EXECUTION

     

    
      

      

    

    
    

    HSI
      ASSET
      SECURITIZATION CORPORATION,

    Depositor,

     

    WELLS
      FARGO BANK, N.A.,

    Originator,
      Servicer, Master Servicer, Securities Administrator and Custodian,

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee

     

    and

     

    OFFICETIGER
      GLOBAL REAL ESTATE SERVICES INC.,

    Credit
      Risk Manager

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of June 1, 2007

     

    HSI
      ASSET
      SECURITIZATION CORPORATION TRUST 2007-WF1

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES 2007-WF1


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
 



    TABLE
      OF
      CONTENTS

    
       

      Page

      
        	 
	
                ARTICLE
                  I

              
	 	 	 
	 
	
                DEFINITIONS

              
	 	 	 
	 
	
                ARTICLE
                  II

              
	 	 	 
	
                CONVEYANCE
                  OF MORTGAGE LOANS;

              
	
                REPRESENTATIONS
                  AND WARRANTIES

              
	 	 	 
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans

              	
                43

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Custodian of the Mortgage Loans

              	
                47

              
	
                Section
                  2.03

              	
                Representations,
                  Warranties and Covenants of the Originator and the Servicer; Remedies
                  for
                  Breaches of Representations and Warranties with Respect to the
                  Mortgage
                  Loans

              	
                48

              
	
                Section
                  2.04

              	
                Execution
                  and Delivery of Certificates

              	
                52

              
	
                Section
                  2.05

              	
                REMIC
                  Matters

              	
                52

              
	
                Section
                  2.06

              	
                Representations
                  and Warranties of the Depositor

              	
                52

              
	 
	
                ARTICLE
                  III

              
	 
	
                ADMINISTRATION
                  AND SERVICING

              
	
                OF
                  MORTGAGE LOANS

              
	 	 	 
	
                Section
                  3.01

              	
                Servicer
                  to Service Mortgage Loans

              	
                53

              
	
                Section
                  3.02

              	
                Subservicing
                  Agreements between Servicer and Subservicers; Use of
                  Subcontractors

              	
                55

              
	
                Section
                  3.03

              	
                Successor
                  Subservicers

              	
                57

              
	
                Section
                  3.04

              	
                Liability
                  of the Servicer

              	
                57

              
	
                Section
                  3.05

              	
                No
                  Contractual Relationship between Subservicers and the Master
                  Servicer

              	
                57

              
	
                Section
                  3.06

              	
                Assumption
                  or Termination of Subservicing Agreements by Master
                  Servicer

              	
                58

              
	
                Section
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments

              	
                58

              
	
                Section
                  3.08

              	
                Subservicing
                  Accounts

              	
                61

              
	
                Section
                  3.09

              	
                Collection
                  of Taxes, Assessments and Similar Items; Escrow Accounts

              	
                61

              
	
                Section
                  3.10

              	
                Collection
                  Account

              	
                62

              
	
                Section
                  3.11

              	
                Withdrawals
                  from the Collection Account

              	
                63

              
	
                Section
                  3.12

              	
                Investment
                  of Funds in the Collection Account, Escrow Accounts and the Distribution
                  Account

              	
                64

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  3.13

              	
                Maintenance
                  of Hazard Insurance and Errors and Omissions and Fidelity
                  Coverage

              	
                66

              
	
                Section
                  3.14

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements

              	
                67

              
	
                Section
                  3.15

              	
                Realization
                  upon Defaulted Mortgage Loans

              	
                68

              
	
                Section
                  3.16

              	
                Release
                  of Mortgage Files

              	
                70

              
	
                Section
                  3.17

              	
                Title,
                  Conservation and Disposition of REO Property

              	
                71

              
	
                Section
                  3.18

              	
                Notification
                  of Adjustments

              	
                72

              
	
                Section
                  3.19

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans

              	
                72

              
	
                Section
                  3.20

              	
                Documents,
                  Records and Funds in Possession of the Servicer to Be Held for
                  the
                  Trustee

              	
                73

              
	
                Section
                  3.21

              	
                Servicing
                  Compensation

              	
                73

              
	
                Section
                  3.22

              	
                Report
                  on Assessment of Compliance with Relevant Servicing
                  Criteria.

              	
                74

              
	
                Section
                  3.23

              	
                Report
                  on Attestation of Compliance with Relevant Servicing
                  Criteria.

              	
                75

              
	
                Section
                  3.24

              	
                Annual
                  Officer’s Certificates.

              	
                75

              
	
                Section
                  3.25

              	
                Master
                  Servicer to Act as Servicer

              	
                77

              
	
                Section
                  3.26

              	
                Compensating
                  Interest

              	
                78

              
	
                Section
                  3.27

              	
                Credit
                  Reporting; Gramm-Leach-Bliley Act

              	
                78

              
	
                Section
                  3.28

              	
                [Reserved]

              	
                78

              
	
                Section
                  3.29

              	
                Notifications
                  to Parties.

              	
                78

              
	
                Section
                  3.30

              	
                Indemnification.

              	
                79

              
	 
	
                ARTICLE
                  IV

              
	 
	
                DISTRIBUTIONS
                  AND

              
	
                ADVANCES
                  BY THE SERVICER

              
	 	 	 
	
                Section
                  4.01

              	
                Advances

              	
                80

              
	
                Section
                  4.02

              	
                Priorities
                  of Distribution

              	
                81

              
	
                Section
                  4.03

              	
                Monthly
                  Statements to Certificateholders

              	
                87

              
	
                Section
                  4.04

              	
                Certain
                  Matters Relating to the Determination of LIBOR

              	
                89

              
	
                Section
                  4.05

              	
                Allocation
                  of Applied Realized Loss Amounts

              	
                90

              
	
                Section
                  4.06

              	
                Supplemental
                  Interest Trust.

              	
                90

              
	
                Section
                  4.07

              	
                Rights
                  of the Swap Counterparty.

              	
                93

              
	
                Section
                  4.08

              	
                Termination
                  Receipts.

              	
                93

              
	 
	
                ARTICLE
                  V

              
	 
	
                THE
                  CERTIFICATES

              
	 	 	 
	
                Section
                  5.01

              	
                The
                  Certificates

              	
                94

              
	
                Section
                  5.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates

              	
                95

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              	
                101

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners

              	
                102

              
	
                Section
                  5.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses

              	
                102

              


      


      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  5.06

              	
                Maintenance
                  of Office or Agency

              	
                102

              
	 
	
                ARTICLE
                  VI

              
	 
	
                THE
                  DEPOSITOR AND THE SERVICER

              
	 	 	 
	
                Section
                  6.01

              	
                Respective
                  Liabilities of the Depositor and the Servicer

              	
                102

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Servicer

              	
                103

              
	
                Section
                  6.03

              	
                Limitation
                  on Liability of the Depositor, the Servicer and Others.

              	
                103

              
	
                Section
                  6.04

              	
                Limitation
                  on Resignation of the Servicer.

              	
                104

              
	
                Section
                  6.05

              	
                Additional
                  Indemnification by the Servicer; Third Party Claims.

              	
                104

              
	
                Section
                  6.06

              	
                Compliance
                  with Regulation AB; Cooperation of Parties

              	
                105

              
	 
	
                ARTICLE
                  VII

              
	 
	
                DEFAULT

              
	 	 	 
	
                Section
                  7.01

              	
                Events
                  of Default

              	
                105

              
	
                Section
                  7.02

              	
                Master
                  Servicer to Act; Appointment of Successor

              	
                108

              
	
                Section
                  7.03

              	
                Notification
                  to Certificateholders

              	
                110

              
	 
	
                ARTICLE
                  VIII

              
	 
	
                CONCERNING
                  THE TRUSTEE

              
	 	 	 
	
                Section
                  8.01

              	
                Duties
                  of the Trustee

              	
                110

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee

              	
                111

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans

              	
                112

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates

              	
                113

              
	
                Section
                  8.05

              	
                Trustee’s
                  Fees Indemnification and Expenses

              	
                113

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for the Trustee

              	
                114

              
	
                Section
                  8.07

              	
                Resignation
                  and Removal of the Trustee

              	
                114

              
	
                Section
                  8.08

              	
                Successor
                  Trustee

              	
                115

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of the Trustee

              	
                116

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee

              	
                116

              
	
                Section
                  8.11

              	
                Tax
                  Matters

              	
                117

              
	
                Section
                  8.12

              	
                Commission
                  Reporting

              	
                121

              
	
                Section
                  8.13

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

              	
                128

              
	 
	
                ARTICLE
                  IX

              
	 
	
                ADMINISTRATION
                  OF THE MORTGAGE LOANS

              
	
                BY
                  THE MASTER SERVICER AND THE CREDIT RISK MANAGER

              
	 	 	 
	
                Section
                  9.01

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

              	
                128

              


      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  9.02

              	
                [Reserved]

              	
                130

              
	
                Section
                  9.03

              	
                [Reserved]

              	
                130

              
	
                Section
                  9.04

              	
                Maintenance
                  of Fidelity Bond and Errors and Omissions Insurance.

              	
                130

              
	
                Section
                  9.05

              	
                Representations
                  and Warranties of the Master Servicer

              	
                130

              
	
                Section
                  9.06

              	
                Master
                  Servicer Events of Default

              	
                131

              
	
                Section
                  9.07

              	
                Waiver
                  of Default.

              	
                133

              
	
                Section
                  9.08

              	
                Successor
                  to the Master Servicer.

              	
                133

              
	
                Section
                  9.09

              	
                Compensation
                  of the Master Servicer.

              	
                134

              
	
                Section
                  9.10

              	
                Merger
                  or Consolidation.

              	
                134

              
	
                Section
                  9.11

              	
                Resignation
                  of the Master Servicer.

              	
                135

              
	
                Section
                  9.12

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                135

              
	
                Section
                  9.13

              	
                Limitation
                  on Liability of the Master Servicer.

              	
                135

              
	
                Section
                  9.14

              	
                Indemnification;
                  Third Party Claims.

              	
                136

              
	
                Section
                  9.15

              	
                Duties
                  of the Credit Risk Manager.

              	
                136

              
	
                Section
                  9.16

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	
                137

              
	
                Section
                  9.17

              	
                Removal
                  and Resignation of Credit Risk Manager.

              	
                138

              
	 
	
                ARTICLE
                  X

              
	 
	
                CONCERNING
                  THE SECURITIES ADMINISTRATOR

              
	 	 	 
	
                Section
                  10.01

              	
                Duties
                  of Securities Administrator.

              	
                138

              
	
                Section
                  10.02

              	
                Certain
                  Matters Affecting the Securities Administrator.

              	
                139

              
	
                Section
                  10.03

              	
                Securities
                  Administrator Not Liable for Certificates or Mortgage
                  Loans.

              	
                141

              
	
                Section
                  10.04

              	
                Securities
                  Administrator May Own Certificates.

              	
                141

              
	
                Section
                  10.05

              	
                Securities
                  Administrator’s Fees and Expenses.

              	
                142

              
	
                Section
                  10.06

              	
                Eligibility
                  Requirements for Securities Administrator.

              	
                142

              
	
                Section
                  10.07

              	
                Resignation
                  and Removal of Securities Administrator.

              	
                143

              
	
                Section
                  10.08

              	
                Successor
                  Securities Administrator.

              	
                144

              
	
                Section
                  10.09

              	
                Merger
                  or Consolidation of Securities Administrator.

              	
                144

              
	
                Section
                  10.10

              	
                Assignment
                  or Delegation of Duties by the Securities Administrator.

              	
                145

              
	 
	
                ARTICLE
                  XI

              
	 
	
                TERMINATION

              
	 	 	 
	
                Section
                  11.01

              	
                Termination
                  upon Liquidation or Purchase of the Mortgage Loans

              	
                145

              
	
                Section
                  11.02

              	
                Final
                  Distribution on the Certificates

              	
                146

              
	
                Section
                  11.03

              	
                Additional
                  Termination Requirements

              	
                147

              
	 
	
                ARTICLE
                  XII

              
	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 
	
                Section
                  12.01

              	
                Amendment

              	
                148

              
	
                Section
                  12.02

              	
                Recordation
                  of Agreement; Counterparts

              	
                150

              


      


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  12.03

              	
                Governing
                  Law

              	
                150

              
	
                Section
                  12.04

              	
                Intention
                  of Parties

              	
                150

              
	
                Section
                  12.05

              	
                Notices

              	
                152

              
	
                Section
                  12.06

              	
                Severability
                  of Provisions

              	
                153

              
	
                Section
                  12.07

              	
                Assignment

              	
                153

              
	
                Section
                  12.08

              	
                Limitation
                  on Rights of Certificateholders

              	
                153

              
	
                Section
                  12.09

              	
                Inspection
                  and Audit Rights

              	
                154

              
	
                Section
                  12.10

              	
                Certificates
                  Nonassessable and Fully Paid

              	
                154

              
	
                Section
                  12.11

              	
                Rule of
                  Construction

              	
                154

              
	
                Section
                  12.12

              	
                Waiver
                  of Jury Trial

              	
                154

              
	 	 	 


      


      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      



    
      	
              SCHEDULES

            	 
	 	 
	
              Schedule I

            	
              Mortgage
                Loan Schedule

            
	 	 
	
              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

            	
              Form
                of Back-Up Sarbanes-Oxley Certification

            
	 	 
	
              Exhibit
                N-1

            	
              Standard
                File Layout - Master Servicing (Form of Monthly Remittance
                Advice)

            
	 	 
	
              Exhibit
                N-2

            	
              Standard
                File Layout for Delinquency Reporting

            
	 	 
	
              Exhibit
                N-3

            	
              Form
                332 Realized Loss Report

            
	 	 
	
              Exhibit
                O

            	
              Form
                of Swap Agreement

            
	 	 
	
              Exhibit
                P 

            	
              Form
                of Cap Agreement

            
	 	 
	
              Exhibit
                Q

            	
              Seller’s
                Warranties and Servicing Agreement

            
	 	 
	
              Exhibit
                R

            	
              [Reserved]

            
	 	 


    


    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	
              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

            
	 	 


    

     

    



    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    


    THIS
      POOLING AND SERVICING AGREEMENT, dated as of June 1, 2007, among HSI ASSET
      SECURITIZATION CORPORATION, as depositor (the “Depositor”),
      WELLS
      FARGO BANK, N.A., a national banking association, as originator (in such
      capacity, the “Originator”),
      as
      servicer (in such capacity, the “Servicer”)
      as
      master servicer (in such capacity, the “Master
      Servicer”)
      as
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and as
      custodian (in such capacity, the “Custodian”),
      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”).

     

    WITNESSETH:

     

    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
      and
      (vi) the obligation to pay Class I Shortfalls (collectively, the “Excluded
      Trust Assets”)
      shall
      elect that the segregated asset pool within the Trust Fund be treated for
      federal income tax purposes as comprising three real estate mortgage investment
      conduits under Section 860D of the Code (each a “REMIC”
or,
      in
      the alternative, “REMIC
      1,”
      REMIC
      2,”
and
      “REMIC 3”; REMIC 3 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, 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 2, 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, 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,
      and REMIC 2 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

            	
              (5)

            	
              (1)

            
	
              LT1-F1

            	
               $        5,929,610.00 

            	
              (2)

            
	
              LT1-V1

            	
               $        5,929,610.00 

            	
              (3)

            
	
              LT1-F2

            	
               $        6,908,510.50 

            	
              (2)

            
	
              LT1-V2

            	
               $        6,908,510.50 

            	
              (3)

            
	
              LT1-F3

            	
               $        7,866,553.00 

            	
              (2)

            
	
              LT1-V3

            	
               $        7,866,553.00 

            	
              (3)

            
	
              LT1-F4

            	
               $        8,789,214.00 

            	
              (2)

            
	
              LT1-V4

            	
               $        8,789,214.00 

            	
              (3)

            
	
              LT1-F5

            	
               $        9,669,169.00 

            	
              (2)

            
	
              LT1-V5

            	
               $        9,669,169.00 

            	
              (3)

            
	
              LT1-F6

            	
               $      10,485,224.50 

            	
              (2)

            
	
              LT1-V6

            	
               $      10,485,224.50 

            	
              (3)

            
	
              LT1-F7

            	
               $      11,185,943.50 

            	
              (2)

            
	
              LT1-V7

            	
               $      11,185,943.50 

            	
              (3)

            
	
              LT1-F8

            	
               $      11,592,632.00 

            	
              (2)

            
	
              LT1-V8

            	
               $      11,592,632.00 

            	
              (3)

            
	
              LT1-F9

            	
               $      11,053,493.00 

            	
              (2)

            
	
              LT1-V9

            	
               $      11,053,493.00 

            	
              (3)

            
	
              LT1-F10

            	
               $      10,532,533.00 

            	
              (2)

            
	
              LT1-V10

            	
               $      10,532,533.00 

            	
              (3)

            
	
              LT1-F11

            	
               $      10,036,181.50 

            	
              (2)

            
	
              LT1-V11

            	
               $      10,036,181.50 

            	
              (3)

            
	
              LT1-F12

            	
               $        9,563,272.50 

            	
              (2)

            
	
              LT1-V12

            	
               $        9,563,272.50 

            	
              (3)

            
	
              LT1-F13

            	
               $        9,113,884.50 

            	
              (2)

            
	
              LT1-V13

            	
               $        9,113,884.50 

            	
              (3)

            
	
              LT1-F14

            	
               $        8,712,157.00 

            	
              (2)

            
	
              LT1-V14

            	
               $        8,712,157.00 

            	
              (3)

            
	
              LT1-F15

            	
               $        8,320,114.50 

            	
              (2)

            
	
              LT1-V15

            	
               $        8,320,114.50 

            	
              (3)

            
	
              LT1-F16

            	
               $        7,978,796.00 

            	
              (2)

            
	
              LT1-V16

            	
               $        7,978,796.00 

            	
              (3)

            
	
              LT1-F17

            	
               $        7,843,377.00 

            	
              (2)

            
	
              LT1-V17

            	
               $        7,843,377.00 

            	
              (3)

            
	
              LT1-F18

            	
               $        8,175,163.50 

            	
              (2)

            


    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial Principal 

              Balance

            	
               

              Interest
                Rate

            
	
              LT1-V18

            	
               $        8,175,163.50 

            	
              (3)

            
	
              LT1-F19

            	
               $      12,095,772.00 

            	
              (2)

            
	
              LT1-V19

            	
               $      12,095,772.00 

            	
              (3)

            
	
              LT1-F20

            	
               $      10,935,936.00 

            	
              (2)

            
	
              LT1-V20

            	
               $      10,935,936.00 

            	
              (3)

            
	
              LT1-F21

            	
               $        9,860,172.00 

            	
              (2)

            
	
              LT1-V21

            	
               $        9,860,172.00 

            	
              (3)

            
	
              LT1-F22

            	
               $        8,818,945.00 

            	
              (2)

            
	
              LT1-V22

            	
               $        8,818,945.00 

            	
              (3)

            
	
              LT1-F23

            	
               $        7,667,386.50 

            	
              (2)

            
	
              LT1-V23

            	
               $        7,667,386.50 

            	
              (3)

            
	
              LT1-F24

            	
               $        4,979,129.50 

            	
              (2)

            
	
              LT1-V24

            	
               $        4,979,129.50 

            	
              (3)

            
	
              LT1-F25

            	
               $        4,711,935.00 

            	
              (2)

            
	
              LT1-V25

            	
               $        4,711,935.00 

            	
              (3)

            
	
              LT1-F26

            	
               $        4,522,471.50 

            	
              (2)

            
	
              LT1-V26

            	
               $        4,522,471.50 

            	
              (3)

            
	
              LT1-F27

            	
               $        4,296,560.00 

            	
              (2)

            
	
              LT1-V27

            	
               $        4,296,560.00 

            	
              (3)

            
	
              LT1-F28

            	
               $        4,053,839.50 

            	
              (2)

            
	
              LT1-V28

            	
               $        4,053,839.50 

            	
              (3)

            
	
              LT1-F29

            	
               $        3,825,611.00 

            	
              (2)

            
	
              LT1-V29

            	
               $        3,825,611.00 

            	
              (3)

            
	
              LT1-F30

            	
               $        3,612,702.00 

            	
              (2)

            
	
              LT1-V30

            	
               $        3,612,702.00 

            	
              (3)

            
	
              LT1-F31

            	
               $        3,412,058.00 

            	
              (2)

            
	
              LT1-V31

            	
               $        3,412,058.00 

            	
              (3)

            
	
              LT1-F32

            	
               $        3,219,043.50 

            	
              (2)

            
	
              LT1-V32

            	
               $        3,219,043.50 

            	
              (3)

            
	
              LT1-F33

            	
               $        3,018,353.50 

            	
              (2)

            
	
              LT1-V33

            	
               $        3,018,353.50 

            	
              (3)

            
	
              LT1-F34

            	
               $        2,846,370.50 

            	
              (2)

            
	
              LT1-V34

            	
               $        2,846,370.50 

            	
              (3)

            
	
              LT1-F35

            	
               $        2,694,336.50 

            	
              (2)

            
	
              LT1-V35

            	
               $        2,694,336.50 

            	
              (3)

            
	
              LT1-F36

            	
               $        2,550,619.00 

            	
              (2)

            
	
              LT1-V36

            	
               $        2,550,619.00 

            	
              (3)

            
	
              LT1-F37

            	
               $        2,414,751.50 

            	
              (2)

            
	
              LT1-V37

            	
               $        2,414,751.50 

            	
              (3)

            
	
              LT1-F38

            	
               $        2,286,296.50 

            	
              (2)

            
	
              LT1-V38

            	
               $        2,286,296.50 

            	
              (3)

            
	
              LT1-F39

            	
               $        2,164,844.50 

            	
              (2)

            
	
              LT1-V39

            	
               $        2,164,844.50 

            	
              (3)

            
	
              LT1-F40

            	
               $        2,050,002.50 

            	
              (2)

            


    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


    
      	
              Class
                Designation

            	
              Initial
                Principal 

              Balance

            	
               

              Interest
                Rate

            
	
              LT1-V40

            	
               $        2,050,002.50 

            	
              (3)

            
	
              LT1-F41

            	
               $        1,941,404.50 

            	
              (2)

            
	
              LT1-V41

            	
               $        1,941,404.50 

            	
              (3)

            
	
              LT1-F42

            	
               $        1,838,701.50 

            	
              (2)

            
	
              LT1-V42

            	
               $        1,838,701.50 

            	
              (3)

            
	
              LT1-F43

            	
               $        1,741,568.00 

            	
              (2)

            
	
              LT1-V43

            	
               $        1,741,568.00 

            	
              (3)

            
	
              LT1-F44

            	
               $      32,138,167.50 

            	
              (2)

            
	
              LT1-V44

            	
               $      32,138,167.50 

            	
              (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) 10.90% 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)
                10.90%.

            


    

     

    
      	 	
              (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.

            


    

     

    (5)  
      This interest shall have an initial principal balance equal to the excess of
      the
      aggregate stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date
      over the aggregate initial principal balance of each remaining 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.

     

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, the Securities Administrator shall distribute the Prepayment
      Charges collected during the preceding Prepayment Period to the Class LT1-F41
      Lower Tier Interest.

     

    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 Class LT2-R
      interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2
      Regular Interests”):

     

    
      	
              REMIC
                2

              Lower
                Tier 

              Class
                Designation

            	
              REMIC
                2

              Lower
                Tier

              Interest
                Rate

            	
              Initial
                Class 

              Principal
                Amount

            	
              Corresponding
                Class 

              of
                Certificate(s)

            
	
              Class
                LT2-I-A

            	
              (1)

            	
              (4)

            	
              I-A

            
	
              Class
                LT2-II-A1

            	
              (1)

            	
              (4)

            	
              II-A-1

            
	
              Class
                LT2-II-A2

            	
              (1)

            	
              (4)

            	
              II-A-2

            
	
              Class
                LT2-II-A3

            	
              (1)

            	
              (4)

            	
              II-A-3

            
	
              Class
                LT2-II-A4

            	
              (1)

            	
              (4)

            	
              II-A-4

            
	
              Class
                LT2-M1

            	
              (1)

            	
              (4)

            	
              M-1

            
	
              Class
                LT2-M2

            	
              (1)

            	
              (4)

            	
              M-2

            
	
              Class
                LT2-M3

            	
              (1)

            	
              (4)

            	
              M-3

            
	
              Class
                LT2-M4

            	
              (1)

            	
              (4)

            	
              M-4

            
	
              Class
                LT2-M5

            	
              (1)

            	
              (4)

            	
              M-5

            
	
              Class
                LT2-M6

            	
              (1)

            	
              (4)

            	
              M-6

            
	
              Class
                LT2-M7

            	
              (1)

            	
              (4)

            	
              M-7

            
	
              Class
                LT2-M8

            	
              (1)

            	
              (4)

            	
              M-8

            
	
              Class
                LT2-M9

            	
              (1)

            	
              (4)

            	
              M-9

            
	
              Class
                LT2-M10

            	
              (1)

            	
              (4)

            	
              M-10

            
	
              Class
                LT2-Q

            	
              (1)

            	
              (5)

            	
              N/A

            
	
              Class
                LT2-IO

            	
              (2)

            	
              (2)

            	
              N/A

            
	
              Class
                LT2-R

            	
              (3)

            	
              (3)

            	
              R

            


    

    ___________________________

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these Lower Tier Interests in REMIC 2 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 for any Distribution Date on which the Class LT2-IO Interest
                is
                entitled to a portion of the interest accruals on a Lower Tier Interest
                in
                REMIC 1 having an “F” in its class designation, as described in footnote
                two 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)

            	
              The
                Class LT2-IO 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 Class LT2-IO 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

            


    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Dates

            	
              REMIC
                

              1
                Class Designation

            
	
              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

            
	
              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

            
	
              2-45

            	
              Class
                LT1-F44

            


    

    
      	 	 	 


      	 	
              (3)

            	
              The
                Class LT2-R interest is the sole class of residual interests in REMIC
                2.
                It does not have an interest rate or a principal balance.
                

            


    

     

    
      	 	
              (4)

            	
              This
                Lower Tier Interest shall have an initial class principal amount
                equal to
                one-half of the initial Class Certificate Balance of its Corresponding
                Class of Certificates.

            


    

     

    
      	 	
              (5)

            	
              This
                Lower Tier Interest shall have an initial class principal amount
                equal to
                the excess of (i) the Pool Stated Principal Balance as of the Cut-off
                Date, over (ii) the aggregate initial class principal amount of each
                other
                regular interest in REMIC 2 (other than any interest-only Lower Tier
                Interest).

            


    

     

    On
      each
      Distribution Date, interest shall be distributed on the Lower Tier Interests
      in
      REMIC 2 based on the above-described interest rates; provided,
      however,
      that
      interest that accrues on the Class LT2-Q Interest shall be deferred in an amount
      equal to one-half of the increase, if any, in the Overcollateralization Amount
      for such Distribution Date. Any interest so deferred shall itself bear interest
      at the interest rate for the Class LT2-Q Interest. An amount equal to the
      interest so deferred shall be distributed as additional principal on the other
      Lower Tier Interests in REMIC 2 having a principal balance in the manner
      described under priority (a) below.

