

        

        
          
          

        

      

      EXHIBIT
        G

       

      FORM
        OF
        RESIDUAL TRANSFER AFFIDAVIT

       

      HSI
        Asset
        Securitization Corporation Trust 2006-HE2

      Mortgage
        Pass-Through Certificates, Series 2006- HE2

    

    
      


      
        	
                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 November 1, 2006 among
        HSI
        Asset Securitization Corporation, as depositor, CitiMortgage, Inc., as master
        servicer, Citibank, N.A., as securities administrator, Wells Fargo Bank,
        N.A.,
        as custodian, OfficeTiger Global Real Estate Services Inc., as Credit Risk
        Manager, 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.)

       

      
        
          
          

        

        
          EXH
            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.

       

      
        
          
          

        

        
          EXH
            G-2

          
            

          

        

        
          
          

        

      

      12. Check
        the
        applicable paragraph:

       

      
         ̈
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;

       

      (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.

       

       ̈
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.

       

       ̈
None
        of the above.

       

      
        
          
          

        

        
          EXH
            G-3

          
            

          

        

        
          
          

        

      

      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.

       

      * * *

       

      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__

      


      
        
          
          

        

        
          EXH
            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

       

      Citibank,
        N.A.,

       
as
        Securities Administrator

      388
        Greenwich, 14th
        Floor

      New
        York,
        New York 10013

       

      Attention:
        Structured Finance Agency and Trust - HSI Asset Securitization
        2006-HE2

    

    
       

      
        	 	
                Re:

              	
                HSI
                  Asset Securitization Corporation Trust 2006-HE2 Mortgage Pass-Through
                  Certificates, Series 2006-HE2, 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;

              


      

       

      
        
          
          

        

        
          EXH
            H-1

          
            

          

        

        
          
          

        

      

      
        	 	
                c.

              	
                no
                  directed selling efforts have been made in contravention of the
                  requirements of Rule 903 or Rule 904 of Regulation S, as
                  applicable;

              


      

       

      
        	 	
                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

       

      
        
          
          

        

        
          EXH
            H-2

          
            

          

        

        
          
          

        

      

      EXHIBIT
        I-A

       

      FORM
        OF
        RULE 144A INVESTMENT LETTER

       

      ____________,
        20__

       

      HSI
        Asset
        Securitization Corporation

      452
        Fifth
        Avenue

      New
        York,
        New York 10018

      Attention:
        Head MBS Principal Finance

       

      Citibank,
        N.A.,

       
as
        Securities Administrator

      388
        Greenwich, 14th
        Floor

      New
        York,
        New York 10013

       

      Attention:
        Structured Finance Agency and Trust - HSI Asset Securitization
        2006-HE2

       

      
        	 	
                Re:

              	
                HSI
                  Asset Securitization Corporation Trust
                  2006-HE2

              


      

      
        	 	 	
                Mortgage
                  Pass-Through Certificates, Series 2006-HE2, Class
                  [__]

              


      

       

      Ladies
        and Gentlemen:

      


      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, we are not an employee benefit plan that is
        subject to Title I of the Employee Retirement Income Security Act of 1974,
        as amended (“ERISA”),
        or a
        plan or arrangement that is subject to Section 4975 of the Internal Revenue
        Code of 1986, as amended, or a plan subject to materially similar provisions
        of
        applicable federal, state or local law, nor are we acting on behalf of any
        such
        plan or arrangement nor using the assets of any such plan or arrangement
        to
        effect such acquisition or, with respect to an ERISA-Restricted Certificate
        other than a Class P Certificate, a Class X Certificate or a Residual
        Certificate, such Certificate has been the subject of an ERISA-Qualifying
        Underwriting and the purchaser is an insurance company that is purchasing
        this
        certificate 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, (e)  in the case of an
        ERISA-Restricted Trust Certificate, either (i) we are not an employee benefit
        plan that is subject to Title I of ERISA, or a plan or arrangement that is
        subject to Section 4975 of the Internal Revenue Code of 1986, as amended,
        nor a person acting on behalf 

       

      
        
          
          

        

        
          EXH
            I-A-1

          
            

          

        

        
          
          

        

      

      of
        any
        such plan, nor are we using the assets of any such plan to effect such transfer
        or (ii) our acquisition and holding of the ERISA-Restricted Trust Certificate
        is
        eligible for exemptive relief under the statutory exemption for non-fiduciary
        service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20)
        of
        the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or
        some
        other applicable exemption, (f) 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 (g) 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.

       

      
        
          
          

        

        
          EXH
            I-A-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
        $________ 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.

         

      

      
        
          
          

        

        
          EXH
            I-A-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.

       

      
        
          
          

        

        
          EXH
            I-A-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:
        ________________________________

      


      
        
          
          

        

        
          EXH
            I-A-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.

         

        
          
            
            

          

          
            EXH
              I-A-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 Buyer

         

        Date:
          _________________________

        


        
          
            
            

          

          
            EXH
              I-A-7

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          I-B

         

        FORM
          OF
          REGULATION S INVESTMENT LETTER

         

        ____________,
          20__

         

        HSI
          Asset
          Securitization Corporation

        452
          Fifth
          Avenue

        New
          York,
          New York 10018

        Attention:
          Head MBS Principal Finance

         

        Citibank,
          N.A.,

         
as
          Securities Administrator

        388
          Greenwich, 14th
          Floor

        New
          York,
          New York 10013

         

        Attention:
          Structured Finance Agency and Trust - HSI Asset Securitization
          2006-HE2

         

        
          	 	
                  Re:

                	
                  HSI
                    Asset Securitization Corporation Trust 2006-HE2


                


        

        Mortgage
          Pass-Through Certificates, Series 2006-HE2, Class [__] 

         

        Ladies
          and Gentlemen:

         

        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, we are not an employee benefit plan that
          is
          subject to Title I of the Employee Retirement Income Security Act of 1974,
          as amended (“ERISA”),
          or a
          plan or arrangement that is subject to Section 4975 of the Internal Revenue
          Code of 1986, as amended, or a plan subject to materially similar provisions
          of
          applicable federal, state or local law, nor are we acting on behalf of
          any such
          plan or arrangement nor using the assets of any such plan or arrangement
          to
          effect such acquisition or, with respect to an ERISA-Restricted Certificate
          other than a Class P Certificate, a Class X Certificate or a Residual
          Certificate, such Certificate has been the subject of an ERISA-Qualifying
          Underwriting and the purchaser is an insurance company that is purchasing
          this
          certificate 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, (e)  in the case of an
          ERISA-Restricted Trust Certificate, either (i) we are not an employee benefit
          plan that is subject to Title I of ERISA, or a plan or arrangement that is
          subject to Section 4975 of the Internal Revenue Code of 1986, as amended,
          nor a person acting on behalf 

         

        
          
            
            

          

          
            EXH
              I-B-1

            
              

            

          

          
            
            

          

        

        of
          any
          such plan, nor are we using the assets of any such plan to effect such
          transfer
          or (ii) our acquisition and holding of the ERISA-Restricted Trust Certificate
          is
          eligible for exemptive relief under the statutory exemption for non-fiduciary
          service providers under Section 408(b)(17) of ERISA and Section 4975(d)(20)
          of
          the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or
          some
          other applicable exemption, (f) 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 (g) we are not a U.S. person within the meaning of
          Regulation S of the Securities Act and was at the time the buy order was
          originated for the Class [ ] Certificates outside the United States. We
          are
          aware that the sale to us is being made in reliance on Regulation S of
          the
          Securities Act and we understand (x) that until the expiration of the
          40-day distribution
          compliance period (within the meaning of Regulation S), no offer, sale,
          pledge
          or other transfer of such Certificates or any interest therein shall be
          made in
          the United States or to or for the account or benefit of a U.S. person
          (each as
          defined in Regulation S), (y) if in the future we decide to offer, resell,
          pledge or otherwise transfer such Certificates, such Certificates may be
          offered, resold, pledged or transferred only to (A) a person which the
          seller
          reasonably believes is a “qualified institutional buyer” (a “QIB”) as defined in
          Rule 144A under the Securities Act, that is purchasing such Certificate
          for its
          own account or for the account of a QIB in reliance on Rule 144A or (B)
          in an
          offshore transaction (as defined in Regulation S) in compliance with the
          provisions of Regulation S, in each case in compliance with the requirements
          of
          the Agreement; and we will notify such transferee of the transfer restrictions
          specified in the Agreement. 

         

        
          
            
            

          

          
            EXH
              I-B-2

            
              

            

          

          
            
            

          

        

         

         

        ____________________________

        Print
          Name of Transferee

         

        By:
          _________________________

        Name:

        Title:

        


        IF
          AN
          ADVISER:

         

         

         

        ____________________________

        Print
          Name of Buyer

         

        Date

         

        
          
            
            

          

          
            EXH
              I-B-3

            
              

            

          

          
            
            

          

        

        EXHIBIT
          J

         

        FORM
          OF
          REQUEST FOR RELEASE

        (for
          Custodian)

         

        
          	
                  To:

                	
                  Wells
                    Fargo Bank, N.A.