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date principal shall be distributed, and Realized Losses shall
      be
      allocated, among the Lower Tier Interests in REMIC 2 in the following order
      of
      priority:

     

    (a) First,
      to
      the Class LT2-I-A, Class LT2-II-A1, Class LT2-II-A2, Class LT2-II-A3, Class
      LT2-II-A4, Class LT2-M1, Class LT2-M2, Class LT2-M3, Class LT2-M4, Class
      LT2-M5, Class LT2-M6, Class LT2-M7, Class LT2-M8, Class LT2-M9, and Class
      LT2-M10 Interests until the principal balance of each such Lower Tier Interest
      equals one-half of the Class Certificate Balance of the Corresponding Class
      of
      Certificates for such interest immediately after such Distribution Date;
      and

     

    (b) Second,
      to the Class LT2-Q Interests, any remaining amounts.

     

    On
      each
      Distribution Date, the Securities Administrator shall be deemed to have
      distributed the Prepayment Charges passed through with respect to the Class
      LT1-F44 Lower Tier Interest in REMIC 1 on such Distribution Date to the Class
      LT2-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.

     

    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)

              	 	
                $195,515,000.00

              	 	
                Class I-A

              
	
                Class II-A-1

              	 	
                (2)

              	 	
                $180,356,000.00

              	 	
                Class II-A-1

              
	
                Class II-A-2

              	 	
                (3)

              	 	
                $33,480,000.00

              	 	
                Class II-A-2

              
	
                Class II-A-3

              	 	
                (4)

              	 	
                $87,647,000.00

              	 	
                Class II-A-3

              
	
                Class II-A-4

              	 	
                (5)

              	 	
                $27,822,000.00

              	 	
                Class II-A-4

              
	
                Class M-1

              	 	
                (6)

              	 	
                $29,797,000.00

              	 	
                Class M-1

              
	
                Class M-2

              	 	
                (6)

              	 	
                $23,390,000.00

              	 	
                Class M-2

              
	
                Class M-3

              	 	
                (6)

              	 	
                $6,728,000.00

              	 	
                Class M-3

              
	
                Class M-4

              	 	
                (6)

              	 	
                $7,690,000.00

              	 	
                Class M-4

              
	
                Class M-5

              	 	
                (6)

              	 	
                $7,049,000.00

              	 	
                Class M-5

              
	
                Class M-6

              	 	
                (6)

              	 	
                $4,806,000.00

              	 	
                Class M-6

              
	
                Class M-7

              	 	
                (6)

              	 	
                $7,049,000.00

              	 	
                Class M-7

              
	
                Class M-8

              	 	
                (6)

              	 	
                $5,126,000.00

              	 	
                Class M-8

              
	
                Class M-9

              	 	
                (6)

              	 	
                $6,408,000.00

              	 	
                Class M-9

              
	
                Class M-10

              	 	
                (6)

              	 	
                $7,690,000.00

              	 	
                Class M-10

              
	
                Class X

              	 	
                (7)

              	 	
                (7)

              	 	
                Class X

              
	
                Class R

              	 	
                (8)

              	 	
                (8)

              	 	
                Class R

              
	
                Class P

              	 	
                (9)

              	 	
                (9)

              	 	
                Class
                  P

              


      

    

     

    



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 2 Net Funds Cap; therefore, on any
                Distribution Date on which the Interest Rate for the Class I-A
                Certificates exceeds the REMIC 2 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 2 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 2 Net Funds Cap; therefore, on any
                Distribution Date on which the Interest Rate for the Class II-A-1
                Certificates exceeds the REMIC 2 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 2 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.

            


    

     

    
      	
              (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 2 Net Funds Cap; therefore, on any
                Distribution Date on which the Interest Rate for the Class II-A-2
                Certificates exceeds the REMIC 2 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 2 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.

            


    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


     

    
      	
              (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 2 Net Funds Cap; therefore, on any
                Distribution Date on which the Interest Rate for the Class II-A-3
                Certificates exceeds the REMIC 2 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 2 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 2 Net Funds Cap; therefore, on any
                Distribution Date on which the Interest Rate for the Class II-A-4
                Certificates exceeds the REMIC 2 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 2 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 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 2 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 2 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
                2 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.

            


    

     

    
      	
              (7)

            	
              For
                purposes of the REMIC Provisions, the Class X Interest shall have
                an
                initial principal balance of $10,252,547.75 (initial overcollateralization
                of $10,252,647.75 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 two 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 2, 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) (a) the weighted average of the interest rates on the
                Lower
                Tier Interests in REMIC 2 (other than any interest-only regular interest)
                minus (b) the Credit Risk Manager’s Fee Rate over (ii) the Adjusted Lower
                Tier WAC. The second notional component represents the right to receive
                all distributions in respect of the Class LT2-IO interest in REMIC
                2 (the
                “LT3-I” interest). 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) an
                interest in the notional principal contracts described in Section
                8.11
                hereof.

            


    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


     

    
      	
              (8)

            	
              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 and Class LT2-R Interests.

            


    

     

    
      	
              (9)

            	
              The
                Class P Certificate 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 Certificate shall represent
                a regular interest in the Upper Tier REMIC. The Class P Certificate
                will
                have a Class P Principal Amount of
                $100.

            


    

     

    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 ($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
                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.

            


    

     

    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.

            


    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    ERISA-Restricted

    
      	
                
                Trust Certificates

            	
              Any
                Offered Certificate and Class M-10 Certificate prior to the termination
                of
                the Cap Agreement and the Swap
                Agreement.

            


    

     

    
      	
              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.

            


    

     

    
      	
              LIBOR
                Certificates

            	
              Collectively,
                the Class A Certificates and the Class M
                Certificates.

            


    

     

    
      	
              Non-Delay
                Certificates

            	
              The
                Class A 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.

            


    

     

    
      	
              Rating
                Agencies

            	
              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).

     

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


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


     

    Account:
      Any of
      the Collection Account, the Distribution Account and any Escrow Account, and
      with respect to the Supplemental Interest Trust, the Excess Reserve Fund Account
      and the Supplemental Interest Trust Account. 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 Interest 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 LT2-I-A, LT2-II-A-1, LT2-II-A-2, LT2-II-A-3,
      LT2-II-A-4, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4, LT2-M-5, LT2-M-6, LT2-M-7,
      LT2-M-8, LT2-M-9, LT2-M-10 and LT2-Q Interests, weighted in proportion to their
      Class Certificate Balances as of the beginning of the related Interest Accrual
      Period and computed by subjecting the rate on the Class LT2-Q Interest to a
      cap
      of 0.00%, and by subjecting the rate on each of the Class LT2-I-A, LT2-II-A-1,
      LT2-II-A-2, LT2-II-A-3, LT2-II-A-4, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4, LT2-M-5,
      LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9 and LT2-M-10 Interests to a cap that
      corresponds to the Interest Rate (determined by substituting the REMIC 2 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.

     

    Adjustment
      Date:
      As to
      any Adjustable Rate Mortgage Loan, the first Due Date on which the related
      Mortgage Rate adjusts as set forth in the related Mortgage Note and each Due
      Date thereafter on which the Mortgage Rate adjusts as set forth in the related
      Mortgage Note.

     

    Advance:
      Any
      P&I Advance or Servicing Advance.

     

    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.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


     

    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 Account 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 Servicer
      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 Servicer 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 Servicer during the related Prepayment
      Period together with all Compensating Interest paid by the Servicer 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 the Originator 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
      the Servicer, the Depositor, the Master Servicer, the Credit Risk Manager,
      the
      Securities Administrator or the Trustee are entitled to be paid or reimbursed
      pursuant to this Agreement.

     

    Back-up
      Sarbanes-Oxley Certification:
      As
      defined in Section 3.24.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


     

    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. 

     

    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 for such Distribution
      Date and (ii) the Class X Distributable Amount (prior to any reduction
      for Basis Risk Payments).

     

    Best’s:
      Best’s
      Key Rating Guide, as the same shall be amended from time to time.

     

    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 the 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.

     

    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
      Trustee on behalf of the Supplemental Interest Trust and the Cap Counterparty,
      dated July 3, 2007, which agreement provides for the monthly payment specified
      to the Supplemental Interest Trust (for the benefit of Certificateholders)
      commencing with the Distribution Date in January 2008 and ending on the
      Distribution Date in July 2014, 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.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


     

    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
      Credit Suisse International.

     

    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 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. 

     

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

     

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


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


     

    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 3.24.

     

    Certifying
      Person:
      As
      defined in Section 3.24.

     

    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”.

     

    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 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 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.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


     

    Class
      I Shortfalls:
      As
      defined in Section 8.11 hereof. For
      purposes of clarity, the 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 LT4-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.

     

    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 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) 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

            	 	
              73.10%

            
	
              M-2

            	 	
              80.40%

            
	
              M-3

            	 	
              82.50%

            
	
              M-4

            	 	
              84.90%

            
	
              M-5

            	 	
              87.10%

            
	
              M-6

            	 	
              88.60%

            
	
              M-7

            	 	
              90.80%

            
	
              M-8

            	 	
              92.40%

            
	
              M-9

            	 	
              94.40%

            
	
              M-10

            	 	
              96.80%

            


    

     

    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.

    



    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    


     

    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”.

     

    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:
      Not
      applicable.

     

    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 $10,252,647.75 less $100
      (which $100 shall be 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.


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    


     

    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 2 as specified in the
      Preliminary Statement hereto.

     

    Closing
      Date:
      July 3,
      2007.

     

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

     

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

     

    Collection
      Account:
      As
      defined in Section 3.10(a).


     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      For any
      Distribution Date, the aggregate amount of the Servicing Fee actually retained
      by or paid to the 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 Wells Fargo Center, Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      Services -HASCO 2007-WF1, and (ii) for all other purposes, 9062 Old Annapolis
      Road, Columbia, Maryland 21045, Attention: Client Manager - HASCO 2007-WF1
      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 -
      HB07F1, 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
      described in the Preliminary Statement.

     

    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 principal 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.


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


     

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

     

    Credit
      Risk Management Agreement:
      Each of
      the loan performance management agreements, dated as of the Closing Date,
      entered into by (i) Wells Fargo Bank, N.A., as Servicer and the Credit Risk
      Manager, and (ii) the Master 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 Distribution 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
      July 3, 2007, between the Supplemental Interest Trust Trustee, 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:

     

    



    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date Occurring In:

            	 	
              Loss
                Percentage:

            
	
              July
                2009 through June 2010 

            	 	
              1.05%
                for the first month, plus an additional 1/12th of 

              1.30%
                for each month thereafter 

            
	
              July
                2010 through June 2011 

            	 	
              2.35%
                for the first month, plus an additional 1/12th of 

              1.35%
                for each month thereafter 

            
	
              July
                2011 through June 2012 

            	 	
              3.70%
                for the first month, plus an additional 1/12th of 

              1.10%
                for each month thereafter 

            
	
              July
                2012 through June 2013

            	 	
              4.80%
                for the first month, plus an additional 1/12th of 

              0.65%
                for each month thereafter 

            
	
              July
                2013 through June 2014

            	 	
              5.45%
                for the first month, plus an additional 1/12th of 

              0.05%
                for each month thereafter 

            
	
              July
                2014 and thereafter

            	 	
              5.50%
                

            


    

     

    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:
      June 1,
      2007.

     

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

     

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

     

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


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


     

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

     

    Deleted
      Mortgage Loan:
      As
      defined in Section 2.03.

     

    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
      (including Mortgage Loans that have been modified within the last 12 months)
      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
      (for the purpose of this definition, the Credit Enhancement Percentage for
      each
      class of the Class M Certificates will be calculated by dividing (x) the sum
      of
      (i) the aggregate Class Certificate Balance of the Class M Certificates with
      a
      lower payment priority than that Class and (ii) the Overcollateralization Amount
      (in each case after taking into account distributions of principal for that
      Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage
      Loans for that Distribution Date) as
      set
      forth below for the most senior Class of LIBOR Certificates then
      outstanding:

    


    
      	
              Class

            	
              Percentage

            
	
              A

            	
              42.37%

            
	
              M-1

            	
              55.92%

            
	
              M-2

            	
              76.74%

            
	
              M-3

            	
              85.95%

            
	
              M-4

            	
              99.61%

            
	
              M-5

            	
              118.44%

            
	
              M-6

            	
              131.94%

            
	
              M-7

            	
              163.49%

            
	
              M-8

            	
              197.91%

            
	
              M-9

            	
              268.60%

            
	
              M-10

            	
              470.04%

            


    

     

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

     

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


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


     

    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.

     

    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 Remittance Date, the Business Day immediately preceding such
      Remittance Date.

     

    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 3.07(d) in the name of the Securities Administrator as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “Wells Fargo Bank, N.A. as securities administrator in trust for
      registered holders of HSI Asset Securitization Corporation Trust 2007-WF1
      Mortgage Pass-Through Certificates, Series 2007-WF1”. Funds in the
      Distribution Account shall be held in trust for the Certificateholders for
      the
      uses and purposes set forth in this Agreement.

     

    Distribution
      Account Deposit Date:
      As to
      any Distribution Date, 12:00 noon New York City time on the third Business
      Day
      immediately preceding such Distribution Date.


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


     

    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 July 2007.

     

    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.

     

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

     

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

     

    Eligible
      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
      Servicer 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. Upon the loss
      of a required rating, the amounts shall be transferred immediately (and in
      any
      case within 30 calendar days) to accounts which have a required
      rating.

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption (“PTE”) 96-84,
      61 Fed. Reg. 58234 (1996), as amended by PTE 97-34, 62 Fed. Reg. 39021
      (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) 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.


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    


     

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

     

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

     

    Escrow
      Account:
      The
      Eligible Account or Accounts established and maintained by the Servicer pursuant
      to Section 3.09.

     

    Escrow
      Payments:
      As
      defined in Section 3.09.

     

    Event
      of Default:
      As
      defined in Section 7.01.

     

    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.

     

    Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      under the Supplemental Interest Trust pursuant to Sections 3.07(b) and
      3.07(c) in the name of the Securities Administrator as paying agent for the
      benefit of the LIBOR Certificateholders and the Class X Certificateholders
      and
      designated “Wells Fargo Bank, N.A. as paying agent in trust for registered
      holders of HSI Asset Securitization Corporation Trust 2007-WF1, Mortgage
      Pass-Through Certificates, Series 2007-WF1”. 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
      Fees:
      As to
      each Mortgage Loan and any Distribution Date, the Servicing Fee.

     

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

     

    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.


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    


     

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

     

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

     

    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 Originator or the Sponsor as
      contemplated by this Agreement or the Purchase Agreement, as applicable), a
      determination made by the 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. The Servicer shall
      maintain records, prepared by a Servicing Officer, of each Final Recovery
      Determination made thereby.

     

    Final
      Scheduled Distribution Date:
      The
      Final Scheduled Distribution Date for each Class of Certificates is the
      Distribution Date occurring in May 2037. 

     

    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(c) 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 2007-WF1), 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).

     

    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 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, 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.


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    


     

    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) 63.80% 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.

     

    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 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, 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) 63.80% 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.


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


     

    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

     

    (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.


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


     

    Index:
      As to
      each Adjustable Rate Mortgage Loan, the six-month LIBOR index or one-year CMT
      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.

     

    Initial
      Sale Date:
      The
      date the Mortgage Loan was purchased by the Sponsor from the Originator under
      the Seller’s Warranties and Servicing Agreement.

     

    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 each Class of Lower Tier Interests and any
      Distribution Date, the calendar month immediately preceding the month in which
      such Distribution Date occurs. 

     

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and any Class of LIBOR Certificates, the sum, if
      applicable, of (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, 0.160%;
      Class II-A-1 Certificates, 0.060%; Class II-A-2 Certificates, 0.130%;
      Class II-A-3 Certificates, 0.170%; Class II-A-4 Certificates, 0.250%;
      Class M-1 Certificates, 0.250%; Class M-2 Certificates, 0.270%;
      Class M-3 Certificates, 0.300%; Class M-4 Certificates, 0.360%;
      Class M-5 Certificates, 0.420%; Class M-6 Certificates, 0.700%,
      Class M-7 Certificates, 1.580%, Class M-8 Certificates, 2.000%,
      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, 0.320%; Class II-A-1 Certificates, 0.120%; Class II-A-2
      Certificates, 0.260%; Class II-A-3 Certificates, 0.340%; Class II-A-4
      Certificates, 0.500%; Class M-1 Certificates, 0.375%; Class M-2
      Certificates, 0.405%; Class M-3 Certificates, 0.450%; Class M-4
      Certificates, 0.540%; Class M-5 Certificates, 0.630%; Class M-6
      Certificates, 1.050%, Class M-7 Certificates, 2.370%, Class M-8
      Certificates, 3.000%, Class M-9 Certificates, 3.000% and Class M-10
      Certificates, 3.000%.


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


     

    Interest
      Payment Amount:
      With
      respect to any Distribution Date for each Class of LIBOR Certificates, the
      amount of interest accrued during the related Interest Accrual Period at the
      applicable Interest Rate on the related Class Certificate Balance
      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, 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.

     

    Investment
      Account:
      As
      defined in Section 3.12(a).

     

    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 rate
      determined by the Securities Administrator on the related LIBOR Determination
      Date on the basis of the offered rate for one-month U.S. dollar deposits as
      such
      rate appears on Reuters screen “LIBOR01” as of 11:00 a.m. (London time) on
      such date; provided,
      that if
      such rate does not appear on Reuters screen “LIBOR01”, the rate for such date
      will be determined on the basis of the rates at which one-month U.S. dollar
      deposits are offered by the Reference Banks at approximately 11:00 a.m.
      (London time) on such date to prime banks in the London interbank market. In
      such event, the Securities Administrator shall request the principal London
      office of each of the Reference Banks to provide a quotation of its rate. If
      at
      least two such quotations are provided, the rate for that date will be the
      arithmetic mean of the quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16%). If fewer than two quotations are provided as
      requested, the rate for that date will be the arithmetic mean of the rates
      quoted by major banks in New York City, selected by the Securities Administrator
      (after consultation with the Depositor), at approximately 11:00 a.m. (New
      York City time) on such date for one-month U.S. dollar loans to leading European
      banks.


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


     

    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 the Servicer has certified to the Securities
      Administrator that it has received all amounts it expects to receive in
      connection with the liquidation of such Mortgage Loan including the final
      disposition of an REO Property.

     

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

     

    Loan
      Group: The Group I Mortgage Loans 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 Master Agreement, dated July 3, 2007, entered into between the Supplemental
      Interest Trust Trustee, on behalf of the Supplemental Interest Trust and the
      Derivative Counterparty.

     

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


     

    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 2007-WF1), or such
      other address as Moody’s may hereafter furnish to the Depositor and the
      Securities Administrator.

     

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

     

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

     

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

     

    Mortgage
      Loan Schedule:
      A
      schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee
      on the Closing Date and referred to in Exhibit Q, 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.


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


     

    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 Supplemental Interest Trust Trustee. 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.

     

    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.


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


     

    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 Servicer, the Master Servicer,
      as
      successor servicer, or any successor master servicer including the Trustee,
      as
      applicable, will not or, in the case of a proposed P&I Advance, would not be
      ultimately recoverable from related Late Collections on such Mortgage Loan
      or
      REO Property as provided herein.

     

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

     

    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:
      A
      certificate signed by an officer of the Servicer or the Master Servicer, as
      applicable, with responsibility for the servicing of the Mortgage
      Loans.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, which may be in-house or outside counsel to the
      Servicer, the Subservicer, the Depositor, the Sponsor, the Master Servicer,
      the
      Securities Administrator or the Trustee, acceptable to the Trustee or the
      Securities Administrator, as applicable (and/or such other Persons as may be
      set
      forth herein), 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:
      With
      respect to any Optional Termination Date, the right of the Master Servicer
      at
      its own option to purchase the Mortgage Loans.

     

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

     

    Originator:
      Wells
      Fargo and its successors in interest.

     

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


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


     

    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.

     

    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 all payments
      of principal 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 1.60% 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) 3.20% 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.


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


     

    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 the Servicer in respect
      of any Remittance Date representing the aggregate of all payments of principal
      and interest, net of the 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
      Section 4.01.

     

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

     

    Permitted
      Investments:
      Any one
      or more of the following obligations or securities acquired at a purchase price
      of not greater than par, regardless of whether issued by the Servicer, 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;


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


     

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

     

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

     

    provided,
      however,
      that no
      instrument described hereunder shall evidence either the right to receive
      (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from
      obligations underlying such instrument and the interest and principal payments
      with respect to such instrument provide a yield to maturity at par greater
      than
      120.00% of the yield to maturity at par of the underlying
      obligations.

     

    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.


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    


     

    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 the 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 Shortfall:
      With
      respect to any Distribution Date, the sum of, for each Mortgage Loan that was,
      during the portion of the related Prepayment Period from the first day of such
      Prepayment Period through the last day of the month preceding the month in
      which
      such Distribution Date occurs, the subject of a Principal Prepayment which
      is
      not accompanied by an amount equal to one month of interest that would have
      been
      due on such Mortgage Loan on the Due Date that occurs during such Prepayment
      Period and which was applied by the Servicer to reduce the outstanding principal
      balance of such Mortgage Loan on a date preceding such Due Date, an amount
      equal
      to the product of (a) the Mortgage Rate net of the Servicing Fee Rate for
      such Mortgage Loan, (b) the amount of the Principal Prepayment for such
      Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the
      date on which such Principal Prepayment was applied and ending on the last
      day
      of the calendar month in which the related Prepayment Period
      begins.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and any Principal Prepayments, the calendar
      month preceding the month in which such Distribution Date occurs.

     

    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 Originator,
      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 Servicer on or prior to the related Determination
      Date or advanced by the Servicer 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 Servicer during the related Prepayment
      Period; (iv) the portion of the Repurchase Price allocable to principal
      with respect to each Mortgage Loan repurchased by the Originator or the Sponsor,
      as the case may be, that was repurchased on or prior to the related
      Determination Date; (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).


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Private
      Placement Memorandum:
      The
      Private Placement Memorandum, dated July 2, 2007, relating to the offering
      of
      the Class M-10 Certificates.

     

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

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement, dated July 2, 2007, relating to the Offered
      Certificates.

     

    PTCE:
      As
      defined in Section 5.02(b).

     

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

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If such organization
      or a successor is no longer in existence, “Rating Agency” shall be such
      nationally recognized statistical rating organization, or other comparable
      Person, as is designated by the Depositor, notice of which designation shall
      be
      given to the Trustee and the Securities Administrator. References herein to
      a
      given rating or rating category of a Rating Agency shall mean such rating
      category without giving effect to any modifiers. For purposes of
      Section 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 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 a Certificate
      issued in definitive form), the close of business on the Business Day
      immediately preceding such Distribution Date; provided,
      however,
      that,
      for any Certificate issued in definitive form, 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).


    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    


     

    Reference
      Bank:
      As
      defined in Section 4.04.

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,631 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    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 the
      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
      2 Net Funds Cap:
      For any
      Distribution Date (and the related Interest Accrual Period) and any Class of
      Certificates, an amount equal to (i) the weighted average of the interest rates
      on the Lower Tier Interests in REMIC 2 (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, in the case of
      a
      LIBOR Certificate, by (ii) the quotient of (a) 30, divided by (b) the actual
      number of days in the Interest Accrual Period.

     

    REMIC
      3:
      As
      described in the Preliminary Statement.

     

    



    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    


     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of
      Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
      promulgated thereunder, as the foregoing may be in effect from time to time
      as
      well as provisions of applicable state laws.

     

    Remittance
      Date:
      With
      respect to any Distribution Date, the 18th
      day of
      the month in which such Distribution Date occurs, or, if the 18th
      is not a
      Business Day, the immediately succeeding Business Day. 

     

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

     

    REO
      Imputed Interest:
      As to
      any REO Property, for any period, an amount equivalent to interest (at the
      Mortgage Rate net of the applicable Servicing Fee Rate that would have been
      applicable to the related Mortgage Loan had it been outstanding) on the unpaid
      principal balance of the Mortgage Loan as of the date of acquisition thereof
      (as
      such balance is reduced pursuant to Section 3.17 by any income from the REO
      Property treated as a recovery of principal).

     

    REO
      Mortgage Loan:
      A
      Mortgage Loan where title to the related Mortgaged Property has been obtained
      by
      the Servicer in the name of the Trustee on behalf of the
      Certificateholders.

     

    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
Stated
      Principal Balance
      of such
      Mortgage Loan as of the date of repurchase, (ii) interest on such Stated
      Principal Balance of such Mortgage Loan at the Mortgage Rate, net, in the case
      of repurchase by the Originator only, of the Servicing Fee 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 Servicer or Trustee arising out of the Master Servicer’s, the
      Servicer’s or Trustee’s enforcement of the Originator’s or Sponsor’s repurchase
      obligation hereunder. 

     

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

     

    Residual
      Certificates:
      As
      specified in the Preliminary Statement.


    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    


     

    Responsible
      Officer:
      When
      used with respect to the Trustee, the Securities Administrator, 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.

     

    Reuters
      screen “LIBOR01:
      The
      display page currently so designated by the BBA (or such other page as may
      replace that page on that service for displaying comparable rates or
      prices) for the offered rates for U.S. dollar deposits of one month maturity,
      as
      such rates appear as of 11:00 a.m. (London time) on such LIBOR Determination
      Date.

     

    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).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act, and (ii) Exchange Act Rules 13a-14(d) and
      15d-14(d), as in effect from time to time; provided that if, after the Closing
      Date (a) the Sarbanes-Oxley Act is amended, (b) the Rules referred to in clause
      (ii) are modified or superseded by any subsequent statement, rule or regulation
      of the Commission or any statement of a division thereof, or (c) any future
      releases, rules and regulations are published by the Commission from time to
      time pursuant to the Sarbanes-Oxley Act, which in any such case affects the
      form
      or substance of the required certification and results in the required
      certification being, in the reasonable judgment of the Master Servicer,
      materially more onerous that then form of the required certification as of
      the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer and the Depositor following a negotiation in good faith to
      determine how to comply with any such new requirements.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan which, unless otherwise
      specified herein, shall give effect to any related Debt Service Reduction and
      any Deficient Valuation that affects the amount of the monthly payment due
      on
      such Mortgage Loan.

     

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

     

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


    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    


     

    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. 

     

    Seller’s
      Warranties and Servicing Agreement:
      The
      Seller’s Warranties and Servicing Agreement between the Sponsor, as purchaser of
      the Mortgage Loans, and Wells Fargo, as Seller, dated as of April 1,
      2007.

     

    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:
      Wells
      Fargo, and any successor in interest.

     

    Servicer
      Remittance Report:
      As
      defined in Section 4.03(d).

     

    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 Servicer 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 legal fees and
      expenses) incurred by the Servicer in the performance of its servicing
      obligations in connection with a default, delinquency or other unanticipated
      event, including, but not limited to, the cost of (i) the maintenance,
      preservation, restoration, inspection and protection of a Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures and
      litigation, in respect of a particular Mortgage Loan, (iii) the management
      (including reasonable fees in connection therewith) and liquidation of any
      REO
      Property and (iv) the performance of its obligations under
      Sections 3.01, 3.09, 3.13 and 3.15. The Servicing Advances shall also
      include any reasonable “out-of-pocket” costs and expenses (including reasonable
      legal fees and expenses) incurred by the Servicer in connection with executing
      and recording instruments of satisfaction, deeds of reconveyance or Assignments
      of Mortgage in connection with any satisfaction or foreclosure in respect of
      any
      Mortgage Loan to the extent not recovered from the Mortgagor or otherwise
      payable under this Agreement and obtaining or correcting any legal documentation
      required to be included in the Mortgage File and necessary for the Servicer
      to
      perform its obligations under this Agreement. The Servicer shall not be required
      to make any Nonrecoverable Servicing Advances.