                


        

        1015
          10th
          Avenue SE

        Minneapolis,
          Minnesota 55414

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
                    of November 1, 2006 among HSI Asset Securitization Corporation,
                    as
                    depositor, CitiMortgage, Inc., as master servicer, Citibank,
                    N.A., as
                    securities administrator, Wells Fargo Bank, N.A., as custodian,
                    OfficeTiger Global Real Estate Services Inc., as Credit Risk
                    Manager, 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.)

                  
	
                     

                    ____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.)

                  


          

           

          
            
              
              

            

            
              EXH
                J-1

              
                

              

            

            
              
              

            

          

          
            	
                     

                    ____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:

          


          
            
              
              

            

            
              EXH
                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 potability 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.

           

          
            
              
              

            

            
              EXH
                K-1

              
                

              

            

            
              
              

            

          

          (p) Amortization
            schedule, if available.

           

          (q) Payment
            history for Mortgage Loans that have been closed for more than 90
            days.

           

          
            
              
              

            

            
              EXH
                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
            Securitization Corporation Trust 2006-HE2

          Mortgage
            Pass-Through Certificates

          Series
            2006-HE2

           

          This
            Certification is being made pursuant to Section 3.05 and Section 8.12 of
            the Pooling and Servicing Agreement dated as of November 1, 2006 (the
            “Pooling
            and Servicing Agreement”)
            relating to the above-referenced Series, among HSI Asset Securitization
            Corporation, as depositor, CitiMortgage, Inc., as master servicer, Citibank,
            N.A., as securities administrator, Wells Fargo Bank, N.A., as custodian,
            OfficeTiger Global Real Estate Services Inc., as Credit Risk Manager
            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 Securitization Corporation Trust 2006-HE2 (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.

           

          
            
              
              

            

            
              EXH
                L-1

              
                

              

            

            
              
              

            

          

          In
            giving
            the certifications above, I have reasonably relied on information provided
            to me
            by the following parties: Citibank, N.A., Countrywide Home Loans Servicing
            LP
            and Wells Fargo Bank, N.A. 

           

          CITIMORTGAGE,
            INC.

          as
            Master
            Servicer

           

          By:
            _________________________

          Name:

          Title:

          Date:

          


          
            
              
              

            

            
              EXH
                L-2

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            M

           

          LIST
            OF
            SERVICING AGREEMENTS

           

          1. Servicing
            Agreement, dated as of June 30, 2006, by and among HSBC Bank (USA) Inc.
            and
            Wells Fargo Bank, N.A., as servicer, as reconstituted pursuant to a
            Reconstituted Servicing Agreement, dated as of November 1, 2006, by and
            among
            HSBC Bank USA, National Association, HSI Asset Securitization Corporation
            and
            Wells Fargo Bank, N.A., as servicer, and acknowledged by CitiMortgage,
            Inc., as
            master servicer and Deutsche Bank National Trust Company, as
            trustee.

           

          2. Servicing
            Agreement as amended by Amendment Reg AB, each dated as of August 30,
            2006, each
            between HSBC Bank USA, National Association, and Countrywide Home Loans,
            Inc.,
            each as reconstituted pursuant to an Assignment, Assumption and Recognition
            Agreement, dated as of November 1, 2006, among HSBC Bank (USA), National
            Association, HSI Asset Securitization Corporation, Countrywide Home Loans,
            Inc.
            and Countrywide Home Loans Servicing LP, and acknowledged by CitiMortgage,
            Inc.,
            as master servicer and Deutsche Bank National Trust Company, as
            trustee.

           

          3. Mortgage
            Loan Servicing Rights Purchase and Servicing Agreement as amended by
            Amendment
            Reg AB, each dated as of December 1, 2006, each among HSBC Bank USA,
            National
            Association, Countrywide Home Loans, Inc. and Countrywide Home Loans
            Servicing
            LP, each as reconstituted pursuant to an Assignment, Assumption and Recognition
            Agreement, dated as of December 1, 2006, among HSBC Bank (USA), National
            Association, HSI Asset Securitization Corporation and Countrywide Home
            Loans,
            Inc., and acknowledged by CitiMortgage, Inc., as master servicer and
            Deutsche
            Bank National Trust Company, as trustee

           

          
            
              
              

            

            
              EXH
                M-1

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            N-1

          