     

    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 Mortgage Loan and for any calendar month, an amount equal to
      one
      month’s interest (or in the event of any payment of interest which accompanies a
      Principal Prepayment made by the Mortgagor during such calendar month, interest
      for the number of days covered by such payment of interest) at the applicable
      Servicing Fee Rate on the applicable Stated Principal Balance of such Mortgage
      Loan as of the first day of such calendar month. Such fee shall be payable
      monthly, and shall be prorated for any portion of a month during which the
      Mortgage Loan is serviced by the Servicer under this Agreement. The Servicing
      Fee is payable solely from the interest portion (including recoveries with
      respect to interest from Liquidation Proceeds, Subsequent Recoveries, Insurance
      Proceeds, Condemnation Proceeds and proceeds received with respect to
      REO Properties) of such Scheduled Payment collected by the Servicer, or as
      otherwise provided under Section 3.11.


    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    


     

    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan, 0.500% per annum.

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Servicer consisting
      of
      originals or copies of all documents in the Mortgage File which are not
      delivered to the Custodian on behalf of the Trustee in the Custodial File and
      copies of the Mortgage Loan Documents set forth in Exhibit K
      hereto.

     

    Servicing
      Function Participant:
      Any
      Sub-Servicer or Subcontractor of the Servicer, the Master Servicer, the
      Custodian or the Securities Administrator, respectively, that is “participating
      in the servicing function” within the meaning of Item 1122 of Regulation
      AB.

     

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

     

    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(c) the address
      for notices to Standard & Poor’s shall be Standard & Poor’s,
      55 Water Street, New York, New York 10041, Attention: Residential Mortgage
      Surveillance Group - HASCO (HSI Asset Securitization Corporation Trust),
      Series 2007-WF1, 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.

     

    Startup
      Day:
      The
      Closing Date.


    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    


     

    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
      Servicer on or prior to the related Determination Date or advanced by the
      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 July 2010 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 36.20%.

     

    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 the Servicer (or a Sub-Servicer of the 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.

     

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

     

    Subservicing
      Account:
      As
      defined in Section 3.08.

     

    Subservicing
      Agreement:
      As
      defined in Section 3.02(a).


    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    


     

    Substitute
      Mortgage Loan:
      A
      Mortgage Loan substituted by the Originator or the Sponsor for a Deleted
      Mortgage Loan which must, 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) comply with each
      representation and warranty set forth in Section 2.03.

     

    Substitution
      Adjustment Amount:  As
      defined in Section 2.03.

     

    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)(H), the Class LT3-I Interest in REMIC 3 and the right
      to
      receive Class I Shortfalls.

     

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

     

    Supplemental
      Interest Trust Trustee:
      The
      trustee of the Supplemental Interest Trust appointed pursuant to Section
      4.06(a), which is initially Wells Fargo.

     

    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
      Trustee, on behalf of the Supplemental Interest Trust and the Swap Counterparty,
      dated July 3, 2007, 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 August 2007 and ending on the Distribution Date in
      March 2011, 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
      Credit Suisse International.

     

    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.


    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    


     

    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.

     

    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.

     

    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 received by the Servicer on or prior to the
      related Determination Date or advanced by the Servicer 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 (C)
      on such Distribution Date.


    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    


     

    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).

     

    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 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; (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) and PTE 2007-5, 72 Fed. Reg. 13130
      (2007), 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.

     

    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.


    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    


    

       

      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 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. 

       

      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
        Supplemental Interest Trust Trustee) 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 Servicer, the Originator,
        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
        Supplemental Interest Trust Trustee 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.


      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

        

      


       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Trustee all of its rights and interest under the Purchase
        Agreement, including the right to enforce the Sponsor’s obligation to repurchase
        or substitute defective Mortgage Loans under Section 5 of the Purchase
        Agreement. The Trustee hereby accepts such assignment, and as set forth herein
        in Section 2.03(k), 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 Originator 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 Originator, 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;

       

      (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 Originator, 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 Originator; 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;


      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      


       

      (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.

       

      To
        the
        extent not previously delivered to the Sponsor pursuant to the Seller’s
        Warranties and Servicing Agreement, the Originator shall promptly upon receipt
        from the respective recording office cause to be delivered to the Custodian
        the
        original recorded document described in clauses (iv) and
        (vi) above.

       

      From
        time
        to time, the Originator, the Depositor or the 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 upon receipt of such
        documents. All such mortgage documents held by the Custodian as to each Mortgage
        Loan shall constitute the “Custodial
        File”.


      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

      


       

      To
        the
        extent not previously delivered to the Sponsor pursuant to the Seller’s
        Warranties and Servicing Agreement, on or prior to the Closing Date, the
        Originator shall deliver to the Custodian Assignments of Mortgages, in blank,
        for each Mortgage Loan. No later than thirty (30) Business Days following
        the
        later of the Closing Date and the date of receipt by the Servicer of the
        complete recording information for a Mortgage, the Servicer shall promptly
        submit or cause to be submitted for recording, at the expense of the Originator
        and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor,
        in the appropriate public office for real property records, each Assignment
        of
        Mortgage referred to in Section 2.01(b)(ii). Notwithstanding the foregoing,
        however, for administrative convenience and facilitation of servicing and
        to
        reduce closing costs, the 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 Originator, at the expense of the Originator,
        to “Deutsche Bank National Trust Company, as trustee under the Pooling and
        Servicing Agreement dated as of June 1, 2007, for HSI Asset Securitization
        Corporation Trust 2007-WF1”. In the event that any such Assignment of Mortgage
        is lost or returned unrecorded because of a defect therein, the Originator
        shall
        promptly cause to be delivered a substitute Assignment of Mortgage to cure
        such
        defect and thereafter cause each such assignment to be duly recorded at no
        expense to the Trust Fund.

       

      In
        the
        event that such original or copy of any document submitted for recordation
        to
        the appropriate public recording office is not so delivered to the Custodian
        within 180 days (or such other time period as may be required by any Rating
        Agency) following the Closing Date, and in the event that the Originator
        does
        not cure such failure within 30 days of discovery or receipt of written
        notification of such failure from the Depositor, the related Mortgage Loan
        shall, upon the request of the Depositor, be repurchased by the Originator
        at
        the price and in the manner specified in Section 2.03. The foregoing
        repurchase obligation shall not apply in the event that the Originator cannot
        deliver such original or copy of any document submitted for recordation to
        the
        appropriate public recording office within the specified period due to a
        delay
        caused by the recording office in the applicable jurisdiction; provided,
        that
        the Originator shall instead deliver a recording receipt of such recording
        office or, if such recording receipt is not available, an officer’s certificate
        of an officer of the Originator, confirming that such document has been accepted
        for recording.

       

      Notwithstanding
        anything to the contrary contained in this Section 2.01, in those instances
        where the public recording office retains or loses the original Mortgage
        or
        assignment after it has been recorded, the obligations of the Originator
        shall
        be deemed to have been satisfied upon delivery by the Originator to the
        Custodian, prior to the Closing Date of a copy of such Mortgage or assignment,
        as the case may be, certified (such certification to be an original thereof)
        by
        the public recording office to be a true and complete copy of the recorded
        original thereof.

       

      (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 2007-WF1”
and Deutsche Bank National Trust Company is hereby appointed as Trustee and
        Wells Fargo Bank, N.A. 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 Exhibit Q
        hereto.

      
        


        
          
            
              
              

            

            
              -52-

              
                

              

            

            
              
              

            

          

        

        


         

        (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, the Servicer 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.

         

        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 Originator,
          the
          Servicer, 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 Mortgage
          Loan
          identifying number, the state and five-digit ZIP code of the Mortgaged
          Property
          and the original principal balance of the 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.
          The
          Servicer shall promptly deliver to the Custodian, upon the execution or
          receipt
          thereof, the originals of such other documents or instruments constituting
          the
          Custodial File as come into the possession of the Servicer from time to
          time.

        


        
          
            
              
              

            

            
              -53-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          2.03 Representations,
          Warranties and Covenants of the Originator and the Servicer; Remedies for
          Breaches of Representations and Warranties with Respect to the Mortgage
          Loans. (a)  Wells Fargo, in its capacity as Servicer, makes the
          representations and warranties set forth in Section 3.01 of the Seller’s
          Warranties and Servicing Agreement attached as Exhibit Q hereto, to the
          Depositor, the Master Servicer, the Securities Administrator and the Trustee
          as
          of the Closing Date.

         

        (b) Wells
          Fargo, in its capacity as Originator, makes the representations and warranties
          set forth in (1) Section 3.01 of the Seller’s Warranties and Servicing Agreement
          attached as Exhibit Q hereto as of the Closing Date and (2) Section 3.02
          of the
          Seller’s Warranties and Servicing Agreement attached as Exhibit Q hereto as of
          the Initial Sale Date, to the Depositor, the Master Servicer, the Securities
          Administrator and the Trustee as of the date specified therein.

         

        (c) It
          is
          understood and agreed by the Servicer and the Originator that the
          representations and warranties set forth in this Section 2.03 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 Depositor, the Trustee
          and
          the Trust Fund notwithstanding any restrictive or qualified endorsement
          on any
          Mortgage Note or Assignment of Mortgage or the examination or failure to
          examine
          any Mortgage File. Upon discovery by the Originator, the Depositor, the
          Securities Administrator, the Trustee, the Master Servicer or the Servicer
          of a
          breach of any of the foregoing representations and warranties, the party
          discovering such breach shall give prompt written notice to the
          others.

         

        (d) Within
          30 days of the earlier of either discovery by or notice to the Originator
          that any Mortgage Loan does not conform to the requirements as determined
          in the
          Custodian’s review of the related Custodial File or within 60 days of the
          earlier of either discovery by or notice to the Originator of any breach
          of a
          representation or warranty referred to in Section 2.03(b) that materially
          and adversely affects the value of any Mortgage Loan or the interest of
          the
          Trustee or the Certificateholders therein, the Originator shall use its
          best
          efforts to cause to be remedied a material defect in a document constituting
          part of a Mortgage File or promptly to cure such breach in all material
          respects
          and, if such defect or breach cannot be remedied, the Originator shall,
          at the
          Depositor’s option as specified in writing and provided to the Originator and
          the Trustee, (i) if such 30- or 60-day period, as applicable, expires prior
          to the second anniversary of the Closing Date, remove such Mortgage Loan
          (a
“Deleted
          Mortgage Loan”)
          from
          the Trust Fund and substitute in its place a Substitute Mortgage Loan,
          in the
          manner and subject to the 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. Notwithstanding
          the
          foregoing, a breach (i) that causes a Mortgage Loan not to constitute a
          “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
          or (ii) of any of the representations and warranties set forth in items
          (i),
          (oo), (qq), (ss), (vv) and (yy) of Section 3.02 of the Seller’s Warranties and
          Servicing Agreement attached as Exhibit Q hereto with respect to any Mortgage
          Loan will be deemed automatically to materially and adversely affect the
          value
          of such Mortgage Loan and the interests of the Trustee and Certificateholders
          in
          such Mortgage Loan, thus requiring the repurchase or substitution of such
          Mortgage Loan by the Originator. In the event that a Responsible Officer
          of the
          Trustee receives notice of a breach by the Originator of any of the
          representations and warranties described in the immediately preceding sentence,
          the Trustee shall give notice of such breach to the Originator and request
          the
          Originator to substitute such Mortgage Loan or to repurchase such Mortgage
          Loan
          at the Repurchase Price within sixty (60) days of the receipt of such
          notice. The Originator shall repurchase each such Mortgage Loan within
          60 days of the earlier of discovery or receipt of notice with respect to
          each such Mortgage Loan.

        


        
          
            
              
              

            

            
              -54-

              
                

              

            

            
              
              

            

          

        

        


         

        (e) With
          respect to any Substitute Mortgage Loan or Loans, the Originator shall
          deliver
          to the Custodian for the benefit of the Certificateholders the Mortgage
          Note,
          the Mortgage, the related assignment of the Mortgage, and such other documents
          and agreements as are required by Section 2.01, with the Mortgage Note
          endorsed and the Mortgage assigned as required by Section 2.01. No
          substitution is permitted to be made with respect to any Distribution Date
          after
          the end of the related Prepayment Period. Scheduled Payments due with respect
          to
          Substitute Mortgage Loans in the Due Period of substitution shall not be
          part of
          the Trust Fund and will be retained by the Originator on the next succeeding
          Distribution Date. For the Due Period of substitution, distributions to
          Certificateholders will include the Scheduled Payment due on any Deleted
          Mortgage Loan for such Due Period and thereafter the Originator shall be
          entitled to retain all amounts received in respect of such Deleted Mortgage
          Loan.

         

        (f) Upon
          removal of such Deleted Mortgage Loan and the substitution of the Substitute
          Mortgage Loan or Loans, the Substitute Mortgage Loan or Loans shall be
          subject
          to the terms of this Agreement in all respects, and the Originator shall
          be
          deemed to have made with respect to such Substitute Mortgage Loan or Loans,
          as
          of the date of substitution, the representations and warranties made pursuant
          to
          Section 2.03(b) with respect to such Mortgage Loan. Upon any such
          substitution and the deposit to the Collection Account of the amount required
          to
          be deposited therein in connection with such substitution as described
          in the
          following paragraph, the Custodian shall release the Mortgage File held
          for the
          benefit of the Certificateholders relating to such Deleted Mortgage Loan
          to the
          Originator 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(f) have been deposited in the Collection Account, shall execute and
          deliver
          at the Originator’s direction such instruments of transfer or assignment
          prepared by the Originator in each case without recourse, as shall be necessary
          to vest title in the Originator of the Trustee’s interest in any Deleted
          Mortgage Loan substituted for pursuant to this Section 2.03.

         

        (g) For
          any
          month in which the Originator substitutes one or more Substitute Mortgage
          Loans
          for one or more Deleted Mortgage Loans, the Servicer will determine the
          amount
          (if any) by which the aggregate unpaid principal balance of all such Substitute
          Mortgage Loans as of the date of substitution is less than the aggregate
          unpaid
          principal balance of all such Deleted Mortgage Loans. The amount of such
          shortage plus an amount equal to the aggregate of any unreimbursed Advances
          with
          respect to such Deleted Mortgage Loans (collectively, the “Substitution
          Adjustment Amount”)
          shall
          be remitted by the Originator to the Servicer for deposit into the Collection
          Account on or before the Remittance Date for the Distribution Date in the
          month
          succeeding the calendar month during which the related Mortgage Loan became
          required to be purchased or replaced hereunder.

        


        
          
            
              
              

            

            
              -55-

              
                

              

            

            
              
              

            

          

        

        


         

        (h) In
          addition to the repurchase or substitution obligations referred to in
          Section 2.03(d) above and Section 2.03 (k) below, the Originator or
          the Sponsor, as applicable, shall indemnify the Depositor, any of its
          Affiliates, the Master Servicer, the 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 Originator or the Sponsor, as applicable, of any
          of its
          representations and warranties or obligations contained in this
          Agreement.

         

        (i) The
          Servicer shall amend the Mortgage Loan Schedule for the benefit of the
          Certificateholders to reflect the removal of such Deleted Mortgage Loan
          and the
          substitution of the Substitute Mortgage Loan or Loans and the Servicer
          shall
          deliver the amended Mortgage Loan Schedule to the Trustee, the Custodian,
          the
          Master Servicer and the Securities Administrator.

         

        (j) In
          the
          event that a Mortgage Loan shall have been repurchased pursuant to this
          Agreement or the Purchase Agreement, the proceeds from such repurchase
          shall be
          deposited by the Servicer in the Collection Account pursuant to
          Section 3.10 on or before the Remittance Date for the Distribution Date in
          the month following the month during which the Originator or Sponsor became
          obligated to repurchase or replace such Mortgage Loan and upon such deposit
          of
          the Repurchase Price, and receipt of a Request for Release in the form
          of
          Exhibit J hereto, the Custodian shall release the related Custodial File
          held for the benefit of the Certificateholders to the Originator or the
          Sponsor,
          as applicable, as directed by the 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, the Securities
          Administrator shall promptly notify each Rating Agency of a purchase of
          a
          Mortgage Loan pursuant to this Section 2.03.

         

        It
          is
          understood and agreed that the obligation of the Originator 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 Originator set forth in
          Section 2.03(h), shall constitute the sole remedies against such Person
          respecting such breach available to Certificateholders, the Depositor and
          any of
          its Affiliates, or the Trustee on their behalf.

         

        (k) 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 the Originator 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 the 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 that apply to repurchases or substitutions
          of Mortgage Loans by the Originator 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. In the event
          of any
          such repurchase or substitution of a Mortgage Loan by the Sponsor, the
          procedures set forth in Sections 2.03(e), (f), (g), (h), (i) and (j) shall
          apply
          to the Sponsor in the same manner and to the same extent that they are
          applicable to the Originator. 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(h), 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.

        


        
          
            
              
              

            

            
              -56-

              
                

              

            

            
              
              

            

          

        

        


         

        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.

         

        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.

        


        
          
            
              
              

            

            
              -57-

              
                

              

            

            
              
              

            

          

        

        


         

        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;

         

        (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;

        


        
          
            
              
              

            

            
              -58-

              
                

              

            

            
              
              

            

          

        

        


         

        (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 Servicer
          to Service Mortgage Loans. (a)  For and on behalf of the
          Certificateholders, the Servicer shall service and administer the Mortgage
          Loans
          in accordance with the terms of this Agreement and the respective Mortgage
          Loans
          and, to the extent consistent with such terms, in accordance with Accepted
          Servicing Practices, but without regard to:

         

        (i) any
          relationship that the Servicer, any Subservicer or any Affiliate of the
          Servicer
          or any Subservicer may have with the related Mortgagor;

         

        (ii) the
          ownership or non-ownership of any Certificate by the Servicer or any Affiliate
          of the Servicer;

         

        (iii) the
          Servicer’s obligation to make P&I Advances or Servicing Advances;
          or

         

        (iv) the
          Servicer’s or any Subservicer’s right to receive compensation for its services
          hereunder or with respect to any particular transaction.

         

        To
          the
          extent consistent with the foregoing, the Servicer shall seek to maximize
          the
          timely and complete recovery of principal and interest on the Mortgage
          Notes.
          Subject only to the above-described servicing standards and the terms of
          this
          Agreement and of the respective Mortgage Loans, the Servicer shall have
          full
          power and authority, acting alone or through Subservicers as provided in
          Section 3.02, to do or cause to be done any and all things in connection
          with such servicing and administration which it may deem necessary or desirable.
          Without limiting the generality of the foregoing, the Servicer in its own
          name
          or in the name of a Subservicer is hereby authorized and empowered by the
          Trustee when the Servicer believes it appropriate in its best judgment
          in
          accordance with Accepted Servicing Practices to execute and deliver any
          and all
          instruments of satisfaction or cancellation, or of partial or full release
          or
          discharge, and all other comparable instruments, with respect to the Mortgage
          Loans and the Mortgaged Properties and to institute foreclosure proceedings
          or
          obtain a deed-in-lieu of foreclosure so as to convert the ownership of
          such
          properties, and to hold or cause to be held title to such properties, on
          behalf
          of the Trustee; provided,
          further,
          that
          upon the full release and discharge, the Servicer shall notify the Custodian
          of
          the Mortgage Loan of any such full release or discharge with respect to
          the
          Mortgage Loan and related Mortgage Properties. The Servicer shall at its
          own
          expense be responsible for preparing and recording all lien releases and
          mortgage satisfactions in accordance with state and local regulations.
          The
          Servicer shall service and administer the Mortgage Loans in accordance
          with
          applicable state and federal law and shall provide to the Mortgagors any
          reports
          required to be provided to them thereby. The Servicer shall also comply
          in the
          performance of this Agreement with all reasonable rules and requirements
          of each
          insurer under any standard hazard insurance policy or any Primary Mortgage
          Insurance Policy (if applicable). Subject to Section 3.16, the Trustee
          shall execute, at the written request of the Servicer, and furnish to the
          Servicer and any Subservicer such documents provided to the Trustee as
          are
          necessary or appropriate to enable the Servicer or any Subservicer to carry
          out
          their servicing and administrative duties hereunder, and the Trustee hereby
          grants to the Servicer, and this Agreement shall constitute a limited power
          of
          attorney to carry out such duties including a power of attorney to take
          title to
          Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee
          shall execute a separate power of attorney, furnished to it by the Servicer,
          in
          favor of the Servicer for the purposes described herein, to the extent
          necessary
          or desirable to enable the Servicer to perform its duties hereunder. The
          Trustee
          shall not be liable for the actions of the Servicer or any Subservicers
          under
          such powers of attorney. Notwithstanding anything contained herein to the
          contrary, no Servicer or Subservicer shall without the Trustee’s consent: (i)
          initiate any action, suit or proceeding solely under the Trustee’s name without
          indicating the Servicer’s or Subservicer’s, as applicable, representative
          capacity, or (ii) knowingly take any action with the intent to, or which
          actually does cause, the Trustee to be registered to do business in any
          state.

        


        
          
            
              
              

            

            
              -59-

              
                

              

            

            
              
              

            

          

        

        


         

        (b) Subject
          to Section 3.09, in accordance with the standards of the preceding
          paragraph, the Servicer shall advance or cause to be advanced funds as
          necessary
          for the purpose of effecting the timely payment of taxes and assessments
          on the
          Mortgaged Properties, which advances shall be Servicing Advances reimbursable
          in
          the first instance from the collection from the Mortgagors pursuant to
          Section 3.09, and further as provided in Section 3.11. Any cost
          incurred by the Servicer or by Subservicers in effecting the timely payment
          of
          taxes and assessments on a Mortgaged Property shall not be added to the
          unpaid
          principal balance of the related Mortgage Loan, notwithstanding that the
          terms
          of such Mortgage Loan so permit.

         

        (c) Notwithstanding
          anything in this Agreement to the contrary, the Servicer may not make any
          future
          advances with respect to a Mortgage Loan (except as provided in
          Section 4.01) and the Servicer shall not, except as provided in Section
          3.07(a), (i) permit any modification with respect to any Mortgage Loan that
          would change the Mortgage Rate, reduce or increase the principal balance
          (except
          for reductions resulting from actual payments of principal) or change the
          final
          maturity date on such Mortgage Loan (except for a reduction of interest
          payments
          resulting from the application of the Servicemembers Civil Relief Act or
          any
          similar state statutes) or (ii) permit any modification, waiver or
          amendment of any term of any Mortgage Loan that would both (A) effect an
          exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
          (or final, temporary or proposed Treasury regulations promulgated thereunder)
          and (B) cause any REMIC formed hereby to fail to qualify as a REMIC under
          the Code or the imposition of any tax on “prohibited transactions” or
“contributions after the startup day” under the REMIC Provisions or (iii) waive
          any Prepayment Charges.

        


        
          
            
              
              

            

            
              -60-

              
                

              

            

            
              
              

            

          

        

        


         

        (d) The
          Servicer may delegate its responsibilities under this Agreement; provided,
          however,
          that no
          such delegation shall release the Servicer from the responsibilities or
          liabilities arising under this Agreement.

         

        Section
          3.02 Subservicing
          Agreements between Servicer and Subservicers; Use of Subcontractors. (a) The
          Servicer may enter into a subservicing agreement with a Subservicer, for
          the
          servicing and administration of the Mortgage Loans (“Subservicing
          Agreement”)
          without obtaining the prior consent of the Trustee, the Depositor, the
          Master
          Servicer, the Securities Administrator or other parties hereto to the
          utilization of any such Subservicer, provided the provisions of such
          Subservicing Agreement comply with the requirements set forth in this Section
          3.02. None of the Trustee, the Securities Administrator, the Master Servicer
          or
          the Depositor shall be required to review or consent to such Subservicing
          Agreement and none shall have any liability in connection
          therewith.

         

        (b) Each
          Subservicer shall be (i) authorized to transact business in the state or
          states in which the related Mortgaged Properties it is to service are situated,
          if and to the extent required by applicable law to enable the Subservicer
          to
          perform its obligations hereunder and under the Subservicing Agreement
          and (ii)
          a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicing
          Agreement must impose on the Subservicer requirements conforming to the
          provisions set forth in Sections 3.08, 3.22, 3.23, 3.24, 3.29, 6.05, 6.06,
          7.01(i), 8.12 and Exhibit S of this Agreement to the same extent as if
          such
          Subservicer were the Servicer and otherwise provide for servicing of the
          Mortgage Loans consistent with the terms of this Agreement. The Servicer
          shall
          examine each Subservicing Agreement and will be familiar with the terms
          thereof
          in order to determine that the foregoing requirements have been incorporated
          into the Subservicing Agreement and that the terms thereof are not otherwise
          inconsistent with any of the provisions of this Agreement. The Servicer
          and the
          Subservicers may enter into and make amendments to the Subservicing Agreements
          or enter into different forms of Subservicing Agreements; provided,
          however,
          that
          any such amendments or different forms shall be consistent with and not
          violate
          the provisions of this Agreement, and that no such amendment or different
          form
          shall be made or entered into which could be reasonably expected to have
          a
          materially adverse effect on the interests of the Trustee, the Depositor,
          the
          Master Servicer or the Securities Administrator without their prior written
          consent. Any variation without the consent of the Trustee, the Depositor,
          the
          Securities Administrator and the Master Servicer from the requirements
          set forth
          in Sections 3.08, 3.22, 3.23, 3.24, 3.29, 6.05, 6.06, 7.01(i), 8.12 and
          Exhibit S, are conclusively deemed to be inconsistent with this Agreement
          and
          therefore prohibited. The Servicer shall deliver to the Master Servicer,
          the
          Securities Administrator, the Trustee and the Depositor copies of all
          Subservicing Agreements, and any amendments or modifications thereof, promptly
          upon the Servicer’s execution and delivery of such instruments.

         

        (c) As
          part
          of its servicing activities hereunder, the Servicer (except as otherwise
          provided in the last sentence of this paragraph) shall enforce the obligations
          of each Subservicer under the related Subservicing Agreement, including,
          without
          limitation, (i) any obligation to make advances in respect of delinquent
          payments as required by a Subservicing Agreement and (ii) the reporting
          obligations set forth under Section 3.22, 3.23, 3.24 and 3.29 hereof to
          the same
          extent as if such Subservicer were the Servicer. The Servicer shall be
          responsible for obtaining from each Subservicer and delivering to the Master
          Servicer, the Securities Administrator and the Depositor (i) any servicer
          annual
          compliance statement required to be delivered by such Subservicer under
          Section
          3.24(b); (ii) any report on assessments and attestations of compliance
          with
          Relevant Servicing Criteria required to be delivered by the Subservicer
          pursuant
          to Sections 3.22 and 3.23; and (iii) any certifications required to be
          delivered
          under Section 3.24(a) to the Master Servicer or such other Person that
          will be
          responsible for signing the Sarbanes-Oxley Certification as and where required
          to be delivered hereunder. Such enforcement, including, without limitation,
          the
          legal prosecution of claims, termination of Subservicing Agreements, and
          the
          pursuit of other appropriate remedies, shall be in such form and carried
          out to
          such an extent and at such time as the Servicer, in its good faith business
          judgment, would require were it the owner of the related Mortgage Loans.
          The
          Servicer shall pay the costs of such enforcement at its own expense, and
          shall
          be reimbursed therefor only (i) from a general recovery resulting from such
          enforcement, to the extent, if any, that such recovery exceeds all amounts
          due
          in respect of the related Mortgage Loans or (ii) from a specific recovery
          of costs, expenses or attorneys’ fees against the party against whom such
          enforcement is directed.

        


        
          
            
              
              

            

            
              -61-

              
                

              

            

            
              
              

            

          

        

        


         

        (d) It
          shall
          not be necessary for the Servicer to seek the consent of the Depositor,
          the
          Trustee, the Master Servicer, the Securities Administrator or other parties
          hereto to the utilization of a Subcontractor. The Servicer shall give prompt
          written notice to the Master Servicer, the Securities Administrator and
          the
          Depositor of the appointment of any Servicing Function Participant and
          provide a
          written description (in form and substance satisfactory to the Depositor)
          of the
          role and function of each Servicing Function Participant specifying which
          elements of the Servicing Criteria set forth under Item 1122(d) of Regulation
          AB
          will be addressed in assessments and attestations of compliance with Relevant
          Servicing Criteria provided by such Servicing Function Participant.

         

        (e) As
          a
          condition to the utilization of any Subcontractor determined to be a Servicing
          Function Participant, the Servicer shall cause any such Subcontractor used
          by
          the Servicer (or by any Subservicer) to comply with the provisions of Sections
          3.22, 3.23, 3.24, 3.29, 6.05, 6.06, 7.01(i), 8.12 and Exhibit S of this
          Agreement to the same extent as if such Subcontractor were the Servicer.
          The
          Servicer shall be responsible for obtaining from each Subcontractor and
          delivering to the Securities Administrator, the Master Servicer and the
          Depositor any assessments and attestations of compliance required to be
          delivered by such Subcontractor pursuant to Sections 3.22 and 3.23, in
          each case
          as and when required to be delivered. 

         

        Section
          3.03 Successor
          Subservicers. The Servicer shall be entitled to terminate any Subservicing
          Agreement and the rights and obligations of any Subservicer pursuant to
          any
          Subservicing Agreement in accordance with the terms and conditions of such
          Subservicing Agreement. In the event of termination of any Subservicer,
          all
          servicing obligations of such Subservicer shall be assumed simultaneously
          by the
          Servicer without any act or deed on the part of such Subservicer or Servicer,
          and the Servicer either shall service directly the related Mortgage Loans
          or
          shall enter into a Subservicing Agreement with a successor subservicer
          which
          qualifies under Section 3.02.

        


        
          
            
              
              

            

            
              -62-

              
                

              

            

            
              
              

            

          

        

        


         

        Any
          Subservicing Agreement shall include the provision that such agreement
          may be
          immediately terminated by the Master Servicer without fee, in accordance
          with
          the terms of this Agreement, in the event that the Servicer shall, for
          any
          reason, no longer be the Servicer (including termination due to an Event
          of
          Default).

         

        Section
          3.04 Liability
          of the Servicer. Notwithstanding any subservicing agreement or the
          provisions of this Agreement relating to agreements or arrangements between
          the
          Servicer and a Subservicer, Subcontractor or other third party or reference
          to
          actions taken through a Subservicer, a Subcontractor, another third party
          or
          otherwise, the Servicer shall remain obligated and primarily liable to
          the
          Trustee and the Trust Fund for the servicing and administering of the Mortgage
          Loans in accordance with the provisions hereof without diminution of such
          obligation or liability by virtue of any subservicing, subcontracting or
          other
          agreements or arrangements or by virtue of indemnification from a Subservicer,
          Subcontractor or a third party and to the same extent and under the same
          terms
          and conditions as if the Servicer alone were servicing the Mortgage Loans,
          including with respect to compliance with Item 1122 of Regulation AB. The
          Servicer shall be entitled to enter into any agreement with a Subservicer,
          Subcontractor or other third party for indemnification of the Servicer
          by such
          Subservicer, Subcontractor or third party and nothing contained in the
          Agreement
          shall be deemed to limit or modify such indemnification.

        


        Section
          3.05 No
          Contractual Relationship between Subservicers and the Master Servicer. Any
          Subservicing Agreement that may be entered into and any transactions or
          services
          relating to the Mortgage Loans involving a Subservicer in its capacity
          as such
          shall be deemed to be between the Subservicer and the Servicer alone, and
          none
          of the Trustee, the Depositor, the Securities Administrator, or the Master
          Servicer (nor any successor master servicer) shall be deemed a party thereto
          and
          shall have no claims, rights, obligations, duties or liabilities with respect
          to
          the Subservicer except as set forth in Section 3.06. The Servicer shall be
          solely liable for all fees owed by it to any Subservicer, irrespective
          of
          whether the Servicer’s compensation pursuant to this Agreement is sufficient to
          pay such fees.

         

        Section
          3.06 Assumption
          or Termination of Subservicing Agreements by Master Servicer. In the event
          the Servicer at any time shall for any reason no longer be the Servicer
          (including by reason of the occurrence of an Event of Default), the Master
          Servicer (or, if the Master Servicer and the Servicer are the same entity,
          the
          Trustee (as successor master servicer)), or other successor servicer, shall
          thereupon assume all of the rights and obligations of the Servicer under
          each
          Subservicing Agreement that the Servicer may have entered into, with copies
          thereof provided to the Master Servicer, the Trustee (as successor master
          servicer) or other successor servicer, as applicable, prior to such party
          assuming such rights and obligations, unless such party elects to terminate
          any
          Subservicing Agreement in accordance with its terms as provided in
          Section 3.03.

         

        Upon
          such
          assumption, the Master Servicer, the Trustee (as successor master servicer)
          or
          other successor servicer, as applicable, shall be deemed, subject to
          Section 3.03, to have assumed all of the Servicer’s interest therein and to
          have replaced the Servicer as a party to each Subservicing Agreement to
          the same
          extent as if each Subservicing Agreement had been assigned to the assuming
          party, except that (i) the Servicer shall not thereby be relieved of any
          liability or obligations under any Subservicing Agreement that arose before
          it
          ceased to be the Servicer and (ii) none of the Trustee, the Depositor, the
          Master Servicer, the Securities Administrator, their designees or any successor
          servicer shall be deemed to have assumed any liability or obligation of
          the
          Servicer that arose before it ceased to be the Servicer.

        


        
          
            
              
              

            

            
              -63-

              
                

              

            

            
              
              

            

          

        

        


         

        The
          Servicer at its expense shall, upon request of the Master Servicer, or
          other
          successor servicer, as applicable, deliver to the assuming party all documents
          and records relating to the Subservicing Agreement and the Mortgage Loans
          then
          being serviced and an accounting of amounts collected and held by or on
          behalf
          of it, and otherwise use its best efforts to effect the orderly and efficient
          transfer of the Subservicing Agreements to the assuming party.

         

        Section
          3.07 Collection
          of Certain Mortgage Loan Payments. (a)  The Servicer shall make
          reasonable efforts to collect all payments called for under the terms and
          provisions of the Mortgage Loans, and shall, to the extent such procedures
          shall
          be consistent with this Agreement and the terms and provisions of any applicable
          Insurance Policies, follow such collection procedures as it would follow
          with
          respect to mortgage loans comparable to the Mortgage Loans and held for
          its own
          account. Consistent with the foregoing and Accepted Servicing Practices,
          the
          Servicer may (i) waive any late payment charge or, if applicable, any
          penalty interest, or (ii) extend the due dates for the Scheduled Payments
          due on a Mortgage Note for a period of not greater than 180 days;
provided,
          that
          any extension pursuant to clause (ii) above shall not affect the
          amortization schedule of any Mortgage Loan for purposes of any computation
          hereunder, except as provided below. In the event of any such arrangement
          pursuant to clause (ii) above, the Servicer shall make timely advances
          on such Mortgage Loan during such extension pursuant to Section 4.01 and in
          accordance with the amortization schedule of such Mortgage Loan without
          modification thereof by reason of such arrangements, subject to
          Section 4.01(d) pursuant to which the Servicer shall not be required to
          make any such advances that are Nonrecoverable P&I Advances. Notwithstanding
          the foregoing, in the event that any Mortgage Loan is in default, or in
          the
          judgment of the Servicer such default is reasonably foreseeable, the Servicer,
          consistent with the standards set forth in Section 3.01, may also waive,
          modify or vary any term of such Mortgage Loan (including, but not limited
          to,
          modifications that would change the Mortgage Rate, forgive the payment
          of
          principal or interest, extend the final maturity date of such Mortgage
          Loan or
          waive, in whole or in part, a Prepayment Charge), accept payment from the
          related Mortgagor of an amount less than the Stated Principal Balance in
          final
          satisfaction of such Mortgage Loan, or consent to the postponement of strict
          compliance with any such term or otherwise grant indulgence to any Mortgagor
          (any and all such waivers, modifications, variances, forgiveness of principal
          or
          interest, postponements, or indulgences collectively referred to herein
          as
“Forbearance”);
          provided,
          however,
          that
          the final maturity date of any Mortgage Loan may not be extended beyond
          the
          Final Scheduled Distribution Date for the LIBOR Certificates. The Servicer’s
          analysis supporting any Forbearance and the conclusion that any Forbearance
          meets the standards of Section 3.01 shall be reflected in writing in the
          Servicing File or on the Servicer’s servicing records. In addition,
          notwithstanding the foregoing, the Servicer may also waive (or permit a
          Subservicer to waive), in whole or in part, a Prepayment Charge if such
          waiver
          would, in the Servicer’s judgment, maximize recoveries on the related Mortgage
          Loan or if such Prepayment Charge is (i) not permitted to be collected by
          applicable law, or the collection of the Prepayment Charge would be considered
          “predatory” pursuant to written guidance published by any applicable federal,
          state or local regulatory authority having jurisdiction over such matters,
          or
          (ii) the enforceability of such Prepayment Charge is limited (1) by
          bankruptcy, insolvency, moratorium, receivership or other similar laws
          relating
          to creditors’ rights or (2) due to acceleration in connection with a
          foreclosure or other involuntary payment. If a Prepayment Charge is waived
          other
          than as permitted in this Section 3.07(a), then the Servicer is required to
          pay the amount of such waived Prepayment Charge, for the benefit of the
          Holders
          of the Class P Certificates, by depositing such amount into the Collection
          Account together with and at the time that the amount prepaid on the related
          Mortgage Loan is required to be deposited into the Collection Account;
          provided,
          however,
          that
          the Servicer shall not have an obligation to pay the amount of any uncollected
          Prepayment Charge if the failure to collect such amount is the direct result
          of
          inaccurate or incomplete information on the Mortgage Loan Schedule in effect
          at
          such time. The Master Servicer shall have no responsibility for verifying
          the
          accuracy of the amount of Prepayment Charges waived or remitted by the
          Servicer.

        


        
          
            
              
              

            

            
              -64-

              
                

              

            

            
              
              

            

          

        

        


         

        (b) (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
          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.

         

        (c) (i) On
          each
          Distribution Date on which there exists a Basis Risk Carryover Amount on
          any
          Class of LIBOR 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 (H)) 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 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).

         

        (ii) [Reserved].

         

        (iii) Any
          Basis
          Risk Carryover Amounts paid by the Securities Administrator to the LIBOR
          Certificateholders 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. 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.

        


        
          
            
              
              

            

            
              -65-

              
                

              

            

            
              
              

            

          

        

        


         

        (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 3.07(c) and
          Sections 4.02(a)(iii)(D) and (E).

         

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

         

        (i) the
          aggregate amount remitted by the Servicer to the Master Servicer pursuant
          to
          Section 3.11;

         

        (ii) any
          amount deposited by the Servicer pursuant to Section 3.12(b) in connection
          with any losses on Permitted Investments; and

         

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

         

        In
          the
          event that the 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. 

         

        (e) The
          Securities Administrator may invest the funds in the Distribution Account
          during
          the Securities Administrator Float Period in one or more Permitted Investments
          in accordance with Section 3.12. The Securities Administrator may withdraw
          from the Distribution Account any income or gain earned from the investment
          of
          funds deposited therein for its own benefit.

         

        Section
          3.08 Subservicing
          Accounts. In those cases where a Subservicer is servicing a Mortgage Loan
          pursuant to a Subservicing Agreement, the Subservicer will be required
          to
          establish and maintain one or more segregated accounts (collectively, the
          “Subservicing
          Account”).
          The
          Subservicing Account shall be an Eligible Account and shall otherwise be
          acceptable to the Servicer. The Subservicer shall deposit in the clearing
          account (which account must be an Eligible Account) in which it customarily
          deposits payments and collections on mortgage loans in connection with
          its
          mortgage loan servicing activities on a daily basis, and in no event more
          than
          one Business Day after the Subservicer’s receipt thereof, all proceeds of
          Mortgage Loans received by the Subservicer less its servicing compensation
          to
          the extent permitted by the Subservicing Agreement, and shall thereafter
          deposit
          such amounts in the Subservicing Account, in no event more than two Business
          Days after the deposit of such funds into the clearing account. The Subservicer
          shall thereafter deposit such proceeds in the Collection Account or remit
          such
          proceeds to the Servicer for deposit in the Collection Account not later
          than
          two Business Days after the deposit of such amounts in the Subservicing
          Account.
          For purposes of this Agreement, the Servicer shall be deemed to have received
          payments on the Mortgage Loans when the Subservicer receives such payments.
          Funds in the clearing account and any Subservicing Account may, in the
          discretion of the Servicer, be invested in Permitted Investments pending
          their
          deposit into the Subservicing Account and the Collection Account, respectively;
          provided,
          however,
          the
          Servicer shall be responsible for any losses incurred on such investments
          immediately upon realization.

        


        
          
            
              
              

            

            
              -66-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.09 Collection
          of Taxes, Assessments and Similar Items; Escrow Accounts.

         

        To
          the
          extent the related Mortgage provides for Escrow Payments, the Servicer
          shall
          establish and maintain, or cause to be established and maintained, one
          or more
          segregated accounts (the “Escrow
          Accounts”),
          which
          shall be Eligible Accounts. The Servicer shall deposit in the clearing
          account
          (which account must be an Eligible Account) in which it customarily deposits
          payments and collections on mortgage loans in connection with its mortgage
          loan
          servicing activities on a daily basis, and in no event more than one Business
          Day after the Servicer’s receipt thereof, all collections from the Mortgagors
          (or related advances from Subservicers) for the payment of taxes, assessments,
          hazard insurance premiums and comparable items for the account of the Mortgagors
          (“Escrow
          Payments”)
          collected on account of the Mortgage Loans and shall thereafter deposit
          such
          Escrow Payments in the Escrow Accounts, in no event more than two Business
          Days
          after the deposit of such funds in the clearing account, for the purpose
          of
          effecting the payment of any such items as required under the terms of
          this
          Agreement. Withdrawals of amounts from an Escrow Account may be made only
          to
          (i) effect payment of taxes, assessments, hazard insurance premiums, and
          comparable items; (ii) reimburse the Servicer (or a Subservicer to the
          extent provided in the related Subservicing Agreement) out of the collection
          for
          any advances made pursuant to Section 3.01 (with respect to taxes and
          assessments) and Section 3.13 (with respect to hazard insurance);
          (iii) refund to Mortgagors any sums as may be determined to be overages;
          (iv) pay interest, if required and as described below, to Mortgagors on
          balances in the Escrow Account; (v) clear and terminate the Escrow Account
          at the termination of the Servicer’s obligations and responsibilities in respect
          of the Mortgage Loans under this Agreement; or (vi) recover amounts
          deposited in error. As part of its servicing duties, the Servicer or
          Subservicers shall pay to the Mortgagors interest on funds in Escrow Accounts,
          to the extent required by law and, to the extent that interest earned on
          funds
          in the Escrow Accounts is insufficient, to pay such interest from its or
          their
          own funds, without any reimbursement therefor. To the extent that a Mortgage
          does not provide for Escrow Payments, the Servicer shall determine whether
          any
          such payments are made by the Mortgagor in a manner and at a time that
          avoids
          the loss of the Mortgaged Property due to a tax sale or the foreclosure
          of a tax
          lien. The Servicer assumes full responsibility for the payment of all such
          bills
          within such time and shall effect payments of all such bills irrespective
          of the
          Mortgagor’s faithful performance in the payment of same or the making of the
          Escrow Payments and shall make advances from its own funds to effect such
          payments; provided,
          however,
          that
          such advances are deemed to be Servicing Advances.

        


        
          
            
              
              

            

            
              -67-

              
                

              

            

            
              
              

            

          

        

        

           

          Section
            3.10 Collection
            Account. (a)  On behalf of the Trust, the Servicer shall establish
            and maintain, or cause to be established and maintained, one or more
            segregated
            Eligible Accounts (such account or accounts, the “Collection
            Account”),
            held
            in trust for the benefit of the Trustee. On behalf of the Trust, the
            Servicer
            shall deposit or cause to be deposited in the clearing account (which
            account
            must be an Eligible Account) in which it customarily deposits payments
            and
            collections on mortgage loans in connection with its mortgage loan servicing
            activities on a daily basis, and in no event more than one Business Day
            after
            the Servicer’s receipt thereof, and shall thereafter deposit into the Collection
            Account, in no event more than two Business Days after the deposit of
            such funds
            into the clearing account, as and when received or as otherwise required
            hereunder, the following payments and collections received or made by
            it
            subsequent to the Cut-off Date (other than in respect of principal or
            interest
            on the related Mortgage Loans due on or before the Cut-off Date), or
            payments
            (other than Principal Prepayments) received by it on or prior to the
            Cut-off
            Date but allocable to a Due Period subsequent thereto:

        

        
        

        (i) all
          payments on account of principal, including Principal Prepayments, on the
          Mortgage Loans;

         

        (ii) all
          payments on account of interest (net of the related Servicing Fee) on each
          Mortgage Loan;

         

        (iii) all
          Insurance Proceeds and Condemnation Proceeds to the extent such Insurance
          Proceeds and Condemnation Proceeds are not to be applied to the restoration
          of
          the related Mortgaged Property or released to the related Mortgagor in
          accordance with the express requirements of law or in accordance with Accepted
          Servicing Practices, Liquidation Proceeds and Subsequent
          Recoveries;

         

        (iv) any
          amounts required to be deposited pursuant to Section 3.12 in connection
          with any losses realized on Permitted Investments with respect to funds
          held in
          the Collection Account;

         

        (v) any
          amounts required to be deposited by the Servicer pursuant to the second
          paragraph of Section 3.13(a) in respect of any blanket policy
          deductibles;

         

        (vi) all
          proceeds of any Mortgage Loan repurchased or purchased in accordance with
          this
          Agreement; and

         

        (vii) all
          Prepayment Charges collected by the Servicer.

         

        The
          foregoing requirements for deposit in the Collection Account shall be exclusive,
          it being understood and agreed that, without limiting the generality of
          the
          foregoing, payments in the nature of late payment charges, NSF fees,
          reconveyance fees, assumption fees and other similar fees and charges need
          not
          be deposited by the Servicer in the Collection Account and shall, upon
          collection, belong to the Servicer as additional compensation for its servicing
          activities. In the event the Servicer shall deposit in the Collection Account
          any amount not required to be deposited therein, it may at any time withdraw
          such amount from the Collection Account, any provision herein to the contrary
          notwithstanding. 

        


        
          
            
              
              

            

            
              -68-

              
                

              

            

            
              
              

            

          

        

         

        (b) Funds
          in
          the Collection Account may be invested in Permitted Investments in accordance
          with the provisions set forth in Section 3.12. The Servicer shall give
          notice to the Securities Administrator and the Master Servicer of the location
          of the Collection Account maintained by it when established and prior to
          any
          change thereof.


         

        Section
          3.11 Withdrawals
          from the Collection Account. (a) The Servicer shall, from time to time,
          make withdrawals from the Collection Account maintained by it for any of
          the
          following purposes or as described in Section 4.01:

         

        (i) on
          or
          prior to each Remittance Date, to remit to the Master Servicer all Available
          Funds in respect of the related Distribution Date together with all amounts
          representing Prepayment Charges (payable to the Class P Certificateholders)
          from the Mortgage Loans received during the related Prepayment
          Period;

         

        (ii) to
          reimburse the Servicer for (A) P&I Advances, but only to the extent of
          amounts received which represent Late Collections (net of the related Servicing
          Fees) of Scheduled Payments on Mortgage Loans with respect to which such
          P&I
          Advances were made by the Servicer in accordance with the provisions of
          Section 4.01 and (B) any unreimbursed P&I Advances to the extent of
          funds held in the Collection Account for a future Distribution Date that
          were
          not included in Available Funds for the preceding Distribution
          Date;

         

        (iii) to
          pay
          the Servicer or any Subservicer (A) any unpaid Servicing Fees or
          (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
          but only to the extent of any Late Collections or other amounts as may
          be
          collected by the Servicer from a Mortgagor, or otherwise received with
          respect
          to such Mortgage Loan (or the related REO Property);

         

        (iv) to
          pay to
          the Servicer as servicing compensation (in addition to the Servicing Fee)
          on
          each Remittance Date any interest or investment income earned on funds
          deposited
          in the Collection Account;

         

        (v) to
          pay to
          the Originator, with respect to each Mortgage Loan that has previously
          been
          repurchased or replaced pursuant to this Agreement, all amounts received
          thereon
          subsequent to the date of purchase or substitution, as the case may
          be;

         

        (vi) to
          reimburse the Servicer for (A) any P&I Advance or Servicing Advance
          previously made which the Servicer has determined to be a Nonrecoverable
          P&I
          Advance or Nonrecoverable Servicing Advance in accordance with the provisions
          of
          Section 4.01 and (B) any unpaid Servicing Fees to the extent not
          recoverable from Late Collections or other amounts received with respect
          to the
          related Mortgage Loan under Section 3.11(a)(iii);

         

        (vii) to
          pay,
          or to reimburse the Servicer for Servicing Advances in respect of, expenses
          incurred in connection with any Mortgage Loan pursuant to
          Section 3.15;

         

        (viii) to
          reimburse the Master Servicer, the Servicer, the Depositor, the Securities
          Administrator or the Trustee for expenses incurred by or reimbursable to
          the
          Master Servicer, the Servicer, the Depositor, the Securities Administrator
          or
          the Trustee, as the case may be, pursuant to Section 6.03,
          Section 7.02, Section 8.05, Section 9.13 or
          Section 10.02;

        


        
          
            
              
              

            

            
              -69-

              
                

              

            

            
              
              

            

          

        

        


         

        (ix) to
          reimburse the Master Servicer, the Servicer, the Securities Administrator
          or the
          Trustee, as the case may be, for expenses reasonably incurred in respect
          of the
          breach or defect giving rise to the repurchase obligation of the Originator
          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;

         

        (x) to
          withdraw any amounts deposited in the Collection Account in error;
          and

         

        (xi) to
          clear
          and terminate the Collection Account upon termination of this
          Agreement.

         

        (b) The
          Servicer shall keep and maintain separate accounting, on a Mortgage Loan
          by
          Mortgage Loan basis, for the purpose of justifying any withdrawal from
          the
          Collection Account, to the extent held by or on behalf of it, pursuant
          to
          subclauses (a)(ii), (iii), (v), (vi), (vii), (viii) and (ix) above.
          The Servicer shall provide written notification (as set forth in
          Section 4.01(d)) to the Master Servicer, on or prior to the next succeeding
          Remittance Date, upon making any withdrawals from the Collection Account
          pursuant to subclause (a)(vi) above.

         

        Section
          3.12 .
          (a)  The Servicer may invest the funds in the Collection Account
          maintained by it and the Escrow Accounts (to the extent permitted by law
          and the
          related Mortgage Loan documents) and the Securities Administrator may invest
          funds in the Distribution Account during the Securities Administrator’s Float
          Period and shall invest such funds in the Distribution Account (for purposes
          of
          this Section 3.12, each such Account is referred to as an “Investment
          Account”),
          in
          one or more Permitted Investments bearing interest or sold at a discount,
          and
          maturing, unless payable on demand, no later than the Business Day immediately
          preceding the date on which such funds are required to be withdrawn from
          such
          account pursuant to this Agreement; provided,
          however,
          that
          any such Permitted Investment managed by or advised by the Securities
          Administrator or any of its Affiliates may mature, unless payable on demand,
          no
          later than the date on which such funds are required to be withdrawn from
          such
          account pursuant to this Agreement. All such Permitted Investments shall
          be held
          to maturity, unless payable on demand. Any investment of funds in an Investment
          Account shall be made in the name of the Servicer or the Securities
          Administrator, as applicable. The Servicer or the Securities Administrator,
          as
          applicable, shall be entitled to sole possession over each such investment,
          and
          any certificate or other instrument evidencing any such investment shall
          be
          delivered directly to the Servicer or the Securities Administrator or its
          agent,
          as applicable, together with any document of transfer necessary to transfer
          title to such investment to the Servicer or the Securities Administrator
          or its
          agent, as applicable. In the event amounts on deposit in an Investment
          Account
          are at any time invested in a Permitted Investment payable on demand, the
          Servicer or the Securities Administrator, as applicable, may:

         

        
          	 	
                  (x)

                	
                  consistent
                    with any notice required to be given thereunder, demand that
                    payment
                    thereon be made on the last day such Permitted Investment may
                    otherwise
                    mature hereunder in an amount equal to the lesser of (1) all amounts
                    then payable thereunder and (2) the amount required to be withdrawn
                    on such date; and

                


        

        


        
          
            
              
              

            

            
              -70-

              
                

              

            

            
              
              

            

          

        

        


         

        
          	 	
                  (y)

                	
                  demand
                    payment of all amounts due thereunder that such Permitted Investment
                    would
                    not constitute a Permitted Investment in respect of funds thereafter
                    on
                    deposit in an Investment Account.

                


        

         

        (b) All
          income and gain realized from the investment of funds deposited in the
          Collection Account or Escrow Account, as applicable, held by or on behalf
          of the
          Servicer, shall be for the benefit of the Servicer and shall be subject
          to its
          withdrawal in the manner set forth in Section 3.11. The Servicer shall
          deposit in the Collection Account or Escrow Account, as applicable, the
          amount
          of any loss of principal incurred in respect of any such Permitted Investment
          made with funds in such accounts immediately upon realization of such
          loss.

         

        (c) All
          income and gain realized from the investment of funds deposited in the
          Distribution Account held by the Securities Administrator during the Securities
          Administrator’s Float Period, shall be for the benefit of the Securities
          Administrator, and shall be subject to the Securities Administrator’s withdrawal
          in the manner set forth in Section 3.07(d). Notwithstanding anything in
          this Section 3.12(c), the Securities Administrator shall be liable to the
          Trust
          for any such loss on any funds it has invested under this Section 3.12(c)
          only
          during the Securities Administrator Float Period, and the Securities
          Administrator shall deposit in the Distribution Account the amount of any
          loss
          of principal incurred in respect of any such Permitted Investment made
          with
          funds in such account immediately upon realization of such loss.