           

          FORM
            OF
            SERVICER (OR SERVICING FUNCTION 

          PARTICIPANT)
            BACK-UP CERTIFICATION

          


          CitiMortgage,
            Inc., 

          4000
            Regent Blvd.

          Irving,
            TX 75063

          Attention:
            Master Servicing Division, Compliance Manager - HASCO 2006-HE2

           

          
            	 	
                    Re:

                  	
                    HSI
                      Asset Securitization Corporation Trust 2006-
                      HE2

                  


          

           

          [_______],
            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

           

          
            
              
              

            

            
              EXH
                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 November 1, 2006 (the “Pooling
            and Servicing Agreement”),
            by
            and among HSI Asset Securitization Corporation, as depositor, CitiMortgage,
            Inc., as master servicer, Citibank, N.A., as securities administrator,
            Wells
            Fargo Bank, N.A., as custodian, OfficeTiger Global Real Estate Services
            Inc., as
            Credit Risk Manager and Deutsche Bank National Trust Company, as
            trustee.

           

          


           

          [____]

           

          as
            [____]

           

          By:  

          Name:

          Title:

          Date:

          


          
            
              
              

            

            
              EXH
                N-2

              
                

              

            

            
              
              

            

          

           

          EXHIBIT
            O

           

          FORM
            OF SWAP AGREEMENT

           

          
            
              
              

            

            
              EXH
                O-1

              
                

              

            

            
              
              

            

          

          EXHIBIT
            P

           

          FORM
            OF CAP AGREEMENT

           

          
            
              
              

            

            
              EXH
                P-1

              
                

              

            

            
              
              

            

          

          EXHIBIT
            Q

           

          TRANSFER
            AGREEMENTS

          


          
            
              
              

            

            
              EXH
                Q-1

              
                

              

            

            
              
              

            

          

          EXHIBIT
            R

          


          [RESERVED]

          


          
            
              
              

            

            
              EXH
                R-1

              
                

              

            

            
              
              

            

          

          


          EXHIBIT
            S

          


          SERVICING
            CRITERIA MATRIX

          


          The
            assessment of compliance to be delivered by CitiMortgage, Inc,, in its
            capacity
            as Master Servicer and Citibank, N.A., as Securities Administrator, shall
            address, at a minimum, the criteria identified as 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 November 1, 2006
            (the
“Pooling and Servicing Agreement”), by and among HSI Asset Securitization
            Corporation, as depositor, CitiMortgage, Inc., as master servicer, Citibank,
            N.A., as securities administrator, Wells Fargo Bank, N.A., as custodian,
            OfficeTiger Global Real Estate Services Inc., as Credit Risk Manager
            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.
                      

                  	 	 	 
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the pool assets are maintained. 

                  	
                    X

                  	 	 
	
                    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

                  	 	 


          

           

          
            
              
              

            

            
              EXH
                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

                  	 


          

           

          
            
              
              

            

            
              EXH
                S-2

              
                

              

            

            
              
              

            

          

          
            	
                    Reg
                      AB Reference

                  	
                    Servicing
                      Criteria

                  	
                    Master
                      Servicer

                  	
                    Securities
                      Administrator

                  	
                    Custodian

                  


          

          
            	
                    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

                  	 
	
                    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. 

                  	
                    X

                  	 	 
	
                    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. 

                  	
                    X

                  	 	 
	
                    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).
                      

                  	 	 	 


          

           

          
            
              
              

            

            
              EXH
                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*

                  	 


          

          ____________

          *
            Solely
            with respect to premiums paid on certificate insurance policies, if
            any.

          


          
            
              
              

            

            
              EXH
                S-4

              
                

              

            

            
              
              

            

          

          


          EXHIBIT
            T

          


          


          Trustee:
            Deutsche Bank National Trust Company

          


          Securities
            Administrator:
            Citibank, N.A.

          


          Master
            Servicer:
            CitiMortgage, Inc. 

          


          Derivative
            Counterparty:
            ABN
            AMRO Bank, N.V.

          


          Servicers:
            Wells
            Fargo Bank, N.A. and Countrywide Home Loans Servicing LP

          


          Custodian:
            Wells
            Fargo Bank, N.A.

          


          Sponsor:
            HSBC
            Bank USA, National Association

          


          Credit
            Risk Manager:
            OfficeTiger Global Real Estate Services Inc.

          


          
            
              
              

            

            
              EXH
                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

          


          Citibank,
            N.A.,

          388
            Greenwich, 14th
            Floor

          New
            York,
            New York 10013

          Attention:
            Structured Finance Agency and Trust - HSI Asset Securitization
            2006-HE2

          


          
            	
                    RE:

                  	
                    Annual
                      officer’s certificate delivered pursuant to Section 3.05 of that certain
                      Pooling Servicing Agreement, dated as of November 1, 2006 (the
                      “Pooling
                      and Servicing Agreement”),
                      among HSI Asset Securitization Corporation, as depositor (the
                      “Depositor”),
                      CitiMortgage, Inc., as master servicer (the “Master
                      Servicer”),
                      Citibank, N.A., as securities administrator (the “Securities
                      Administrator”),
                      Wells Fargo Bank, N.A., as custodian, OfficeTiger Global Real
                      Estate
                      Services Inc., as credit risk manager, and Deutsche Bank National
                      Trust
                      Company, as trustee (the
                      “Trustee”)

                  


          

          


          [_______],
            the undersigned, a duly authorized [_______] of [Master Servicer] [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] [Subservicer]
                      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]
                      [Subservicer] 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] [Subservicer] each such failure known
                      to me and
                      the nature and status thereof, including the steps being taken
                      by the
                      [Master Servicer] [Subservicer] to remedy such
                      default.

                  


          

          


          
            
              
              

            

            
              EXH
                U-1

              
                

              

            

            
              
              

            

          

          Certified
            By:

          


          


          


          ______________________________

          Name:

          Title:
            

           

          
            
              
              

            

            
              EXH
                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, Servicer(1)

                    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)

                  	
                    Servicer(1)
                      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

                  
	
                    ▪
                      Servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Master Servicer or
                      Securities
                      Administrator)

                  	
                    Servicer(1)

                  
	
                    ▪
                      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

                  


          

           

          
            
              
              

            

            
              EXH
                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 probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 


          

           

          
            
              
              

            

            
              EXH
                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

                  
	 	 


          

           

          (1)
            This
            information is provided pursuant to the applicable Servicing
            Agreement.

           

          
            
              
              

            

            
              EXH
                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

                  	
                    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 probable exposure

                  	
                    Depositor

                  
	
                    ▪
                      Determining current significance percentage

                  	
                    Depositor

                  
	
                    ▪
                      Requesting required financial information (including any required
                      accountants’ consent to the use thereof) or effecting incorporation by
                      reference

                  	
                    Depositor

                  
	
                    *This
                      information need only be reported on the Form 10-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:

                  	 


          

           

          
            
              
              

            

            
              EXH
                W-1

              
                

              

            

            
              
              

            

          

          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    ▪
                      Issuing Entity (Trust Fund)

                  	
                    Servicer(1)
                      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

                  
	
                    ▪
                      Servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    ▪
                      1110(b) Originator

                  	
                    Depositor

                  
	
                    ▪
                      Any 1108(a)(2) Servicer (other than the Servicer, 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

                  	
                    Servicer(1)

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      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)

                  


          

           

          
            
              
              

            

            
              EXH
                W-2

              
                

              

            

            
              
              

            

          

          
            	
                    ADDITIONAL
                      FORM 10-K DISCLOSURE

                  
	
                    Item
                      on Form 10-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    ▪
                      Master Servicer

                  	
                    Master
                      Servicer 

                  
	
                    ▪
                      Servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      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 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

                  	
                    Servicer(1)

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  
	
                    ▪
                      Trustee

                  	
                    Depositor/Sponsor

                  
	
                    ▪
                      Any other 1108(a)(3) servicer

                  	
                    Servicer(1)

                  
	
                    ▪
                      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 is provided pursuant to the applicable Servicing
            Agreement.

          


          
            
              
              

            

            
              EXH
                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

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other Servicer servicing 20% or more of the pool assets at
                      the time of the
                      report

                  	
                    Servicer(1)

                  
	
                    ▪
                      Other material servicers

                  	
                    Servicer(1)

                  
	
                    ▪
                      Trustee

                  	
                    Trustee

                  
	
                    ▪
                      Securities Administrator

                  	
                    Securities
                      Administrator

                  


          

           

          
            
              
              

            

            
              EXH
                X-1

              
                

              

            

            
              
              

            

          

          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    ▪
                      Significant Obligor

                  	
                    Depositor

                  
	
                    ▪
                      Credit Enhancer (10% or more)

                  	
                    Depositor

                  
	
                    ▪
                      Derivative Counterparty

                  	
                    Depositor

                  
	
                    ▪
                      Custodian

                  	
                    Custodian

                  
	
                    Item
                      2.04- Triggering Events that Accelerate or Increase a Direct
                      Financial
                      Obligation or an Obligation under an Off-Balance Sheet
                      Arrangement

                     

                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the monthly statements to the certificateholders.