         

        (d) Except
          as
          otherwise expressly provided in this Agreement, if any default occurs in
          the
          making of a payment due under any Permitted Investment of funds held in
          the
          Escrow Account or any Collection Account, or if a default occurs in any
          other
          performance required under any Permitted Investment of funds held in the
          Escrow
          Account or any Collection Account, the Servicer or the Securities Administrator,
          as applicable, shall take such action as may be appropriate to enforce
          such
          payment or performance, including the institution and prosecution of appropriate
          proceedings.

         

        (e) The
          Securities Administrator or its Affiliates are permitted to receive additional
          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.

        


        
          
            
              
              

            

            
              -71-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.13 Maintenance
          of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
          (a)  The Servicer shall cause to be maintained for each Mortgage Loan
          fire insurance with extended coverage on the related Mortgaged Property
          in an
          amount which is at least equal to the least of (i) the outstanding
          principal balance of such Mortgage Loan, (ii) the amount necessary to fully
          compensate for any damage or loss to the improvements that are a part of
          such
          property on a replacement cost basis and (iii) the maximum insurable value
          of the improvements which are a part of such Mortgaged Property, in each
          case in
          an amount not less than such amount as is necessary to avoid the application
          of
          any coinsurance clause contained in the related hazard insurance policy.
          The Servicer shall also cause to be maintained fire insurance with extended
          coverage on each REO Property in an amount which is at least equal to the
          lesser
          of (i) the maximum insurable value of the improvements which are a part of
          such property and (ii) the outstanding principal balance of the related
          Mortgage Loan at the time it became an REO Property. The Servicer will
          comply in the performance of this Agreement with all reasonable rules and
          requirements of each insurer under any such hazard policies. Any amounts
          to be
          collected by the Servicer under any such policies (other than amounts required
          to be deposited in the Escrow Account and applied to the restoration or
          repair
          of the property subject to the related Mortgage or amounts to be released
          to the
          Mortgagor in accordance with the procedures that the Servicer would follow
          in
          servicing loans held for its own account, subject to the terms and conditions
          of
          the related Mortgage and Mortgage Note) shall be deposited in the Collection
          Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred
          by the Servicer in maintaining any such insurance shall not, for the purpose
          of
          calculating distributions to the Master Servicer, be added to the unpaid
          principal balance of the related Mortgage Loan, notwithstanding that the
          terms
          of such Mortgage Loan so permit. It is understood and agreed that no earthquake
          or other additional insurance is to be required of any Mortgagor other
          than
          pursuant to such applicable laws and regulations as shall at any time be
          in
          force and as shall require such additional insurance. If the Mortgaged
          Property
          or REO Property is at any time in an area identified in the Federal Register
          by
          the Federal Emergency Management Agency as having special flood hazards
          and
          flood insurance has been made available, the Servicer will cause to be
          maintained a flood insurance policy in respect thereof. Such flood insurance
          shall be in an amount equal to the lesser of (i) the unpaid principal
          balance of the related Mortgage Loan and (ii) the maximum amount of such
          insurance available for the related Mortgaged Property under the national
          flood
          insurance program (assuming that the area in which such Mortgaged Property
          is
          located is participating in such program).

         

        In
          the
          event that the Servicer shall obtain and maintain a blanket policy with
          an
          insurer having a general policy rating of A:VI or better in Best’s (or such
          other rating that is comparable to such rating) insuring against hazard
          losses
          on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied
          its obligations as set forth in the first two sentences of this
          Section 3.13, it being understood and agreed that such policy may contain a
          deductible clause, in which case the Servicer shall, in the event that
          there
          shall not have been maintained on the related Mortgaged Property or REO
          Property
          a policy complying with the first two sentences of this Section 3.13, and
          there shall have been one or more losses which would have been covered
          by such
          policy, deposit to the Collection Account from its own funds the amount
          not
          otherwise payable under the blanket policy because of such deductible clause.
          In
          connection with its activities as administrator and servicer of the Mortgage
          Loans, the Servicer agrees to prepare and present, on behalf of itself
          and the
          Trustee, claims under any such blanket policy in a timely fashion in accordance
          with the terms of such policy.

        


        
          
            
              
              

            

            
              -72-

              
                

              

            

            
              
              

            

          

        

        


         

        (b) The
          Servicer shall keep in force during the term of this Agreement a policy
          or
          policies of insurance covering errors and omissions for failure in the
          performance of the Servicer’s obligations under this Agreement, which policy or
          policies shall be in such form and amounts as shall be consistent with
          Accepted
          Servicing Practices. The Servicer shall also maintain a fidelity bond in
          such
          form and amount as shall be consistent with Accepted Servicing Practices.
          The
          Servicer shall provide the Master Servicer with copies of any such insurance
          policies and fidelity bond; provided,
          however,
          so long
          as the Servicer hereunder is Wells Fargo, the Servicer may satisfy such
          requirement by providing the Master Servicer with a certification of any
          such
          insurance upon request. The Servicer shall be deemed to have complied with
          this
          provision if an Affiliate of the Servicer has such errors and omissions
          and
          fidelity bond coverage and, by the terms of such insurance policy or fidelity
          bond, the coverage afforded thereunder extends to the Servicer. Any such
          errors
          and omissions policy and fidelity bond shall by its terms not be cancelable
          without thirty days’ prior written notice to the Master Servicer. The
          Servicer shall also cause each Subservicer to maintain a policy of insurance
          covering errors and omissions and a fidelity bond which would meet such
          requirements.

         

        Section
          3.14 Enforcement
          of Due-On-Sale Clauses; Assumption Agreements. The Servicer will, to the
          extent it has knowledge of any conveyance or prospective conveyance of
          any
          Mortgaged Property by any Mortgagor (whether by absolute conveyance or
          by
          contract of sale, and whether or not the Mortgagor remains or is to remain
          liable under the Mortgage Note and/or the Mortgage), exercise its rights
          to
          accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
          any, applicable thereto; provided,
          however,
          that
          the Servicer shall not exercise any such rights if prohibited by law from
          doing
          so or if the exercise of such rights would impair or threaten to impair
          recovery
          under the related Primary Mortgage Insurance Policy, if any. If the Servicer
          believes it is unable under applicable law to enforce such “due-on-sale”
clause or if any of the other conditions set forth in the proviso to the
          preceding sentence apply, the Servicer will enter into either (i) an
          assumption and modification agreement from or with the person to whom such
          property has been conveyed or is proposed to be conveyed, pursuant to which
          such
          person becomes liable under the Mortgage Note and, to the extent permitted
          by
          applicable state law, the Mortgagor remains liable thereon or (ii) a
          substitution agreement as provided in the succeeding sentence. The Servicer
          is
          also authorized to enter into a substitution of liability agreement with
          such
          person, pursuant to which the original Mortgagor is released from liability
          and
          such person is substituted as the Mortgagor and becomes liable under the
          Mortgage Note, provided,
          that no
          such substitution shall be effective unless such person satisfies the
          underwriting criteria of the Originator and has a credit risk rating at
          least
          equal to that of the original Mortgagor. The Mortgage Loan, as assumed,
          shall
          conform in all respects to the requirements, representations and warranties
          of
          this Agreement. The Servicer shall not take or enter into any assumption
          and
          modification agreement, however, unless (to the extent practicable in the
          circumstances) it shall have received confirmation, in writing, of the
          continued
          effectiveness of any applicable hazard insurance policy, or a new policy
          meeting
          the requirements of this Section is obtained. Any fee collected by the
          Servicer in respect of an assumption or substitution of liability agreement
          will
          be retained by the Servicer as additional servicing compensation. In connection
          with any such assumption, no material term of the Mortgage Note (including
          but
          not limited to the related Mortgage Rate and the amount of the Scheduled
          Payment) may be amended or modified, except as otherwise required pursuant
          to
          the terms thereof. The Servicer shall notify the Master Servicer that any
          such
          substitution, modification or assumption agreement has been completed and
          shall
          forward to the Custodian the executed original of such substitution or
          assumption agreement, which document shall be added to the related Mortgage
          File
          and shall, for all purposes, be considered a part of such Mortgage File
          to the
          same extent as all other documents and instruments constituting a part
          thereof.

        


        
          
            
              
              

            

            
              -73-

              
                

              

            

            
              
              

            

          

        

        


         

        Notwithstanding
          the foregoing paragraph or any other provision of this Agreement, the
          Servicer shall not be deemed to be in default or any other violation of
          its
          obligations hereunder by reason of any assumption of a Mortgage Loan by
          operation of law or by the terms of the Mortgage Note or any assumption
          which
          the Servicer may be restricted by law from preventing, for any reason
          whatsoever. For purposes of this Section 3.14, the term “assumption” is
          deemed to also include a sale (of the Mortgaged Property) subject to the
          Mortgage that is not accompanied by an assumption or substitution of liability
          agreement.

         

        Section
          3.15 Realization
          upon Defaulted Mortgage Loans. The Servicer shall use its best efforts,
          consistent with Accepted Servicing Practices, to foreclose upon or otherwise
          comparably convert (which may include an acquisition of REO Property) the
          ownership of properties securing such of the Mortgage Loans as come into
          and
          continue in default and as to which no satisfactory arrangements can be
          made for
          collection of delinquent payments pursuant to Section 3.07, and which are
          not released from this Agreement pursuant to any other provision hereof.
          The
          Servicer shall use reasonable efforts to realize upon such defaulted Mortgage
          Loans in such manner as will maximize the receipt of principal and interest
          by
          the Securities Administrator, taking into account, among other things,
          the
          timing of foreclosure proceedings; provided,
          however,
          in
          the
          event that any payment due under any Mortgage Loan is not permissibly postponed
          pursuant to this Agreement and remains delinquent for a period of 90 days
          or any
          other default continues for a period of 90 days beyond the expiration of
          any
          grace or cure period, the Servicer shall commence foreclosure proceedings;
          and
provided,
          further,
          with
          respect to any second-lien Mortgage Loan, if, after such Mortgage Loan
          becomes
          180 days or more delinquent, the Servicer determines that a significant
          net
          recovery is not possible through foreclosure, such Mortgage Loan may be
          charged-off and the Mortgage Loan will be treated as a Liquidated Mortgage
          Loan
          giving rise to a Realized Loss. The foregoing is subject to the provisions
          that
          the Servicer shall not be required to expend its own funds in connection
          with
          foreclosure or other conversion, correction of a default on a senior mortgage
          or
          restoration of any property unless it shall determine in its sole discretion
          (i) that such foreclosure, correction or restoration will increase the net
          Liquidation Proceeds of the related Mortgage Loan to the Securities
          Administrator, after reimbursement to itself for such expenses and
          (ii) that such expenses will be recoverable by the Servicer through
          Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Subsequent
          Recoveries from the related Mortgaged Property, as contemplated in
          Section 3.11. The Servicer shall be responsible for all other costs and
          expenses incurred by it in any such proceedings; provided,
          however,
          that it
          shall be entitled to reimbursement thereof from the related property, as
          contemplated in Section 3.11.

        


        
          
            
              
              

            

            
              -74-

              
                

              

            

            
              
              

            

          

        

        


         

        The
          proceeds of any liquidation or REO Disposition, as well as any recovery
          resulting from a partial collection of Insurance Proceeds, Condemnation
          Proceeds, Liquidation Proceeds or Subsequent Recoveries or any income from
          an
          REO Property, will be applied in the following order of priority: first,
          to
          reimburse the Servicer or any Subservicer for any related unreimbursed
          Servicing
          Advances, pursuant to Section 3.11 or 3.17; second,
          to
          reimburse the Servicer for any related unreimbursed P&I Advances, pursuant
          to Section 3.11; third,
          to
          accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest,
          at the
          Mortgage Rate, to the date of the liquidation or REO Disposition, or to
          the Due
          Date prior to the Remittance Date on which such amounts are to be distributed
          if
          not in connection with a liquidation or REO Disposition; and fourth,
          as a
          recovery of principal of the Mortgage Loan. If the amount of the recovery
          so
          allocated to interest is less than a full recovery thereof, that amount
          will be
          allocated as follows: first,
          to
          unpaid Servicing Fees; and second,
          as
          interest at the Mortgage Rate (net of the Servicing Fee Rate). The portion
          of
          the recovery so allocated to unpaid Servicing Fees shall be reimbursed
          to the
          Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions
          of the recovery so allocated to interest at the Mortgage Rate (net of the
          Servicing Fee Rate) and to principal of the Mortgage Loan shall be applied
          as
          follows: first,
          to
          reimburse the Servicer or any Subservicer for any related unreimbursed
          Servicing
          Advances in accordance with Section 3.11 or 3.17, and second,
          to the
          Securities Administrator in accordance with the provisions of Section 4.02,
          subject to paragraph (e) of Section 3.17 with respect to certain
          excess recoveries from an REO Disposition.

        
        

        Notwithstanding
          anything to the contrary contained herein, in connection with a foreclosure
          or
          acceptance of a deed in lieu of foreclosure, in the event the Servicer
          has
          received actual notice of, or has actual knowledge of the presence of,
          hazardous
          or toxic substances or wastes on the related Mortgaged Property, or if
          the
          Trustee or the Master Servicer otherwise requests, the Servicer shall cause
          an
          environmental inspection or review of such Mortgaged Property to be conducted
          by
          a qualified inspector. Upon completion of the inspection, the Servicer
          shall
          promptly provide the Trustee, the Master Servicer and the Depositor with
          a
          written report of the environmental inspection.

         

        After
          reviewing the environmental inspection report, the Servicer shall determine
          consistent with Accepted Servicing Practices how to proceed with respect
          to the
          Mortgaged Property. In the event (a) the environmental inspection report
          indicates that the Mortgaged Property is contaminated by hazardous or toxic
          substances or wastes and (b) the Servicer proceeds with foreclosure or
          acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
          for all reasonable costs associated with such foreclosure or acceptance
          of a
          deed in lieu of foreclosure and any related environmental clean-up costs,
          as
          applicable, from the related Liquidation Proceeds, or if the Liquidation
          Proceeds are insufficient to fully reimburse the Servicer, the Servicer
          shall be
          entitled to be reimbursed from amounts in the Collection Account pursuant
          to
          Section 3.11. In the event the Servicer does not proceed with foreclosure
          or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
          from general collections for all Servicing Advances made with respect to
          the
          related Mortgaged Property from the Collection Account pursuant to
          Section 3.11. The Trustee shall not be responsible for any determination
          made by the Servicer pursuant to this paragraph or otherwise.

         

        Section
          3.16 Release
          of Mortgage Files. (a)  Upon the payment in full of any Mortgage
          Loan, or the receipt by the Servicer of a notification that payment in
          full
          shall be escrowed in a manner customary for such purposes, the Servicer
          will,
          within five (5) Business Days of the payment in full, notify the Custodian
          by a
          certification (which certification shall include a statement to the effect
          that
          all amounts received or to be received in connection with such payment
          which are
          required to be deposited in the Collection Account pursuant to Section 3.10
          have been or will be so deposited) of a Servicing Officer and shall request
          delivery to it of the Custodial File by submitting a Request for Release
          to the
          Custodian, which Request for Release may be in an electronic format in
          a form
          acceptable to the Custodian, to the Custodian. Upon receipt of such
          certification and Request for Release, the Custodian shall promptly release
          the
          related Custodial File to the Servicer within five (5) Business Days. No
          expenses incurred in connection with any instrument of satisfaction or
          deed of
          reconveyance shall be chargeable to the Collection Account. 

        


        
          
            
              
              

            

            
              -75-

              
                

              

            

            
              
              

            

          

        

        


         

        (b) From
          time
          to time and as appropriate for the servicing or foreclosure of any Mortgage
          Loan, including, for this purpose, collection under any Insurance Policy
          relating to the Mortgage Loans, the Custodian shall, upon request of the
          Servicer and delivery to the Custodian of a Request for Release, which
          Request
          for Release may be in an electronic format in a form acceptable to the
          Custodian, release the related Custodial File to the Servicer, and the
          Custodian
          shall, at the direction of the Servicer, execute such documents as shall
          be
          necessary to the prosecution of any such proceedings and the Servicer shall
          retain the Mortgage File in trust for the benefit of the Trustee. Such
          Request
          for Release shall obligate the Servicer to return each and every document
          previously requested from the Custodial File to the Custodian when the
          need
          therefor by the Servicer no longer exists, unless the Mortgage Loan has
          been
          liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
          been
          deposited in the Collection Account or the Mortgage File or such document
          has
          been delivered to an attorney, or to a public trustee or other public official
          as required by law, for purposes of initiating or pursuing legal action
          or other
          proceedings for the foreclosure of the Mortgaged Property either judicially
          or
          non-judicially, and the Servicer has delivered to the Custodian a certificate
          of
          a Servicing Officer certifying as to the name and address of the Person
          to which
          such Mortgage File or such document was delivered and the purpose or purposes
          of
          such delivery. Upon receipt of a certificate of a Servicing Officer stating
          that
          such Mortgage Loan was liquidated and that all amounts received or to be
          received in connection with such liquidation that are required to be deposited
          into the Collection Account have been so deposited, or that such Mortgage
          Loan
          has become an REO Property, a copy of the Request for Release shall be
          released
          by the Custodian to the Servicer or its designee.

         

        Upon
          written certification of a Servicing Officer, the Trustee shall execute
          and
          deliver to the Servicer copies of any court pleadings, requests for trustee’s
          sale or other documents reasonably necessary to the foreclosure or trustee’s
          sale in respect of a Mortgaged Property or to any legal action brought
          to obtain
          judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
          a
          deficiency judgment, or to enforce any other remedies or rights provided
          by the
          Mortgage Note or Mortgage or otherwise available at law or in equity, or
          shall
          exercise and deliver to the Servicer a power of attorney sufficient to
          authorize
          the Servicer to execute such documents on its behalf. Each such certification
          shall include a request that such pleadings or documents be executed by
          the
          Trustee and a statement as to the reason such documents or pleadings are
          required and that the execution and delivery thereof by the Trustee will
          not
          invalidate or otherwise affect the lien of the Mortgage, except for the
          termination of such a lien upon completion of the foreclosure or trustee’s
          sale.

        


        
          
            
              
              

            

            
              -76-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.17 Title,
          Conservation and Disposition of REO Property. (a)  This Section
          shall apply only to REO Properties acquired for the account of the Trustee
          and
          shall not apply to any REO Property relating to a Mortgage Loan which was
          purchased or repurchased from the Trustee pursuant to any provision hereof.
          In
          the event that title to any such REO Property is acquired, the deed or
          certificate of sale shall be issued to the Trust, or if not permitted by
          law, to
          Deutsche Bank National Trust Company (or, if applicable, the name of the
          successor Trustee) as Trustee for HSI Asset Securitization Corporation
          Trust
          2007-WF1 Mortgage Pass-Through Certificates, Series 2007-WF1, or to its
          nominee,
          for the benefit of the Certificateholders.

         

        (b) The
          Servicer shall manage, conserve, protect and operate each REO Property for
          the Trustee solely for the purpose of its prompt disposition and sale.
          The
          Servicer, either itself or through an agent selected by the Servicer, shall
          manage, conserve, protect and operate the REO Property in the same manner
          that
          it manages, conserves, protects and operates other foreclosed property
          for its
          own account, and in the same manner that similar property in the same locality
          as the REO Property is managed. The Servicer shall attempt to sell the
          same (and
          may temporarily rent the same for a period not greater than one year, except
          as
          otherwise provided below) on such terms and conditions as the Servicer
          deems to
          be in the best interest of the Trustee on behalf of the Certificateholders.
          The
          Servicer shall notify the Trustee from time to time as to the status of
          each REO
          Property.

         

        (c) The
          Servicer shall segregate and hold all funds collected and received in connection
          with the operation of any REO Property separate and apart from its own
          funds and
          general assets and shall deposit such funds in the Collection
          Account.

         

        (d) The
          Servicer shall deposit net of reimbursement to the Servicer for any related
          outstanding Servicing Advances and unpaid Servicing Fees provided in
          Section 3.11, or cause to be deposited in the Collection Account, in no
          event later than two Business Days after the deposit of such funds into
          the
          clearing account, all revenues received with respect to the related REO
          Property
          and shall withdraw therefrom funds necessary for the proper operation,
          management and maintenance of the REO Property.

         

        (e) The
          Servicer, upon an REO Disposition, shall be entitled to reimbursement for
          any
          related unreimbursed Servicing Advances as well as any unpaid Servicing
          Fees
          from proceeds received in connection with the REO Disposition, as further
          provided in Section 3.11.

         

        (f) Any
          net
          proceeds from an REO Disposition which are in excess of the unpaid principal
          balance of the related Mortgage Loan plus all unpaid REO Imputed Interest
          thereon through the date of the REO Disposition shall be retained by the
          Servicer as additional servicing compensation.

         

        (g) The
          Servicer shall use Accepted Servicing Practices to sell, or cause the
          Subservicer to sell, in accordance with Accepted Servicing Practices, any
          REO
          Property as soon as possible, but in no event later than the conclusion
          of the
          third calendar year beginning after the year of its acquisition by the
          REMIC 1
          unless (i) the Servicer applies for an extension of such period from the
          Internal Revenue Service pursuant to the REMIC Provisions and Code
          Section 856(e)(3), in which event such REO Property shall be sold within
          the applicable extension period, or (ii) the Servicer obtains for the
          Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee
          and the
          Servicer, to the effect that the holding by the REMIC of such REO Property
          subsequent to such period will not result in the imposition of taxes on
          “prohibited transactions” as defined in Section 860F of the Code or cause
          any REMIC created under this Agreement to fail to qualify as a REMIC under
          the
          REMIC Provisions or comparable provisions of relevant state laws at any
          time.
          The Servicer shall manage, conserve, protect and operate each REO Property
          for
          the Trustee solely for the purpose of its prompt disposition and sale in
          a
          manner which does not cause such REO Property to fail to qualify as “foreclosure
          property” within the meaning of Section 860G(a)(8) or result in the receipt
          by any REMIC created hereunder of any “income from non-permitted assets” within
          the meaning of Section 860F(a)(2)(B) of the Code or any “net income from
          foreclosure property” which is subject to taxation under Section 860G(a)(1)
          of the Code. Pursuant to its efforts to sell such REO Property, the Servicer
          shall either itself or through an agent selected by the Servicer protect
          and
          conserve such REO Property in the same manner and to such extent as is
          customary
          in the locality where such REO Property is located and may, incident to
          its
          conservation and protection of the interests of the Trustee on behalf of
          the
          Certificateholders, rent the same, or any part thereof, as the Servicer
          deems to
          be in the best interest of the Trustee on behalf of the Certificateholders
          for
          the period prior to the sale of such REO Property; provided,
          however,
          that
          any rent received or accrued with respect to such REO Property qualifies
          as
“rents from real property” as defined in Section 856(d) of the
          Code.

        


        
          
            
              
              

            

            
              -77-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.18 Notification
          of Adjustments. With respect to each Adjustable Rate Mortgage Loan, the
          Servicer shall adjust the Mortgage Rate on the related Adjustment Date
          and shall
          adjust the Scheduled Payment on the related mortgage payment adjustment
          date, if
          applicable, in compliance with the requirements of applicable law and the
          related Mortgage and Mortgage Note. In the event that an Index becomes
          unavailable or otherwise unpublished, the Servicer shall select a comparable
          alternative index over which it has no direct control and which is readily
          verifiable. The Servicer shall execute and deliver any and all necessary
          notices
          required under applicable law and the terms of the related Mortgage Note
          and
          Mortgage regarding the Mortgage Rate and Scheduled Payment adjustments.
          The
          Servicer shall promptly, upon written request therefor, deliver to the
          Master
          Servicer such notifications and any additional applicable data regarding
          such
          adjustments and the methods used to calculate and implement such adjustments.
          Upon the discovery by the Servicer or the receipt of notice from the Master
          Servicer that the Servicer has failed to adjust a Mortgage Rate or Scheduled
          Payment in accordance with the terms of the related Mortgage Note, the
          Servicer
          shall deposit in the Collection Account from its own funds the amount of
          any
          interest loss caused as such interest loss occurs.

         

        Section
          3.19 Access
          to Certain Documentation and Information Regarding the Mortgage Loans. The
          Servicer shall provide, or cause the Subservicer to provide, to the Depositor
          and the Trustee, at the request of the OTS or the FDIC and the examiners
          and
          supervisory agents thereof, access to the documentation regarding the Mortgage
          Loans in its possession required by applicable regulations of the OTS.
          Such
          access shall be afforded without charge, but only upon 10 days (or, if
          an Event
          of Default has occurred and is continuing, 3 Business Days) prior written
          request and during normal business hours at the offices of the Servicer
          or, if
          applicable, any Subservicer. Nothing in this Section shall derogate from
          the
          obligation of any such party to observe any applicable law prohibiting
          disclosure of information regarding the Mortgagors and the failure of any
          such
          party to provide access as provided in this Section as a result of such
          obligation shall not constitute a breach of this Section.

         

        Nothing
          in this Section 3.19 shall require the Servicer to collect, create, collate
          or
          otherwise generate any information that it does not generate in its usual
          course
          of business. The Servicer shall not be required to make copies of or to
          ship
          documents to any Person who is not a party to this Agreement, and then
          only if
          provisions have been made for the reimbursement of the costs
          thereof.

        


        
          
            
              
              

            

            
              -78-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.20 Documents,
          Records and Funds in Possession of the Servicer to Be Held for the Trustee.
          Not later than thirty days after each Distribution Date, the Servicer shall
          forward to the Trustee, the Master Servicer and the Securities Administrator
          a
          statement prepared by the Servicer setting forth the status of the Collection
          Account as of the close of business on the last day of the calendar month
          relating to such Distribution Date and showing, for the period covered
          by such
          statement, the aggregate amount of deposits into and withdrawals from the
          Collection Account of each category of deposit specified in Section 3.10(a)
          and each category of withdrawal specified in Section 3.11. Copies of such
          statement shall be provided by the Securities Administrator to any
          Certificateholder and to any Person identified to the Securities Administrator
          as a prospective transferee of a Certificate, upon the written request
          and at
          the expense of the requesting party, provided such statement is delivered
          by the
          Servicer to the Securities Administrator.

         

        Section
          3.21 Servicing
          Compensation. (a)  As compensation for its activities hereunder,
          the Servicer shall, with respect to each Mortgage Loan, be entitled to
          retain
          from deposits to the Collection Account and from applicable Liquidation
          Proceeds, Condemnation Proceeds, Insurance related Proceeds, Subsequent
          Recoveries and REO Proceeds related to such Mortgage Loan, the Servicing
          Fee
          with respect to each Mortgage Loan (less any portion of such amounts retained
          by
          any Subservicer). In addition, the Servicer shall be entitled to recover
          unpaid
          Servicing Fees out of related Late Collections and as otherwise permitted
          under
          Section 3.11. The right to receive the Servicing Fee may not be transferred
          in whole or in part except in connection with the transfer of all of the
          Servicer’s responsibilities and obligations under this Agreement; provided,
          however,
          that
          the Servicer may pay from the Servicing Fee any amounts due to a Subservicer
          pursuant to a Subservicing Agreement entered into under
          Section 3.02.