                  	
                    Depositor

                  
	
                    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/

                    Servicer(1)

                  


          

           

          
            
              
              

            

            
              EXH
                X-2

              
                

              

            

            
              
              

            

          

          
            	
                    FORM
                      8-K DISCLOSURE INFORMATION

                  
	
                    Item
                      on Form 8-K

                  	
                    Party
                      Responsible 

                  


          

          
            	
                    Reg
                      AB disclosure about any new servicer or master servicer is
                      also
                      required.

                  	
                    Servicer(1)/new
                      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

                  
	
                    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

                  


          

          (1)
            This
            information is provided pursuant to the applicable Servicing
            Agreement.

          


          
            
              
              

            

            
              EXH
                X-3

              
                

              

            

            
              
              

            

          

          EXHIBIT
            Y

          


          ADDITIONAL
            DISCLOSURE NOTIFICATION

           

          **SEND
            TO CITIBANK VIA FAX TO (212) 816-5527 AND VIA EMAIL TO JENNIFER.MCCOURT@CITIGROUP.COM
            AND VIA OVERNIGHT MAIL TO THE ADDRESS
            IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
            BELOW**

          


           

          Citibank,
            N.A.,

           
as
            Securities Administrator

          388
            Greenwich, 14th
            Floor

          New
            York,
            New York 10013

          Attention:
            Structured Finance Agency and Trust - HSI Asset Securitization
            2006-HE2

          Fax:
            (212) 816-5527

          E-mail:
            jennifer.mccourt@citigroup.com

           

          HSI
            Asset
            Securitization Corporation

          452
            Fifth
            Avenue

          New
            York,
            New York 10018

          Attention:
            Head MBS Principal Finance

          


          Attn:
            Corporate Trust Services - [DEAL NAME]-SEC REPORT PROCESSING

           

          RE:
            **Additional Form [ ] Disclosure**Required

           

          Ladies
            and Gentlemen:

           

          In
            accordance with Section [   ] of the Pooling and Servicing Agreement,
            dated as of [   ] [   ], 2006, among [   ], as
            [   ], [   ], as [   ], [   ], as
            [   ] and [   ], as [   ]. 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: [   ].

           

          
            
              
              

            

            
              EXH
                Y-1

              
                

              

            

            
              
              

            

          

           

           

          


           

          [NAME
            OF
            PARTY]

          as
            [role]

           

          


           

          By:
            __________________

          Name:

          Title: 

           

          
            
              
              

            

            
              EXH
                Y-2

              
                

              

            

            
              
              

            

          

          EXHIBIT
            Z

           

          CLASS
            NOTIONAL BALANCE SCHEDULE FOR CLASS A-IO CERTIFICATES

          


          


          The
            Class
            Notional Balance of the Class A-IO Certificates for each Distribution
            Date will
            be the lesser of (1) the notional balance for the applicable Distribution
            Date
            set forth in the schedule below and (2) the Pool Balance as of the first
            day of
            the related Due Period:


           

          
            	
                     

                    Distribution
                      Date

                  	
                     

                    Class
                      Notional Balance

                  
	
                    December
                      2006

                  	
                    $381,159,000

                  
	
                    January
                      2007

                  	
                    $381,159,000

                  
	
                    February
                      2007

                  	
                    $381,159,000

                  
	
                    March
                      2007

                  	
                    $381,159,000

                  
	
                    April
                      2007

                  	
                    $381,159,000

                  
	
                    May
                      2007

                  	
                    $381,159,000

                  
	
                    June
                      2007

                  	
                    $304,927,000

                  
	
                    July
                      2007

                  	
                    $304,927,000

                  
	
                    August
                      2007

                  	
                    $304,927,000

                  
	
                    September
                      2007

                  	
                    $304,927,000

                  
	
                    October
                      2007

                  	
                    $304,927,000

                  
	
                    November
                      2007

                  	
                    $304,927,000

                  
	
                    December
                      2007

                  	
                    $228,695,000

                  
	
                    January
                      2008

                  	
                    $228,695,000

                  
	
                    February
                      2008

                  	
                    $228,695,000

                  
	
                    March
                      2008 and thereafter

                  	
                    $
                      0.00

                  


          

           

          
            
              
              

            

            
              EXH
                Z-1