         

        (b) Additional
          servicing compensation in the form of assumption or modification fees,
          late
          payment charges, NSF fees, reconveyance fees and other similar fees and
          charges
          (other than Prepayment Charges) shall be retained by the Servicer only
          to the
          extent such fees or charges are received by the Servicer. The Servicer
          shall
          also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the
          Collection Account, as additional servicing compensation, interest or other
          income earned on deposits therein. The Servicer shall also be entitled
          as
          additional servicing compensation, to interest or other income earned on
          deposits in the Escrow Account (to the extent permitted by law and the
          related
          Mortgage Loan documents) in accordance with Section 3.12. 

         

        


        
          
            
              
              

            

            
              -79-

              
                

              

            

            
              
              

            

          

        

        


        
           

          (c) The
            Servicer shall be required to pay all expenses incurred by it in connection
            with
            its servicing activities hereunder (including payment of premiums for
            any
            blanket policy insuring against hazard losses pursuant to Section 3.13,
            servicing compensation of the Subservicer to the extent not retained
            by it and
            the fees and expenses of independent accountants and any agents appointed
            by the
            Servicer), and shall not be entitled to reimbursement therefor from the
            Trust
            Fund except as specifically provided in Section 3.11.

           

          Section
            3.22 Report
            on Assessment of Compliance with Relevant Servicing Criteria. On or before
            March 15th
            of each
            calendar year, commencing in March 2008, the Servicer, 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 Master Servicer, 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, (i) the
          Depositor
          shall review each such report and, if applicable, consult with the Master
          Servicer, the Securities Administrator, the Custodian, the Servicer and
          any
          Servicing Function Participant engaged by any such party as to the nature
          of any
          material instance of noncompliance with the Relevant Servicing Criteria
          by each
          such party, and (ii) the Securities Administrator shall confirm that the
          assessments, taken as a whole, address all of the Servicing Criteria and
          taken
          individually address the Relevant Servicing Criteria for each party as
          set forth
          on Exhibit S.

         

        The
          Master Servicer shall enforce any obligation of the Servicer (and the Servicer
          shall enforce any obligation of a Servicing Function Participant engaged
          by the
          Servicer) to cause to be delivered to the Securities Administrator an annual
          report on assessment of compliance within the time frame and
          to
          the parties indicated in
          this
          Section 3.22, and in such form and
          substance as may be required by this Agreement. 

         

        In
          the
          event the Servicer, 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 3.22, 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.

        
          
            
              
              

            

            
              -80-

              
                

              

            

            
              
              

            

          

        

        


        
           

          The
            Custodian shall only be required to provide an assessment of compliance
            as set
            forth herein for so long as the Depositor is required to file reports
            with
            respect to the Trust under the Exchange Act.

           

          Section
            3.23 Report
            on Attestation of Compliance with Relevant Servicing Criteria. 
            On or
            before March 15th
            of each
            calendar year, commencing in March 2008, the Servicer, 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 Servicer, 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
            Master
            Servicer, the Securities Administrator and the Depositor, to the effect
            that (i)
            it has obtained a representation regarding certain matters from the management
            of such party, which includes an assertion that such party has complied
            with the
            Relevant Servicing Criteria, and (ii) on the basis of an examination
            conducted
            by such firm in accordance with standards for attestation engagements
            issued or
            adopted by the Public Company Accounting Oversight Board, it is expressing
            an
            opinion as to whether such party’s compliance with the Relevant Servicing
            Criteria was fairly stated in all material respects, or it cannot express
            an
            overall opinion regarding such party’s assessment of compliance with the
            Relevant Servicing Criteria. In the event that an overall opinion cannot
            be
            expressed, such registered public accounting firm shall state in such
            report why
            it was unable to express such an opinion. Such report must be available
            for
            general use and not contain restricted use language. 


           

        

        Promptly
          after receipt of each such assessment of compliance and attestation report,
          the
          Securities Administrator shall confirm that each assessment submitted pursuant
          to Section 3.22 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 the Servicer (and the Servicer
          shall enforce any obligation of a Servicing Function Participant engaged
          by the
          Servicer) to cause to be delivered to the Securities Administrator an
          attestation within the time frame and to the parties indicated in this
          Section
          3.23, and in such form and substance as may be required by this Agreement.
          

         

        In
          the
          event the Servicer, 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 3.23, or to such other applicable
          agreement, notwithstanding any such termination, assignment or resignation.
          

         

        The
          Custodian shall only be required to cause a registered public accounting
          firm to
          provide an attestation report as set forth herein for so long as the Depositor
          is required to file reports with respect to the Trust under the Exchange
          Act.

        


        
          
            
              
              

            

            
              -81-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.24 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. Each of the Servicer,
          the
          Master Servicer, the Securities Administrator and the Custodian shall,
          and shall
          cause any Servicing Function Participant engaged by it to, provide to the
          Person
          who signs the Sarbanes-Oxley Certification (the “Certifying
          Person”),
          by
          March 10th
          of each
          year in which the Trust is subject to the reporting requirements of the
          Exchange
          Act, commencing in March 2008, and otherwise within a reasonable period
          of time
          upon request, a certification (each, a “Back-Up
          Sarbanes-Oxley Certification”),
          substantially in the form of Exhibit M, upon which the Certifying Person,
          the
          entity for which the Certifying Person acts as an officer, and such entity’s
          officers, directors and Affiliates (collectively with the Certifying Person,
          “Certification
          Parties”)
          can
          reasonably rely. The senior officer of the Master Servicer in charge of
          the
          master servicing function shall serve as the Certifying Person on behalf
          of the
          Trust. Such officer of the Certifying Person can be contacted by e-mail
          at
cts.sec.notifications@wellsfargo.com
          or by
          facsimile at 443-367-3307. In the event any such party or any Servicing
          Function
          Participant engaged by any such party is terminated or resigns pursuant
          to the
          terms of this Agreement, or any applicable sub-servicing agreement, as
          the case
          may be, such party shall provide a Back-Up Sarbanes-Oxley Certification
          to the
          Certifying Person pursuant to this Section 3.24 with respect to the period
          of
          time it was subject to this Agreement or any applicable sub-servicing agreement,
          as the case may be. Notwithstanding the foregoing, (i) the Master Servicer
          and
          the Securities Administrator shall not be required to deliver a Back-Up
          Sarbanes-Oxley Certification
          to each other if both are the same Person and the Master Servicer is the
          Certifying Person and (ii) the Master Servicer shall not be obligated to
          sign
          the Sarbanes-Oxley Certification in the event that it does not receive
          any
          Back-Up Sarbanes-Oxley Certification required to be furnished to it pursuant
          to
          this section.

        
        

        (b) On
          or
          before March 15th
          of each
          calendar year, commencing in March 2008, the Servicer, the Master Servicer
          and
          the Securities Administrator shall deliver (or otherwise make available)
          (and
          the Servicer, the Master Servicer and Securities Administrator 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 Servicer, the Master Servicer, the Securities Administrator or
          any
          Servicing Function Participant engaged by any such party is terminated
          or
          resigns pursuant to the terms of this Agreement, or any applicable agreement
          in
          the case of a Servicing Function Participant, as the case may be, such
          party
          shall provide an Officer’s Certificate covering the portion of the reporting
          period for which it is served pursuant to this Section 3.24 or to such
          applicable agreement, as the case may be, notwithstanding any such termination,
          assignment or resignation. 

        


        
          
            
              
              

            

            
              -82-

              
                

              

            

            
              
              

            

          

        

        


         

        (c) The
          Servicer shall indemnify and hold harmless the Trustee, the Master Servicer,
          the
          Securities Administrator, the Depositor and their respective officers,
          directors, agents and affiliates from and against any losses, damages,
          penalties, fines, forfeitures, reasonable legal fees and related costs,
          judgments and other costs and expenses arising out of or based upon a breach
          by
          the Servicer or any of its officers, directors, agents or affiliates of
          its
          obligations under this Section 3.24 or the negligence, bad faith or willful
          misconduct of the Servicer in connection therewith. If the indemnification
          provided for herein is unavailable or insufficient to hold harmless the
          Trustee,
          the Master Servicer, the Securities Administrator and the Depositor, then
          the
          Servicer agrees that it shall contribute to the amount paid or payable
          by the
          Trustee, the Master Servicer, the Securities Administrator, the Depositor
          or
          their respective officers, directors, agents or affiliates as a result
          of the
          losses, claims, damages or liabilities of any such party in such proportion
          as
          is appropriate to reflect the relative fault of such party or parties on
          the one
          hand and the Servicer on the other in connection with a breach of the Servicer’s
          obligations under this Section 3.24 or the Servicer’s negligence, bad faith or
          willful misconduct in connection therewith.

         

        Section
          3.25 Master
          Servicer to Act as Servicer. (a)  Subject to Section 7.02, in
          the event that the Servicer shall for any reason no longer be the Servicer
          hereunder (including by reason of an Event of Default), the Master Servicer
          or
          its successor shall thereupon assume all of the rights and obligations
          of the
          Servicer hereunder arising thereafter, except that the Master Servicer
          shall not
          be (i) liable for losses of the predecessor Servicer pursuant to
          Section 3.10 or any acts or omissions of the predecessor Servicer
          hereunder, (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 pursuant to Section 2.03 or (iv) deemed to
          have made any representations and warranties of the Servicer hereunder.
          Any such
          assumption shall be subject to Section 7.02.

         

        (b) Every
          Subservicing Agreement entered into by the Servicer shall contain a provision
          giving the successor servicer the option to terminate such agreement in
          the
          event a successor servicer is appointed.

         

        (c) If
          the
          Servicer shall for any reason no longer be the Servicer (including by reason
          of
          any Event of Default), the Master Servicer or the Trustee (as successor
          master
          servicer), as applicable, (or any other successor servicer) may, at its
          option,
          succeed to any rights and obligations of the Servicer under any Subservicing
          Agreement in accordance with the terms thereof; provided,
          that
          the Master Servicer or the Trustee (as successor master servicer), as
          applicable, (or any other successor servicer) shall not incur any liability
          or
          have any obligations in its capacity as successor servicer under a Subservicing
          Agreement arising prior to the date of such succession unless it expressly
          elects to succeed to the rights and obligations of the Servicer thereunder;
          and
          the Servicer shall not thereby be relieved of any liability or obligations
          under
          the Subservicing Agreement arising prior to the date of such
          succession.

         

        (d) The
          Servicer shall, upon request of the Master Servicer or the Trustee (as
          successor
          master servicer), as applicable, but at the expense of the Servicer, deliver
          to
          the assuming party all documents and records relating to each Subservicing
          Agreement (if any) and the Mortgage Loans then being serviced thereunder
          and an
          accounting of amounts collected and held by it, and otherwise use its best
          efforts to effect the orderly and efficient transfer of the Subservicing
          Agreement to the assuming party.

        


        
          
            
              
              

            

            
              -83-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          3.26 Compensating
          Interest. The Servicer shall remit to the Master Servicer on each Remittance
          Date an amount from its own funds equal to the Compensating Interest payable
          by
          the Servicer for the related Distribution Date.

         

        Section
          3.27 Credit
          Reporting; Gramm-Leach-Bliley Act. (a)  With respect to each
          Mortgage Loan serviced by it, the Servicer agrees to fully furnish, in
          accordance with the Fair Credit Reporting Act and its implementing regulations,
          accurate and complete information (e.g., favorable and unfavorable) on
          the
          primary borrower of such Mortgage Loan to Equifax, Experian and TransUnion
          Credit Information Company (three of the credit repositories) on a monthly
          basis.

         

        (b) The
          Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
          and all applicable regulations promulgated thereunder, relating to the
          Mortgage
          Loans and the related borrowers and shall provide all required notices
          thereunder.

         

        Section
          3.28 [Reserved].

         

        Section
          3.29 Notifications
          to Parties. The Servicer shall promptly notify the Master Servicer and the
          Depositor (i) of any legal proceedings pending against the Servicer of
          the type
          described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Servicer
          shall become (but only to the extent not previously disclosed to the Master
          Servicer and the Depositor) at any time an affiliate of any of the parties
          listed on Exhibit T to this Agreement. If so requested by the Master Servicer
          or
          the Depositor on any date following the date on which information was first
          provided to the Master Servicer and the Depositor, pursuant to the preceding
          sentence, the Servicer shall within five Business Days following such request,
          confirm in writing that except as disclosed in writing to the Master Servicer,
          the Depositor, the Trustee, and the Securities Administrator, prior to
          the
          Closing Date: (i) Wells Fargo is not aware and has not received notice
          that any
          default, early amortization or other performance triggering event has occurred
          as to any other securitization due to any act or failure to act of Wells
          Fargo;
          (ii) Wells Fargo has not been terminated as servicer in a residential mortgage
          loan securitization, either due to a servicing default or to application
          of a
          servicing performance test or trigger; (iii) no material noncompliance
          with the
          relevant servicing criteria with respect to other securitizations of residential
          mortgage loans involving Wells Fargo as servicer has been disclosed or
          reported
          by Wells Fargo; (iv) no material changes to Wells Fargo’s policies or procedures
          with respect to the servicing function it will perform under this Agreement
          for
          mortgage loans of a type similar to the Mortgage Loans have occurred during
          the
          three-year period immediately preceding the Closing Date; (v) there are
          no
          aspects of Wells Fargo’s financial condition that could have a material adverse
          effect on the performance by Wells Fargo’s financial condition that could have a
          material adverse effect on the performance by Wells Fargo of its servicing
          obligations under this Agreement and (vi) there are no affiliations,
          relationships or transactions relating to Wells Fargo or any Subservicer
          with
          any party listed on Exhibit T hereto, other than its affiliation with the
          Securities Administrator, the Master Servicer, the Custodian and the Originator,
          or, the Servicer shall, if such a representation and warranty is not accurate
          as
          of the date of such request, provide reasonable adequate disclosure of
          the
          pertinent facts, in writing, to the requesting party. 

        


        
          
            
              
              

            

            
              -84-

              
                

              

            

            
              
              

            

          

        

        


        
           

          The
            Servicer shall provide to the Master Servicer and the Depositor prompt
            notice of
            the occurrence of any of the following: (i) any event of default under
            the terms
            of this Agreement; (ii) any merger, consolidation or sale of substantially
            all
            of the assets of the Servicer; (iii) the Servicer’s engagement of any
            Subservicer or Subcontractor; (iv) any material litigation involving
            the
            Servicer; and (v) any affiliation or other significant relationship between
            the
            Servicer and other transaction parties.

           

          Section
            3.30 Indemnification.
            (a) Each
            of
            the Depositor, the Servicer, the Master Servicer, the Securities Administrator,
            the Custodian, the Trustee (only in the case of any failure to deliver
            any
            information, data or materials required to be included in any Additional
            Form
            10-D Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure
            Information that the Trustee is obligated to provide, and only with respect
            to
            the Depositor, the Master Servicer and the Securities Administrator)
            and any
            Servicing Function Participant (each, an “Indemnifying Party”) engaged by any
            such party, shall indemnify and hold harmless each 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, 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
            pursuant
            to this Agreement including any material misstatement or material omission
            in
            (i) any annual statement of compliance, annual assessment of compliance
            with
            Servicing Criteria or attestation report delivered by it, or by any Servicing
            Function Participant engaged by it, pursuant to this Agreement, or (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 Servicer, 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 Servicer, 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 Servicer, 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 Servicer, 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.

         

        
          
            
            

          

          
            -85-

            
              

            

          

          
            
            

          

        

        ARTICLE
          IV

         

        DISTRIBUTIONS
          AND

        ADVANCES
          BY THE SERVICER

         

        Section
          4.01 Advances.
          (a)  The amount of P&I Advances to be made by the Servicer for any
          Remittance Date shall equal, subject to Section 4.01(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) On
          each
          Remittance Date, the Servicer shall remit in immediately available funds
          to the
          Master Servicer 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 4.01, 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
          Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts
          Held
          for Future Distribution and so used shall be appropriately reflected in
          the
          Servicer’s records and replaced by the Servicer by deposit in the Collection
          Account on or before any future Remittance Date to the extent
          required.

         

        (c) The
          obligation of the 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) Notwithstanding
          anything herein to the contrary, no P&I Advance or Servicing Advance shall
          be required to be made hereunder by the Servicer if such P&I Advance or
          Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
          Nonrecoverable Servicing Advance. The determination by the 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 Servicer delivered to the Master Servicer. In addition, the Servicer
          shall not be required to advance any Relief Act Interest
          Shortfalls.

        


        
          
            
              
              

            

            
              -86-

              
                

              

            

            
              
              

            

          

        

        


         

        (e) Except
          as
          otherwise provided herein, the Servicer shall be entitled to reimbursement
          pursuant to Section 3.11 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.

         

        (f) On
          each
          Remittance Date, the Master Servicer shall deposit in the Distribution
          Account
          all funds remitted to it by the Servicer pursuant to Sections 3.11(a)(i),
          Section 3.26 and this Section 4.01. The Securities Administrator may retain
          or
          withdraw from the Distribution Account, (i) amounts necessary to reimburse
          the
          Servicer pursuant to this Agreement, (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 and any investment income earned on amounts in the Distribution
          Account
          during the Securities Administrator Float Period, (iii) an amount to indemnify
          the Master Servicer , the Securities Administrator or the Servicer 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 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 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, the Trustee, the Master Servicer, the 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
          Supplemental Interest Trust and the holders of each Class of LIBOR
          Certificates in the following order of priority:

         

        (A) from
          the
          Interest Remittance Amount, 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;

         

        (B) concurrently:

        


        
          
            
              
              

            

            
              -87-

              
                

              

            

            
              
              

            

          

        

        


        
           

          (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)(B)(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)(B)(1) or (i)(B)(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

         

        (C) from
          any
          remaining Interest Remittance Amount after taking into account the distributions
          made under clauses (i)(A) and (i)(B) 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:

         

        (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)(A) 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);


        


        
          
            
              
              

            

            
              -88-

              
                

              

            

            
              
              

            

          

        

        


         

        (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; 

         

        (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)(A) 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); and

         

        (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:

         

        (A)
          to
          the Class A Certificates, any Senior Interest Payment Amount not paid pursuant
          to clause (a)(i)(B) 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;

        


        
          
            
              
              

            

            
              -89-

              
                

              

            

            
              
              

            

          

        

        


         

        (B) sequentially,
          to each Class of Class M Certificates, in ascending order by numerical
          Class designation, to the extent not paid for such Distribution Date pursuant
          to
          Section 4.02(a)(i)(C), any Interest Payment Amount for any such
          Class;

         

        (C) sequentially,
          to 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; 

         

        (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 for such Distribution
          Date,
          allocated in the same order and priority as set forth in clauses (a)(i)(B)
          and
          (a)(i)(C) of this Section 4.02;

         

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

         

        (G) on
          the
          Distribution Date occurring in July 2010 (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;

         

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

         

        (I) 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 (H); and

         

        (J) 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 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 Principal Payment Amount 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), except that the remaining Certificate Group’s Senior Principal
          Payment Amount will be computed without regard to that Certificate Group’s
          Principal Payment Amount.

         

        


        
          
            
              
              

            

            
              -90-

              
                

              

            

            
              
              

            

          

        

        


        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;

         

        (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

        


        
          
            
              
              

            

            
              -91-

              
                

              

            

            
              
              

            

          

        

        


         

        (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)(A),
          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)(B)
          and
          (a)(i)(C) 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 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;

         

        (v) to
          the
          extent not paid and in the order of priority provided in clause (a)(iii)(C)
          of
          this Section 4.02, sequentially, to 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 and in the order of priority provided in 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 and in the order of priority provided in clause (a)(iii)(E)
          of
          this Section 4.02, to the LIBOR 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 and in the order of priority provided in clause (a)(iii)(F)
          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;

        


        
          
            
              
              

            

            
              -92-

              
                

              

            

            
              
              

            

          

        

        


         

        (x) to
          the
          extent not paid and in the order of priority provided in clause (a)(iii)(H)
          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)(I) 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 in
          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.

         

        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 Servicer,
          the
          Depositor, the Credit Risk Manager, the Trustee, the Derivative Counterparty
          and
          each Rating Agency a statement, based on information provided by the Servicer
          and the Derivative Counterparty, setting forth with respect to the related
          distribution:

         

        (i) the
          amount thereof allocable to principal, 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 Servicer, any Subservicer and the Master Servicer with
          respect
          to such Distribution Date;

         

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

        


        
          
            
              
              

            

            
              -93-

              
                

              

            

            
              
              

            

          

        

        


        
           

          (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
            calculated
            in accordance with the OTS method (regardless of the format used by the
            Servicer
            to report to the Securities Administrator);

           

        

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

         

        (xiv) 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.;

         

        (xv) 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;

         

        (xvi) the
          Overcollateralization Amount and Overcollateralization Target
          Amount;

         

        (xvii) Prepayment
          Charges collected by the Servicer;

         

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

         

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

        


        
          
            
              
              

            

            
              -94-

              
                

              

            

            
              
              

            

          

        

        


         

        (xx) the
          aggregate amount of any insurance claim payments received with respect
          to any
          Primary Mortgage Insurance Policy during the related Collection Period;
          and

         

        (xxi) 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.

         

        (a) 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
          Servicer on mortgage loans similar to the Mortgage Loans. By way of example,
          a
          Mortgage Loan would be delinquent with respect to a Scheduled Payment due
          on a
          Due Date if such Scheduled Payment is not made by the close of business
          on the
          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.

         

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

         

        (c) Within
          a
          reasonable period of time after the end of each calendar year, the Securities
          Administrator shall, upon request, cause to be furnished to each Person
          who at
          any time during the calendar year was a Certificateholder, a statement
          containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vi)
          of this Section 4.03 aggregated for such calendar year or applicable
          portion thereof during which such Person was a Certificateholder. Such
          obligation of the Securities Administrator shall be deemed to have been
          satisfied to the extent that substantially comparable information shall
          have
          previously been provided by the Securities Administrator pursuant to any
          requirements of the Code as from time to time in effect.

        


        (d) On
          the
          10th
          day of
          each calendar month (or, if such 10th
          day is
          not a Business Day, then on the next succeeding Business Day), the Servicer
          shall furnish to the Master Servicer (i) a monthly remittance advice in
          the
          format set forth in Exhibit N-1 hereto, (ii) a monthly defaulted loan report
          in
          the format set forth in Exhibit N-2 hereto (or in such other format mutually
          agreed to between the Servicer and the Master Servicer) and (iii) a realized
          loss report in the format set forth in Exhibit N-3 hereto (or in such other
          format mutually agreed to between the Servicer and the Master Servicer)
          relating
          to the period ending on the last day of the preceding calendar month in
          a media
          reasonably acceptable to the Master Servicer. 

        


        
          
            
              
              

            

            
              -95-

              
                

              

            

            
              
              

            

          

        

        


        
           

          The
            Depositor shall have the right upon providing ten Business Days prior
            written
            notice to the Servicer to receive any report provided by the Servicer
            to the
            Master Servicer under this Section 4.03(d) and to disseminate or otherwise
            utilize such information in its discretion, subject to applicable laws
            and
            regulations.

           

          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.
            Until
            all of the LIBOR Certificates are paid in full, the Securities Administrator
            will at all times retain at least four Reference Banks for the purpose
            of
            determining LIBOR with respect to each LIBOR Determination Date. The
            Securities
            Administrator initially shall designate the Reference Banks (after consultation
            with the Depositor). Each “Reference
            Bank”
shall
            be a leading bank engaged in transactions in Eurodollar deposits in the
            international Eurocurrency market, shall not control, be controlled by,
            or be
            under common control with, the Securities Administrator and shall have
            an
            established place of business in London. If any such Reference Bank should
            be
            unwilling or unable to act as such or if the Securities Administrator
            should
            terminate its appointment as Reference Bank, the Securities Administrator
            shall
            promptly appoint or cause to be appointed another Reference Bank (after
            consultation with the Depositor). The Securities Administrator shall
            have no
            liability or responsibility to any Person for (i) the selection of any
            Reference Bank for purposes of determining LIBOR or (ii) any inability to
            retain at least four Reference Banks which is caused by circumstances
            beyond its
            reasonable control.

           


        

        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 formulae appearing in footnotes corresponding
          to the LIBOR Certificates in the table relating to the Certificates in
          the
          Preliminary Statement. The Securities Administrator shall not have any
          liability
          or responsibility to any Person for its inability, following a good-faith
          reasonable effort, to obtain quotations from the Reference Banks or to
          determine
          the arithmetic mean referred to in the definition of LIBOR, all as provided
          for
          in this Section 4.04 and the definition of LIBOR. The establishment of
          LIBOR and each Interest Rate for the LIBOR Certificates by the Securities
          Administrator shall (in the absence of manifest error) be final, conclusive
          and
          binding upon each Holder of a Certificate and the Trustee.

         

        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 Supplemental Interest Trust Trustee
          for the
          benefit of the Class X Certificateholders. The Securities Administrator
          is
          hereby appointed Supplemental Interest Trust Trustee. The Supplemental
          Interest
          Trust Trustee shall establish an account (the “Supplemental Interest Trust
          Account”) consisting of two sub-accounts (the “Swap
          Account”
and
          the
“Cap
          Account,”
          respectively), 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 Supplemental Interest Trust Trustee 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.

        


        
          
            
              
              

            

            
              -96-

              
                

              

            

            
              
              

            

          

        

        


         

        (c) The
          Supplemental Interest Trust Trustee shall deposit into the Swap Account
          any Net
          Derivative Payment required pursuant to Sections 4.02(a)(i)(A),
          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)(A), 4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a)
          and
          4.02(a)(iii)(H), 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
          Supplemental Interest Trust Trustee 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
          Supplemental Interest Trust Trustee, 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 Wells Fargo Advantage Prime Investment
          Money
          Market Fund or a comparable investment vehicle. 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.

         

        (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
          Supplemental Interest Trust Trustee, 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 Cap Account,
          such
          funds shall be invested in the Wells Fargo Advantage Prime Investment Money
          Market Fund or a comparable investment vehicle. 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.

        


        
          
            
              
              

            

            
              -97-

              
                

              

            

            
              
              

            

          

        

         

        


        
           

          (g) Funds
            required to be held pursuant to the Credit Support Annex shall be deposited
            into
            the Collateral Account. Funds in the form of cash 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 at the written direction of the Cap Counterparty and/or Swap
            Counterparty, as applicable. 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 Supplemental Interest
            Trust Trustee 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 Wells Fargo Advantage Prime Investment
            Money
            Market Fund or a comparable investment vehicle. 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).

         

        (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.

        


        
          
            
              
              

            

            
              -98-

              
                

              

            

            
              
              

            

          

        

        


        
           

          (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
            Supplemental Interest Trust Trustee shall, no later than the next Business
            Day
            following such failure, breach or occurrence, to the extent it has actual
            knowledge, of any such failure, breach or occurrence, notify the Swap
            Counterparty or Cap Counterparty, as applicable, 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 Supplemental
            Interest Trust Trustee shall, to the extent it has actual knowledge,
            of any such
            failure, breach or occurrence, 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 Supplemental Interest Trust Trustee (A) to deposit any
          Net
          Derivative Payment required pursuant to Sections 4.02(a)(i)(A),
          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)(A), 4.02(a)(ii)(A)(a),
          4.02(a)(ii)(B)(a) and 4.02(a)(iii)(H), 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.

         

        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 Supplemental Interest Trust Trustee (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. 

        


        
          
            
              
              

            

            
              -99-

              
                

              

            

            
              
              

            

          

        

         

        (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 Supplemental Interest Trust Trustee 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 “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 Supplemental
          Interest Trust Trustee (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.
          

         

        
          
            
            

          

          
            -100-

            
              

            

          

          
            
            

          

        

        (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
          Supplemental Interest Trust Trustee 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

         

        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.

         

        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 related Record 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.

         

        
          
            
            

          

          
            -101-

            
              

            

          

          
            
            

          

        

         

        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.

         

        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, the
          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, the 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.

        


        
          
            
              
              

            

            
              -102-

              
                

              

            

            
              
              

            

          

        

        


         

        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, the 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 the 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.

        


        
          
            
              
              

            

            
              -103-

              
                

              

            

            
              
              

            

          

        

        


         

        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 prior to the termination
          of
          the Cap Agreement and the Swap Agreement 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
          prior to the termination of the Cap Agreement and the Swap Agreement 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.

         

        
          
            
            

          

          
            -104-

            
              

            

          

          
            
            

          

        

        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, the 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:

         

        (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;

        


        
          
            
              
              

            

            
              -105-

              
                

              

            

            
              
              

            

          

        

         

        (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 Investment 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.

         

        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 the 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.

         

        
          
            
            

          

          
            -106-

            
              

            

          

          
            
            

          

        

        (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.

         

        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 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
          Servicer, 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.

         

        
          
            
            

          

          
            -107-

            
              

            

          

          
            
            

          

        

        (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 the Securities Administrator that such Certificate has been acquired
          by a
          bona fide purchaser, the Securities Administrator shall execute, authenticate
          and deliver, in exchange for or in lieu of any such mutilated, destroyed,
          lost
          or stolen Certificate, a new Certificate of like Class, tenor and Percentage
          Interest. In connection with the issuance of any new Certificate under
          this
          Section 5.03, the Securities Administrator may require the payment of a sum
          sufficient to cover any tax or other governmental charge that may be imposed
          in
          relation thereto and any other expenses (including the fees and expenses
          of the
          Securities Administrator) connected therewith. Any replacement Certificate
          issued pursuant to this Section 5.03 shall constitute complete and
          indefeasible evidence of ownership, as if originally issued, whether or
          not the
          lost, stolen or destroyed Certificate shall be found at any time.

         

        Section
          5.04 Persons
          Deemed Owners. The Trustee, the Depositor, the Securities Administrator and
          any agent of the Trustee, the Depositor or the Securities Administrator
          may
          treat the Person in whose name any Certificate is registered as the owner
          of
          such Certificate for the purpose of receiving distributions as provided
          in this
          Agreement and for all other purposes whatsoever, and neither the Trustee,
          the
          Depositor, the Securities Administrator nor any agent of the Trustee, the
          Depositor or the Securities Administrator shall be affected by any notice
          to the
          contrary.

         

        Section
          5.05 Access
          to List of Certificateholders’ Names and Addresses. If three or more
          Certificateholders (a) request such information in writing from the
          Securities Administrator, (b) state that such Certificateholders desire to
          communicate with other Certificateholders with respect to their rights
          under
          this Agreement or under the Certificates and (c) provide a copy of the
          communication which such Certificateholders propose to transmit, or if
          the
          Depositor or the 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
          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.

         

        
          
            
            

          

          
            -108-

            
              

            

          

          
            
            

          

        

        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 Sixth
          Street and Marquette Avenue, Minneapolis, Minnesota 55479 for such purposes.
          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 AND THE SERVICER

         

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

         

        Section
          6.02 Merger
          or Consolidation of the Depositor or the Servicer. (a) The Depositor
          and the Servicer will each keep in full effect its existence, rights and
          franchises as a corporation, under the laws of the United States or under
          the
          laws of one of the states thereof and will each obtain and preserve its
          qualification to do business as a foreign corporation in each jurisdiction
          in
          which such qualification is or shall be necessary to protect the validity
          and
          enforceability of this Agreement, or any of the Mortgage Loans and to perform
          its respective duties under this Agreement.

         

        (b) The
          Servicer is and shall continue to be an institution which is a Fannie
          Mae-approved and Freddie Mac-approved seller/servicer, shall maintain a
          net
          worth of at least $30,000,000 (as determined in accordance with generally
          accepted accounting principles) and shall maintain its license to do business
          or
          service residential mortgage loans in any jurisdictions in which the Mortgaged
          Properties are located.

         

        (c) Any
          Person into which the Depositor or the Servicer may be merged or consolidated,
          or any Person resulting from any merger or consolidation to which the Depositor
          or the Servicer shall be a party, or any person succeeding to the business
          of
          the Depositor or the Servicer, shall be the successor of the Depositor
          or the
          Servicer, as the case may be, hereunder, without the execution or filing
          of any
          paper or any further act on the part of any of the parties hereto, anything
          herein to the contrary notwithstanding; provided,
          however,
          that
          the successor or surviving Person to the Servicer shall make the covenant
          set
          forth in Section 6.02(a) and (b).

         

        Section
          6.03 Limitation
          on Liability of the Depositor, the Servicer and Others. 
          Neither
          the Depositor, the Servicer, nor any of their 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, the Servicer or any such
          Person
          against any breach of representations or warranties made by it herein or
          protect
          the Depositor, the Servicer 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, the Servicer 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, the Servicer 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
          negligence (or gross negligence in the case of the Depositor) in the performance
          of duties hereunder or by reason of reckless disregard of obligations and
          duties
          hereunder. Neither the Depositor nor the Servicer shall 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 and
          the
          Servicer shall be entitled to be reimbursed therefor out of the Collection
          Account.

        


        
          
            
              
              

            

            
              -109-

              
                

              

            

            
              
              

            

          

        

        


         

        Section
          6.04 Limitation
          on Resignation of the Servicer. 
          Subject
          to Section 7.01, the Servicer shall not assign this Agreement or resign
          from the obligations and duties hereby imposed on it except by mutual consent
          of
          the Servicer, the Depositor, the Master Servicer and the Securities
          Administrator with prior written notice to the Trustee or upon the determination
          that its duties hereunder are no longer permissible under applicable law
          and
          such incapacity cannot be cured by the Servicer. Any such resignation shall
          not
          relieve the Servicer of responsibility for any of the obligations specified
          in
          Sections 7.01 and 7.02 as obligations that survive the resignation or
          termination of the Servicer. Any such determination permitting the resignation
          of the Servicer shall be evidenced by an Opinion of Counsel to such effect
          delivered to the Depositor, the Securities Administrator, the Trustee and
          the
          Master Servicer which Opinion of Counsel shall be in form and substance
          acceptable to the Depositor, the Securities Administrator and the Master
          Servicer. No such resignation shall become effective until a successor
          shall
          have assumed the Servicer’s responsibilities and obligations hereunder.


         

        Section
          6.05 Additional
          Indemnification by the Servicer; Third Party Claims. 
          Notwithstanding the limitations set forth in Section 6.03, the Servicer
          shall
          indemnify the Depositor, the Master Servicer, the Securities Administrator,
          the
          Trustee, the Trust Fund and any Affiliate, director, officer, employee
          or agent
          of the Depositor and hold each of them harmless against any and all claims,
          losses, damages, penalties, fines, forfeitures, reasonable and necessary
          legal
          fees and related costs, judgments, and any other costs, fees and expenses
          that
          any of them may sustain in any way related to any breach by the Servicer,
          of
          (i) any of its representations and warranties referred to in
          Section 2.03(a), (ii) any error in any tax or information return
          prepared by the Servicer, (iii) the failure of the Servicer to perform its
          duties and service the Mortgage Loans in compliance with the terms of this
          Agreement or (iv) any failure by the Servicer, any Subservicer or any
          Subcontractor to deliver any information, report, certification, accountants’
letter or other material when and as required under this Agreement, including
          any report under Sections 3.22, 3.23, 3.24 and 3.29 or any failure by the
          Servicer to identify pursuant to Section 3.02(c) any Subcontractor that
          is a
          Servicing Function Participant. The Servicer immediately shall notify the
          Depositor, the Master Servicer, the Securities Administrator and the Trustee
          if
          a claim is made by a third party with respect to this Agreement or the
          Mortgage
          Loans, assume (solely with the prior written consent of the indemnified
          party in
          the event of an indemnified claim) the defense of any such claim and pay
          all
          expenses in connection therewith, including counsel fees, and promptly
          pay,
          discharge and satisfy any judgment or decree which may be entered against
          it or
          the Depositor, the Master Servicer, the Securities Administrator or the
          Trustee
          in respect of such claim. In the case of any failure of performance described
          in
          clause (iv) of this Section 6.05, the Servicer shall promptly reimburse
          the
          Trustee, the Master Servicer, the Securities Administrator or the Depositor,
          as
          applicable, and each Person responsible for the preparation, execution
          or filing
          of any report required to be filed with the Commission with respect to
          the
          transaction relating to this Agreement, or for execution of a certification
          pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
          respect
          to this transaction, for all costs reasonably incurred by each such party
          in
          order to obtain the information, report, certification, accountants’ letter or
          other material not delivered as required by the Servicer, any Subservicer
          or any
          Subcontractor. This indemnity shall survive the termination of this Agreement
          and the earlier resignation or removal of the Servicer and the parties
          indemnified by the Servicer under this paragraph.

        


        
          
            
              
              

            

            
              -110-

              
                

              

            

            
              
              

            

          

        

        


        Section
          6.06 Compliance
          with Regulation AB; Cooperation of Parties. Notwithstanding any other
          provision of this Agreement, the Servicer acknowledges and agrees that
          the
          purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.29, 6.05, 7.01(i) and 8.12
          and
          Exhibit S of this Agreement is to facilitate compliance by the Securities
          Administrator, the Master Servicer and the Depositor with the provisions
          of
          Regulation AB. Therefore, the Servicer agrees that (a) the obligations
          of the
          Servicer hereunder shall be interpreted in such a manner as to accomplish
          that
          purpose, (b) such obligations may change over time due to interpretive
          advice or
          guidance of the Commission, convention or consensus among active participants
          in
          the asset-backed securities markets, advice of counsel, or otherwise in
          respect
          of the requirements of Regulation AB, (c) the Servicer shall agree to enter
          into
          such amendments to this Agreement as may be necessary, in the judgment
          of the
          Servicer, the Depositor, the Master Servicer and the Securities Administrator
          and their respective counsel, to comply with such interpretive advice or
          guidance, convention, consensus, advice of counsel, or otherwise, (d) the
          Servicer shall otherwise comply with requests made by the Securities
          Administrator, the Master Servicer or the Depositor, and mutually agreed
          upon by
          the Servicer, for delivery of additional or different information reasonably
          available to the Servicer as such parties may determine in good faith is
          necessary to comply with the provisions of Regulation AB and (e) the
Servicer
          shall (i) agree to such modifications and enter into such amendments to
          this
          Agreement as may be necessary, in the judgment of the Depositor, the Master
          Servicer and
          the
          Securities Administrator and
          their
          respective counsel
          and
          mutually agreed upon by the Servicer, to
          comply
          with any such clarification, interpretive guidance, convention or consensus
          and
          (ii) promptly
          upon request provide to the Depositor or the Securities Administrator for
          inclusion in any periodic report required to be filed under the Securities
          Exchange Act, such items of information reasonably available to the Servicer
          regarding this Agreement and matters related to the Servicer (collectively,
          the
“Servicer Information”), provided
          that
          such
          information shall be required to be provided by the Servicer only to the
          extent
          that such shall be determined by the Depositor or the Master Servicer in
          its
          sole discretion and its counsel to be necessary or advisable to comply
          with any
          Commission and industry guidance and convention.

         

        
          
            
            

          

          
            -111-

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          VII

         

        DEFAULT

         

        Section
          7.01 Events
          of Default. “Event
          of Default”,
          wherever used herein, means any one of the following events:

         

        (a) any
          failure by the Servicer to remit to the Master Servicer any payment required
          to
          be made under the terms of this Agreement which continues unremedied for
          a
          period of two Business Days after the date upon which written notice of
          such
          failure, requiring the same to be remedied, shall have been given to the
          Servicer by the Depositor or by the Master Servicer, or to the Servicer,
          the
          Depositor, the Master Servicer, the Securities Administrator and the Trustee
          by
          Certificateholders entitled to at least 25.00% of the Voting Rights in
          the
          Certificates; or

        
        

        (b) subject
          to clause (i) of this Section 7.01, the failure on the part of the Servicer
          duly
          to observe or perform in any material respect any other of the covenants
          or
          agreements on the part of the Servicer set forth in this Agreement which
          continues unremedied for a period of sixty days (except that such
          number of days shall be fifteen in the case of a failure to pay any premium
          for
          any insurance policy required to be maintained under this Agreement)
          after the earlier of (i) the date on which written notice of such
          failure, requiring the same to be remedied, shall have been given to the
          Servicer by the Depositor or by the Master Servicer, or to the Servicer,
          the
          Depositor, the Master Servicer, the Securities Administrator and the Trustee
          by
          Certificateholders entitled to at least 25.00% of the Voting Rights in
          the
          Certificates and (ii) actual knowledge of such failure by a Servicing
          Officer of the Servicer; or

         

        (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, marshalling of assets and liabilities
          or
          similar proceedings, or for the winding-up or liquidation of its affairs,
          shall
          have been entered against the Servicer and such decree or order shall have
          remained in force undischarged or unstayed for a period of sixty
          consecutive days; or

         

        (d) the
          Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to the Servicer
          or
          of or relating to all or substantially all of its property; or

         

        
          
            
            

          

          
            -112-

            
              

            

          

          
            
            

          

        

        (e) the
          Servicer shall admit in writing its inability generally 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; or

         

        (f) any
          failure of the Servicer to make any P&I Advance on any Remittance Date
          required to be made from its own funds pursuant to Section 4.01 which
          continues unremedied for one Business Day immediately following the Remittance
          Date; or

         

        (g) a
          breach
          of any representation and warranty of the Servicer referred to in
          Section 2.03(a) (including those representations and warranties set forth
          in Exhibit Q and referenced therein), which materially and adversely affects
          the
          interests of the Certificateholders and which continues unremedied for
          a period
          of thirty days after the date upon which written notice of such breach is
          given to the Servicer by the Master Servicer or by the Depositor, or to
          the
          Servicer, the Master Servicer, the Depositor, the Securities Administrator
          and
          the Trustee by Certificateholders entitled to at least 25.00% of the Voting
          Rights in the Certificates; or

         

        (h) Fitch
          reduces its primary subprime servicer rating of the Servicer to “RPS3-“ or
          lower, Moody’s reduces its primary subprime servicer rating of the Servicer to
“SQ3” or lower, or Standard & Poor’s reduces its primary subprime servicer
          rating of the Servicer to “Average” or lower, and any such downgrade continues
          unremedied for a period of ninety days; or 

         

        (i) any
          failure by the Servicer to duly perform, within the required time period,
          its
          obligations under Sections 3.02, 3.22, 3.23, 3.24, 3.29 or 8.12 or any
          other
          information, data or materials required to be provided hereunder, including
          any
          items required to be included in any Exchange Act report; provided, that
          in any
          given year in which the Servicer has received written confirmation from
          the
          Depositor that a Form 10-K is not required to be filed with the Commission
          in
          respect of the Trust for the preceding calendar year, there shall be a
          ten (10)
          day cure period applicable to the reporting requirements under Section
          3.22 and
          3.23; or

         

        If
          an
          Event of Default described in clauses (a) through (i) of this
          Section 7.01 shall occur, then, and in each and every such case, so long as
          such Event of Default shall not have been remedied, the Master Servicer
          (or, if
          the Master Servicer and the Servicer are the same entity, the Trustee)
          may, or
          at the direction of a majority of the Voting Rights shall, by notice in
          writing
          to the Servicer related to such Event of Default (with a copy to each Rating
          Agency and the Derivative Counterparty), terminate all of the rights and
          obligations of the Servicer under this Agreement and in and to the Mortgage
          Loans and the proceeds thereof, other than its rights as a Certificateholder
          hereunder; provided,
          however,
          that
          the Master Servicer or the Trustee (as successor master servicer), as
          applicable, shall not be required to give written notice to the Servicer
          of the
          occurrence of an Event of Default described in clauses (b) through
          (j) of this Section 7.01 unless and until a Responsible Officer of the
          Master Servicer or the Trustee (as successor master servicer), as applicable,
          has actual knowledge of the occurrence of such an event; provided further,
          that
          the Depositor shall give written notice to the Servicer, Master Servicer
          and the
          Trustee of the occurrence of an Event of Default described in
          clause (h) of this Section 7.01 upon obtaining actual knowledge
          of the occurrence of such an event. In the event that a Responsible Officer
          of
          the Master Servicer or the Trustee (as successor master servicer), as
          applicable, has actual knowledge of the occurrence of an event of default
          described in clause (a) or (f) of this Section 7.01, the Master
          Servicer or the Trustee (as successor master servicer), as applicable,
          shall
          give written notice to the Servicer of the occurrence of such an event
          within
          one Business Day of the first day on which such Responsible Officer obtains
          actual knowledge of such occurrence. On and after receipt by the Servicer
          of
          such written notice, all authority and power of the Servicer hereunder,
          whether
          with respect to the Mortgage Loans or otherwise, shall pass to and be vested
          in
          the Master Servicer or the Trustee (as successor master servicer), as
          applicable,. Subject to Section 7.02, the Master Servicer or the Trustee
          (as successor master servicer), as applicable, is hereby authorized and
          empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
          or otherwise, any and all documents and other instruments, and to do or
          accomplish all other acts or things necessary or appropriate to effect
          the
          purposes of such notice of termination, whether to complete the transfer
          and
          endorsement or assignment of the Mortgage Loans and related documents,
          or
          otherwise. Unless expressly provided in such written notice, no such termination
          shall affect any obligation of the Servicer to pay amounts owed pursuant
          to
          Article VIII. The Servicer agrees to cooperate with the Master Servicer or
          the Trustee, as applicable, in effecting the termination of the Servicer’s
          responsibilities and rights hereunder, including, without limitation, the
          transfer to the Master Servicer or the Trustee (as successor master servicer),
          as applicable, of all cash amounts which shall at the time be credited
          to the
          Collection Account, or thereafter be received with respect to the Mortgage
          Loans.

        


        
          
            
              
              

            

            
              -113-

              
                

              

            

            
              
              

            

          

        

        


         

        Notwithstanding
          any termination of the activities of the Servicer hereunder, the Servicer
          shall
          be entitled to receive from the Trust Fund, prior to transfer of its servicing
          obligations hereunder, payment of all accrued and unpaid Servicing Fees
          and
          reimbursement for all outstanding P&I Advances and Servicing
          Advances.

         

        Section
          7.02 Master
          Servicer to Act; Appointment of Successor. On and after the time the
          Servicer receives a notice of termination pursuant to Section 3.25 or
          Section 7.01, the Master Servicer or the Trustee (as successor master
          servicer) , as applicable, shall, subject to and to the extent provided
          in
          Section 3.05, and 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 7.02, be the successor to the Servicer
          in its
          capacity as servicer under this Agreement and the transactions set forth
          or
          provided for herein and shall be subject to all the responsibilities, duties
          and
          liabilities relating thereto placed on the Servicer by the terms and provisions
          hereof and applicable law, including the obligation to make P&I Advances and
          Servicing Advances pursuant to Section 3.25 or Section 7.01. 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 Accepted Servicing Practices. As compensation
          therefor, the Master Servicer or the Trustee (as successor master servicer),
          as
          applicable, shall be entitled to all funds relating to the Mortgage Loans
          that
          the Servicer would have been entitled to charge to the Collection Account
          if the
          Servicer had continued to act hereunder including, if the Servicer was
          receiving
          the Servicing Fee, the Servicing Fee and the income on investments or gain
          related to the Collection Account which the Servicer would be entitled
          to
          receive. Notwithstanding the foregoing, if the Master Servicer or the Trustee
          (as successor master servicer) , as applicable, has become the successor
          to the
          Servicer in accordance with Section 7.01, 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 Section 4.01, 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 hereunder in the assumption of all or any part of the
          responsibilities, duties or liabilities of the Servicer hereunder. Any
          successor
          to the Servicer shall make the covenant set forth in Section 6.02(b). Any
          successor to the Servicer shall be an institution which is willing to service
          the Mortgage Loans 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
          Servicer (other than liabilities of the Servicer under Section 6.03
          incurred prior to termination of the Servicer under Section 7.01), with
          like effect as if originally named as a party to this 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 the Servicer hereunder, the Master Servicer or the Trustee
          (as
          successor master servicer), as applicable, unless such party is prohibited by
          law from so acting, shall, subject to Section 3.05, 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; provided,
          however,
          that no
          such compensation shall be in excess of the Servicing Fee Rate and amounts
          paid
          to the Servicer from investments. The Master Servicer or the Trustee (as
          successor master servicer), as applicable, and such successor servicer
          shall
          take such action, consistent with this Agreement, as shall be necessary
          to
          effectuate any such succession. Neither the Master Servicer, the Trustee
          (as
          successor master servicer), nor any other successor to the Servicer shall
          be
          deemed to be in default hereunder by reason of any failure to make, or
          any delay
          in making, any distribution hereunder or any portion thereof or any failure
          to
          perform, or any delay in performing, any duties or responsibilities hereunder,
          in either case caused by the failure of the Servicer to deliver or provide,
          or
          any delay in delivering or providing, any cash, information, documents
          or
          records to it.

        


        
          
            
              
              

            

            
              -114-

              
                

              

            

            
              
              

            

          

        

        


         

        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 the Servicer
          to
          make Advances and the Master Servicer or the Trustee (as successor master
          servicer), as applicable, will assume the other duties of the 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 nonrecoverable. 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 the 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 herein granted to
          the
          Servicer.

         

        
          
            
            

          

          
            -115-

            
              

            

          

          
            
            

          

        

        In
          the
          event that the Servicer is terminated pursuant to Section 7.01, the
          terminated Servicer shall provide notices to the Mortgagors, transfer the
          Servicing Files to a successor servicer and pay all of its own out-of-pocket
          costs and expenses at its own expense. In addition, in the event that the
          Servicer is terminated pursuant to Section 7.01, the terminated Servicer
          shall pay all reasonable out-of-pocket costs and expenses of a servicing
          transfer incurred by parties other than the terminated 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), promptly upon presentation of
          reasonable documentation of such costs. If 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 Section 7.01 by reason of 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
          the prior terminated Servicer promptly upon presentation of reasonable
          documentation of such costs. If the terminated Servicer defaults in its
          obligation to pay such costs and expenses, the same shall be paid by the
          successor servicer, the Master Servicer or the Trustee (as successor master
          servicer), in which case the successor servicer, the Master Servicer or
          the
          Trustee (as successor master servicer), as applicable, shall be entitled
          to
          reimbursement therefor from the Trust Fund. 

         

        Any
          successor to the Servicer as servicer shall give notice to the Mortgagors
          of
          such change of servicer and shall, during the term of its service as servicer,
          maintain in force the policy or policies that the Servicer is required
          to
          maintain pursuant to Section 3.13.

         

        Section
          7.03 Notification
          to Certificateholders. (a)  Upon any termination of or appointment
          of a successor to the 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.

         

        
          
            
            

          

          
            -116-

            
              

            

          

          
            
            

          

        

        ARTICLE
          VIII

         

        CONCERNING
          THE TRUSTEE

         

        Section
          8.01 Duties
          of the Trustee. The Trustee, before the occurrence of a Master Servicer
          Event of Default and after the curing of all Master Servicer Events of
          Default
          that may have occurred, shall undertake to perform such duties and only
          such
          duties as are specifically set forth in this Agreement. In case a Master
          Servicer Event of Default has occurred and remains uncured, the Trustee
          shall
          exercise such of the rights and powers vested in it by this Agreement,
          and use
          the same degree of care and skill in their exercise as a prudent person
          would
          exercise or use under the circumstances in the conduct of such person’s own
          affairs.

         

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

         

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

         

        Unless
          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:

         

        
          
            
            

          

          
            -117-

            
              

            

          

          
            
            

          

        

        (a) the
          Trustee may rely upon and shall be protected in acting or refraining from
          acting
          upon any resolution, Officer’s Certificate, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice, request, consent,
          order, appraisal, bond or other paper or document believed by it to be
          genuine
          and to have been signed or presented by the proper party or parties and
          the
          Trustee shall have no responsibility to ascertain or confirm the genuineness
          of
          any signature of any such party or parties;

         

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

         

        (c) the
          Trustee shall not be liable for any action taken, suffered or omitted by
          it in
          good faith and believed by it to be authorized or within the discretion
          or
          rights or powers conferred upon it by this Agreement;

         

        (d) the
          Trustee shall not be bound to make any investigation into the facts or
          matters
          stated in any resolution, certificate, statement, instrument, opinion,
          report,
          notice, request, consent, order, approval, bond or other paper or document,
          unless requested in writing to do so by the Holders of Certificates evidencing
          not less than 25.00% of the Voting Rights allocated to each Class of
          Certificates;

         

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

         

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

         

        (g) the
          Trustee shall not be 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; 

         

        
          
            
            

          

          
            -118-

            
              

            

          

          
            
            

          

        

        (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 the
          Servicer or Master Servicer, as applicable, or for any errors or omissions
          of
          the Servicer or Master Servicer, as applicable; and

         

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

         

        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
          Master
          Servicer from the Master Servicer’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,

         

        
          
            
            

          

          
            -119-

            
              

            

          

          
            
            

          

        

        (ii) the
          Certificates, or

         

        (iii) the
          performance of any of the Trustee’s duties under this Agreement,

         

        other
          than any loss, liability, or expense (i) resulting from any breach of the
          Servicer’s obligations in connection with this Agreement for which the Servicer
          has performed its obligation to indemnify the Trustee pursuant to
          Section 6.05, (ii) resulting from any breach of the Originator’s
          obligations in connection with this Agreement for which the Originator
          has
          performed its obligation to indemnify the Trustee pursuant to
          Section 2.03(h), (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. Without
          limiting the foregoing, except as otherwise agreed upon in writing by the
          Depositor and the Trustee, and except for any expense, disbursement, or
          advance
          arising from the Trustee’s negligence, bad faith, or willful misconduct, the
          Trust Fund shall pay or reimburse the Trustee for all reasonable expenses,
          disbursements, and advances incurred or made by the Trustee in accordance
          with
          this Agreement with respect to:

         

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

         

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

         

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

         

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

         

        The
          Trustee shall not be (a) liable for any acts or omissions of the 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 the Servicer (other than where the
          Trustee
          (as successor master servicer) is such Servicer) pursuant to the terms
          of this
          Agreement, (d) liable for any amount necessary to induce any successor
          servicer
          to act as successor servicer under this 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 the Servicer
          and its affiliates; provided,
          however,
          that
          such entity cannot be an affiliate of the Depositor or the Servicer other
          than
          the Trustee in its role as successor to the Master Servicer.

        


        
          
            
              
              

            

            
              -120-

              
                

              

            

            
              
              

            

          

        

        

           

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

        

        
        

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

         

        
          
            
            

          

          
            -121-

            
              

            

          

          
            
            

          

        

        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 the 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, the Servicer and the predecessor
          trustee
          shall execute and deliver such instruments and do such other things as
          may
          reasonably be required for more fully and certainly vesting and confirming
          in
          the successor trustee all such rights, powers, duties, and
          obligations.

         

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

         

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

        
        

        Section
          8.09 Merger
          or Consolidation of the Trustee. Any corporation into which the Trustee may
          be merged or converted or with which it may be consolidated or any corporation
          resulting from any merger, conversion or consolidation to which the Trustee
          shall be a party, or any corporation succeeding to the business of the
          Trustee,
          shall be the successor of the Trustee hereunder; provided,
          that
          such corporation shall be eligible under Section 8.06 without the execution
          or filing of any paper or further act on the part of any of the parties
          hereto,
          anything herein to the contrary notwithstanding.

         

        Section
          8.10 Appointment
          of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of
          this Agreement, at any time, for the purpose of meeting any legal requirements
          of any jurisdiction in which any part of the Trust Fund or property securing
          any
          Mortgage Note may at the time be located, the Trustee shall have the power
          and
          shall execute and deliver all instruments to appoint one or more Persons
          approved by the Trustee to act as co-trustee or co-trustees jointly with
          the
          Trustee, or separate trustee or separate trustees, of all or any part of
          the
          Trust Fund, and to vest in such Person or Persons, in such capacity and
          for the
          benefit of the Certificateholders, such title to the Trust Fund or any
          part
          thereof, whichever is applicable, and, subject to the other provisions
          of this
          Section 8.10, such powers, duties, obligations, rights and trusts as the
          Servicer and 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.

         

        
          
            
            

          

          
            -122-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

        Any
          notice, request or other writing given to the Trustee shall be deemed to
          have
          been given to each of the separate trustees and co-trustees, when and as
          effectively as if given to each of them. Every instrument appointing any
          separate trustee or co-trustee shall refer to this Agreement and the conditions
          of this Article VIII. Each separate trustee and co-trustee, upon its
          acceptance of the trusts conferred, shall be vested with the estates or
          property
          specified in its instrument of appointment, either jointly with the Trustee
          or
          separately, as may be provided therein, subject to all the provisions of
          this
          Agreement, specifically including every provision of this Agreement relating
          to
          the conduct of, affecting the liability of, or affording protection and
          indemnity to, the Trustee. Every such instrument shall be filed with the
          Trustee
          and a copy thereof given to the Master Servicer and the Depositor.

         

        Any
          separate trustee or co-trustee may, at any time, constitute the Trustee
          its
          agent or attorney-in-fact, with full power and authority, to the extent
          not
          prohibited by law, to do any lawful act under or in respect of this Agreement
          on
          its behalf and in its name. If any separate trustee or co-trustee shall
          die,
          become incapable of acting, resign or be removed, all of its estates,
          properties, rights, remedies and trusts shall vest in and be exercised
          by the
          Trustee, to the extent permitted by law, without the appointment of a new
          or
          successor trustee.

         

        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:

        


        
          
            
              
              

            

            
              -123-

              
                

              

            

            
              
              

            

          

        

        

           

          (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;

        

        
        

        (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;

         

        
          
            
            

          

          
            -124-

            
              

            

          

          
            
            

          

        

        (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.

         

        (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 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 2 Net
          Funds Cap” for “Group I Available Funds Cap,” “Group II Available Funds Cap” or
“Class M Available Funds Cap,” as applicable, 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 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.

        


        
          
            
              
              

            

            
              -125-

              
                

              

            

            
              
              

            

          

        

        


        
           

          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 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 the Servicer is required to provide to the Securities
          Administrator pursuant to this 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.

         

        
          
            
            

          

          
            -126-

            
              

            

          

          
            
            

          

        

        (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).

         

        (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 Originator
          if such tax arises out of or results from the Originator’s obligation to
          repurchase a Mortgage Loan pursuant to Section 2.03, (iii) 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(k), (iv) the Servicer, in the case
          of any
          such minimum tax, and otherwise if such tax arises out of or results from
          a
          breach by the Servicer of any of its obligations under this Agreement,
          or
          (v) in all other cases, or if the Master Servicer, the Trustee, the
          Securities Administrator or the Servicer fails to honor its obligations
          under
          the preceding clauses (i) through (iv), 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 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: 

         

        
          
            
            

          

          
            -127-

            
              

            

          

          
            
            

          

        

        (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 any failure hereunder to determine or prepare any Additional
          Form
          10-D Disclosure, except to the extent of its obligations set forth in the
          next
          paragraph. 

         

        (B)
          As
          set forth on Exhibit V hereto, within 5 calendar days after the related
          Distribution Date, (i) the parties specified in Exhibit V hereto, shall
          be
          required to provide to the Securities Administrator and to the Depositor,
          to the
          extent known, in EDGAR-compatible format, or in such other format as agreed
          upon
          by the Securities Administrator and such party, the form and substance
          of any
          Additional Form 10-D Disclosure, if applicable, together with an Additional
          Disclosure Notification, and (ii) the Depositor will approve, as to form
          and
          substance, or disapprove, as the case may be, the inclusion of the Additional
          Form 10-D Disclosure on Form 10-D. The Securities Administrator has no
          duty
          under this Agreement to monitor or enforce the performance by the parties
          listed
          on Exhibit V of their duties under this paragraph or proactively solicit
          or
          procure from such parties any Additional Form 10-D Disclosure information.
          The
          Depositor shall be responsible for any reasonable fees and expenses assessed
          or
          incurred by the Securities Administrator in connection with including any
          Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.
          

        
        

        (C)
          After
          preparing the Form 10-D, the Securities Administrator shall, upon request,
          forward electronically a copy of the Form 10-D to the Depositor (provided
          that
          such Form 10-D includes any Additional Form 10-D Disclosure). Within two
          Business Days after receipt of such copy, but no later than the 12th
          calendar
          day after the Distribution Date, the Depositor shall notify the Securities
          Administrator in writing (which may be furnished electronically) of any
          changes
          to or approval of such Form 10-D. In the absence of receipt of any written
          changes or approval, or if the Depositor does not request a copy of a Form
          10-D,
          the Securities Administrator shall be entitled to assume that such Form
          10-D is
          in final form and the Securities Administrator may proceed with the process
          for
          execution and filing of the Form 10-D. A duly authorized representative
          of the
          Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed
          on
          time or if a previously filed Form 10-D needs to be amended, the Securities
          Administrator will follow the procedures set forth in paragraph (d) of
          this
          Section 8.12. Promptly (but no later than one Business Day) after filing
          with
          the Commission, the Securities Administrator will make available on its
          internet
          website (located at www.ctslink.com)
          a final
          executed copy of each Form 10-D prepared and filed by the Securities
          Administrator. Each party to this Agreement acknowledges that the performance
          by
          each of the Master Servicer and the Securities Administrator of its duties
          under
          this Section 8.12(a)(i) related to the timely preparation, execution and
          filing
          of Form 10-D is contingent upon such parties strictly observing all applicable
          deadlines in the performance of their duties under this Section 8.12(a)(i).
          The
          Depositor acknowledges that the performance by each of the Master Servicer
          and
          the Securities Administrator of its duties under this Section 8.12(i) related
          to
          the timely preparation, execution and filing of Form 10-D is also contingent
          upon any Servicing Function Participant strictly observing deadlines no
          later
          than those set forth in this paragraph that are applicable to the parties
          to
          this Agreement in the delivery to the Securities Administrator of any necessary
          Additional Form 10-D Disclosure pursuant to any applicable agreement. Neither
          the Master Servicer nor the Securities Administrator shall have any liability
          for any loss, expense, damage, claim arising out of or with respect to
          any
          failure to properly prepare, execute and/or timely file such Form 10-D,
          where
          such failure results from the Securities Administrator’s inability or failure to
          receive, on a timely basis, any information from any other party hereto
          or any
          Servicing Function Participant needed to prepare, arrange for execution
          or file
          such Form 10-D, not resulting from its own negligence, bad faith or willful
          misconduct. 

         

        
          
            
              
              

            

            
              -128-

              
                

              

            

            
              
              

            

          

        

        

           

          (D)
             Form
            10-D
            requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
            filed all reports required to be filed by Section 13 or 15(d) of the
            Exchange
            Act during the preceding 12 months (or for such shorter period that the
            registrant was required to file such reports), and (2) has been subject
            to such
            filing requirements for the past 90 days.” The Depositor hereby instructs the
            Securities Administrator to check “Yes” for each item, unless the Depositor
            shall notify the Securities Administrator in writing, no later than the
            fifth
            calendar day after the related Distribution Date with respect to the
            filing of a
            report on Form 10-D, that the answer to either item should be “no.” The
            Depositor has filed all reports required to be filed by Section 13 or
            15(d) of
            the Exchange Act during the preceding 12 months (or for such shorter
            period that
            the Depositor was required to file such reports) and it has been subject
            to such
            filing requirement for the past 90 days.” The Securities Administrator shall be
            entitled to rely on such representations in preparing, executing and/or
            filing
            any such Form 10-D.

          
          

        

        (ii) (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 2008, the Securities
          Administrator shall prepare 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, (i) an annual compliance statement for the Servicer, the Master
          Servicer and the Securities Administrator and any Servicing Function Participant
          engaged by any such party (together with the Custodian, each a “Reporting
          Servicer”)
          as
          described under Section 3.24(b), (ii)(A) the annual reports on assessment
          of
          compliance with Servicing Criteria for each Reporting Servicer, as described
          under Section 3.22, and (B) if each 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 each 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 3.23, and (B) if any registered
          public accounting firm attestation report described under Section 3.23
          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
          3.24.
          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. 

        


        
          
            
              
              

            

            
              -129-

              
                

              

            

            
              
              

            

          

        

        


         

        (B)
          As
          set forth on Exhibit W hereto, no later than March 10 (with a 5 calendar
          day
          cure period, but in no event later than March 15) of each year that the
          Trust is
          subject to the Exchange Act reporting requirements, commencing in 2008,
          (i) the
          parties specified on Exhibit W shall be required to provide to the Securities
          Administrator and to the Depositor, to the extent known, in EDGAR-compatible
          format, or in such other format as agreed upon by the Securities Administrator
          and such party, the form and substance of any Additional Form 10-K Disclosure,
          if applicable, together with an Additional Disclosure Notification, and
          (ii) the
          Depositor will approve, as to form and substance, or disapprove, as the
          case may
          be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K.
          The
          Securities Administrator has no duty under this Agreement to monitor or
          enforce
          the performance by the parties listed on Exhibit W of their duties under
          this
          paragraph or proactively solicit or procure from such parties any Additional
          Form 10-K Disclosure information. The Depositor will be responsible for
          any
          reasonable fees and expenses assessed or incurred by the Securities
          Administrator in connection with including any Additional Form 10-K Disclosure
          on Form 10-K pursuant to this Section 8.12 (a) (ii) (B).

         

        (C)
          After
          preparing the Form 10-K, the Securities Administrator shall, upon request,
          forward electronically a copy of the Form 10-K to the Depositor. Within
          three
          Business Days after receipt of such copy, but no later than March 25th,
          in any
          year in which the Trust is subject to the reporting requirements of the
          Exchange
          Act, commencing in March 2008, the Depositor shall notify the Securities
          Administrator in writing (which may be furnished electronically) of any
          changes
          to or approval of such Form 10-K. In the absence of receipt of any written
          changes or approval, or if the Depositor does not request a copy of a Form
          10-K,
          the Securities Administrator shall be entitled to assume that such Form
          10-K is
          in final form and the Securities Administrator may proceed with the process
          for
          execution and filing of the Form 10-K. A senior officer of the Master Servicer
          in charge of the master servicing function shall sign the Form 10-K. If
          a Form
          10-K cannot be filed on time or if a previously filed Form 10-K needs to
          be
          amended, the Securities Administrator will follow the procedures set forth
          in
          paragraph (d) of this Section 8.12. Promptly (but no later than one Business
          Day) after filing with the Commission, the Securities Administrator will
          make
          available on its internet website a final executed copy of each Form 10-K
          prepared and filed by the Securities Administrator. The parties to this
          Agreement acknowledge that the performance by the Securities Administrator
          of
          its duties under this Section 8.12(a)(ii) related to the timely preparation,
          execution and filing of Form 10-K is contingent upon such parties strictly
          observing all applicable deadlines in the performance of their duties under
          this
          Section 8.12(a)(ii) and Sections 3.22, 3.23 and 3.24. 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.

        


        
          
            
              
              

            

            
              -130-

              
                

              

            

            
              
              

            

          

        

        


         

        (D) Form
          10-K
          requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirement for the past 90 days.” The Depositor hereby instructs the
          Securities Administrator to check “Yes” for each item, unless the Depositor
          shall notify the Securities Administrator in writing, no later than the
          15th
          calendar
          day of March in any year in which the Trust is subject to the reporting
          requirements of the Exchange Act, commencing in March 2008, that the answer
          to
          either item should be “no.” The Depositor has filed all reports required to be
          filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
          months
          (or for such shorter period that the Depositor was required to file such
          reports) and it has been subject to such filing requirement for the past
          90
          days.” The Securities Administrator shall be entitled to rely on such
          representations in preparing, executing and/or filing any such Form 10-K.
          

         

        
          
            
            

          

          
            -131-

            
              

            

          

          
            
            

          

        

        (iii) (A)
          Within four (4) Business Days after the occurrence of an event requiring
          disclosure on Form 8-K (each such event, a “Reportable
          Event”),
          if
          directed by the Depositor, the Securities Administrator shall prepare and
          file
          on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act,
          provided
          that the
          Depositor shall file the initial Form 8-K in connection with the issuance
          of the
          Certificates. Any disclosure or information related to a Reportable Event
          or
          that is otherwise required to be included on Form 8-K (“Form
          8-K Disclosure Information”)
          shall
          be reported by the parties set forth on Exhibit X to the Depositor and
          the
          Securities Administrator and directed and approved by the Depositor pursuant
          to
          the following paragraph and the Securities Administrator will have no duty
          or
          liability for any failure hereunder to determine or prepare any Form 8-K
          Disclosure Information or any Form 8-K, except to the extent of its obligations
          set forth in the next paragraph. 

         

        (B)
          As
          set forth on Exhibit X hereto, for so long as the Trust is subject to the
          Exchange Act reporting requirements, no later than the close of business
          New
          York City time on the 2nd Business Day after the occurrence of a Reportable
          Event (i) the parties hereto shall be required to provide to the Securities
          Administrator and the Depositor, to the extent known, in EDGAR-compatible
          format, or in such other format as agreed upon by the Securities Administrator
          and such party, the form and substance of any Form 8-K Disclosure Information,
          if applicable, together with an Additional Disclosure Notification, and
          (ii) the
          Depositor will approve, as to form and substance, or disapprove, as the
          case may
          be, the inclusion of the Form 8-K Disclosure Information. The Depositor
          will be
          responsible for any reasonable fees and expenses assessed or incurred by
          the
          Securities Administrator in connection with including any Form 8-K Disclosure
          Information on Form 8-K pursuant to this paragraph. 

         

        (C)
          After
          preparing the Form 8-K, the Securities Administrator shall, upon request,
          forward electronically a copy of the Form 8-K to the Depositor. Promptly,
          but no
          later than the close of business on the third Business Day after the Reportable
          Event, the Depositor shall notify the Securities Administrator in writing
          (which
          may be furnished electronically) of any changes to or approval of such
          Form 8-K.
          In the absence of receipt of any written changes or approval, or if the
          Depositor does not request a copy of a Form 8-K, the Securities Administrator
          shall be entitled to assume that such Form 8-K is in final form and the
          Securities Administrator may proceed with the process for execution and
          filing
          of the Form 8-K. A duly authorized representative of the Master Servicer
          shall
          sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously
          filed Form 8-K needs to be amended, the Securities Administrator will follow
          the
          procedures set forth in paragraph (d) of this Section 8.12. Promptly (but
          no
          later than one Business Day) after filing with the Commission, the Securities
          Administrator will make available on its internet website (located at
www.ctslink.com)
          a final
          executed copy of each Form 8-K prepared and filed by the Securities
          Administrator. The parties to this Agreement acknowledge that the performance
          by
          the Securities Administrator of its duties under this Section 8.12(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.

        


        
          
            
            

          

          
            -132-

            
              

            

          

          
            
            

          

        

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

        
        

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

         

        (d)
          (i) On
          or
          before January 30 of the first year in which the Securities Administrator
          is
          able to do so under applicable law, the Securities Administrator shall
          prepare
          and file a Form 15 relating to the automatic suspension of reporting in
          respect
          of the Trust under the Exchange Act. 

        


        (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.

        


        
          
            
              
              

            

            
              -133-

              
                

              

            

            
              
              

            

          

        

        


        


        (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 a
          disregarded entity for so long as a single holder owns all of the Class
          X
          Certificates. 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.

         

        
          
            
            

          

          
            -134-

            
              

            

          

          
            
            

          

        

        ARTICLE
          IX

         

        ADMINISTRATION
          OF THE MORTGAGE LOANS

        BY
          THE MASTER SERVICER AND THE CREDIT RISK MANAGER

         

        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 Servicer under this Agreement, and (except as set forth
          below) shall use its reasonable good faith efforts to cause the Servicer
          to duly
          and punctually perform its duties and obligations hereunder. Upon the occurrence
          of an Event of Default of which a Responsible Officer of the Master Servicer
          or,
          if the Master Servicer and the 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 the Credit Risk Management
          Agreement entered into by the Servicer to the contrary, the Master Servicer
          or
          the Trustee, as applicable, shall have no duty or obligation to enforce
          the
          Credit Risk Management Agreement or to supervise, monitor or oversee the
          activities of the Servicer under the Credit Risk Management Agreement with
          respect to any action taken or not taken by the Servicer at the direction
          of the
          Sponsor or pursuant to a recommendation of the Credit Risk Manager.

         

        If
          (i) the Servicer reports a delinquency on a monthly report and
          (ii) the Servicer, by 11 a.m. (New York Time) on the related
          Remittance Date, neither makes an Advance nor provides the Securities
          Administrator, the Master Servicer and the Trustee with an Officer’s Certificate
          certifying that such an Advance would be a Nonrecoverable P&I Advance or
          Nonrecoverable Servicing Advance, then the Master Servicer or, if the Master
          Servicer and such Servicer are the same entity, the Trustee, shall deposit
          in
          the Distribution Account not later than the Business Day immediately preceding
          the related Distribution Date an Advance in an amount equal to the difference
          between (x) with respect to each Monthly Payment due on a Mortgage Loan
          that is delinquent (other than Relief Act Interest Shortfalls) and for
          which the
          Servicer was required to make an Advance pursuant to this Agreement and
          (y) amounts deposited in the 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 7.02, the Master Servicer or the Trustee, as applicable, shall
          continue to make such Advances for so long as the Servicer is required
          to do so
          under this 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.

         

        
          
            
              
              

            

            
              -135-

              
                

              

            

            
              
              

            

          

        

        

           

          (b) The
            Master Servicer or the Trustee (as successor master servicer), as applicable,
            shall pay the costs of monitoring the Servicer as required hereunder
            (including
            costs associated with (i) termination of the 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 hereunder, seek reimbursement therefor
            initially
            from the terminated Servicer. In the event the full costs associated
            with the
            transition of servicing responsibilities to the Master Servicer or the
            Trustee
            (as successor master servicer), as applicable, are not paid for by the
            predecessor or successor servicer (provided such successor servicer is
            not the
            Master Servicer or the Trustee (as successor master servicer)), the Master
            Servicer or the Trustee, as applicable, may be reimbursed therefor by
            the Trust
            for all costs incurred by the Master Servicer or the Trustee (as successor
            master servicer), as applicable, associated with any such transfer of
            servicing
            duties from the 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 the Servicer.

           

        

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

         

        Section
          9.02 [Reserved].
          

         

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

         

        
          
            
            

          

          
            -136-

            
              

            

          

          
            
            

          

        

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

         

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

         

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

         

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

         

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

         

        (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.

         

        
          
            
            

          

          
            -137-

            
              

            

          

          
            
            

          

        

        (b) It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section shall survive the execution and delivery of this Agreement. The
          Master
          Servicer shall indemnify the Depositor, the Servicer, 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, the Servicer, the Securities
          Administrator, the Trustee and the Trust constitutes the sole remedy of
          the
          Depositor the Servicer, the Securities Administrator, the Trustee and the
          Trust
          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”:


        
        

        (a) any
          failure by the Master Servicer to deposit in the Distribution Account any
          payment received by it from the Servicer to make any P&I Advance or 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;

         

        
          
            
            

          

          
            -138-

            
              

            

          

          
            
            

          

        

        (e) the
          Master Servicer shall admit in writing its inability to pay its debts as
          they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations for three (3) Business
          Days;

         

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

         

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

         

        (h) failure
          of the Master Servicer to timely provide the Depositor with the assessment,
          attestation and annual statement of compliance required by Item 1122 of
          Regulation AB in accordance with Sections 3.22, 3.23 and 3.24.

         

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

         

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

         

        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.

         

        
          
            
            

          

          
            -139-

            
              

            

          

          
            
            

          

        

         

        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).

        
        

        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 the Servicer, shall only have the obligation to make
          Advances if it terminates the Servicer pursuant to Section 7.01 (in its
          role as
          successor master servicer), and shall make such Advances only pursuant
          to
          Section 7.02. 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. 

         

        
          
            
            

          

          
            -140-

            
              

            

          

          
            
            

          

        

        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 Master Servicer shall notify
          by mail the Trustee and the Depositor of such appointment.

         

        Section
          9.09 Compensation
          of the Master Servicer. 
          [Reserved].

         

        Section
          9.10 Merger
          or Consolidation. 
          Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that
          the successor or resulting Person to the Master Servicer shall (i) be a
          Person (or have an Affiliate) that is qualified and approved to service
          mortgage
          loans for Fannie Mae and Freddie Mac (provided further
          that a
          successor master servicer that satisfies subclause (i) through an
          Affiliate agrees to service the Mortgage Loans in accordance with all applicable
          Fannie Mae and Freddie Mac guidelines) and (ii) have a net worth of not
          less than $25,000,000.

        
        

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

         

        If
          at any
          time, Wells Fargo, as Master Servicer, resigns under this Section 9.11, or
          is removed as Master Servicer pursuant to Section 9.06, then at such time
          Wells Fargo 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 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.

         

        
          
            
            

          

          
            -141-

            
              

            

          

          
            
            

          

        

        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.

        
        

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

         

        
          
            
            

          

          
            -142-

            
              

            

          

          
            
            

          

        

        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 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 3.22, 3.23 and 3.24; 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 the 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 the Servicer under
          any
          Credit Risk Management Agreement.

         

        Section
          9.15 Duties
          of the Credit Risk Manager.

         

        (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 the Monthly Statement and
          information provided by the Servicer and the Master Servicer pursuant to
          the
          Credit Risk Management Agreement to the Credit Risk Manager by the Servicer
          and
          the Master Servicer. The Credit Risk Manager shall look solely to the Servicer,
          the Master 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 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 any Credit Risk Management Agreement. 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, 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 Servicer.

         

        
          
            
            

          

          
            -143-

            
              

            

          

          
            
            

          

        

        (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
          Servicer. This report may also include narrative summaries of the recommendation
          of the Credit Risk Manager. 

         

        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 the Servicer, and the
          Master
          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 gross 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 Servicer
          and the
          Master Servicer 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 July 3, 2012 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.

         

        
          
            
            

          

          
            -144-

            
              

            

          

          
            
            

          

        

        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.

         

        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

         

        
          
            
            

          

          
            -145-

            
              

            

          

          
            
            

          

        

        (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;

         

        (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;

         

        
          
            
            

          

          
            -146-

            
              

            

          

          
            
            

          

        

        (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; and

         

        (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.


         

        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.

         

        
          
            
            

          

          
            -147-

            
              

            

          

          
            
            

          

        

        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.

         

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

        


         

        
          
            
            

          

          
            -148-

            
              

            

          

          
            
            

          

        

        


         

        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 the Originator, the
          Master Servicer, the 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.

         

        
          
            
            

          

          
            -149-

            
              

            

          

          
            
            

          

        

        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.

         

        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, Wells Fargo, as Securities Administrator, resigns under this
          Section 10.07, or is removed as Securities Administrator pursuant to this
          Section 10.07, then at such time Wells Fargo 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.

         

        
          
            
            

          

          
            -150-

            
              

            

          

          
            
            

          

        

        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.

         

        
          
            
            

          

          
            -151-

            
              

            

          

          
            
            

          

        

        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 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,
          (iii) amounts in reimbursement for Advances previously made with respect to
          the Mortgage Loans and other amounts as to which the 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 this Agreement
          and
          (iv) any Net Swap Payments remaining unpaid and 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
          Swap 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.

         

        
          
            
            

          

          
            -152-

            
              

            

          

          
            
            

          

        

        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.

         

        In
          the
          event such Notice of Final Distribution is given, the Servicer shall cause
          all
          funds in the Collection Account to be remitted to the Master Servicer for
          deposit in the Distribution Account on the Business Day prior to the applicable
          Distribution Date in an amount equal to the final distribution in respect
          of the
          Certificates. Upon such 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 Servicer 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 Servicer, the Master
          Servicer, the Securities Administrator, the Depositor, the Trustee and
          the Swap
          Counterparty hereunder and payment of any amounts due to the Supplemental
          Interest Trust as provided under Section 4.02), 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.

         

        
          
            
            

          

          
            -153-

            
              

            

          

          
            
            

          

        

        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 (with notice to the Derivative Counterparty of such
          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.
          This Agreement may be amended from time to time by the Depositor, the
          Originator, the Master Servicer, the 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 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,
          the
          Originator, the 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 Supplemental Interest Trust Trustee 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.

        


         

        
          
            
            

          

          
            -154-

            
              

            

          

          
            
            

          

        

        


         

        This
          Agreement may also be amended from time to time by the Depositor, the Master
          Servicer, the Servicer, the Originator, 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,
          as the Supplemental Interest Trust Trustee, 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.

         

        
          
            
            

          

          
            -155-

            
              

            

          

          
            
            

          

        

        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 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.

         

        Notwithstanding
          the foregoing provisions of this Section 12.01, with respect to any
          amendment that significantly modifies the permitted activities of the Trustee
          or
          the Servicer, 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 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.

         

        Notwithstanding
          the foregoing, the consent of Originator shall not be required to enter
          into any
          amendment to this Agreement unless such amendment would potentially have
          a
          material and adverse effect on the rights or obligations of the Originator
          under
          this Agreement.

         

        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.

         

        
          
            
            

          

          
            -156-

            
              

            

          

          
            
            

          

        

        For
          the
          purpose of facilitating the recordation of this Agreement as herein provided
          and
          for other purposes, this Agreement may be executed simultaneously in any
          number
          of counterparts, each of which counterparts shall be deemed to be an original,
          and such counterparts shall constitute but one and the same
          instrument.

         

        Section
          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).

         

        
          
            
            

          

          
            -157-

            
              

            

          

          
            
            

          

        

        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 it has actual knowledge:

         

        1. Any
          material change or amendment to this Agreement;

         

        2. The
          occurrence of any Event of Default that has not been cured;

         

        3. The
          resignation or termination of the 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;
          and

         

        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

         

        
          
            
            

          

          
            -158-

            
              

            

          

          
            
            

          

        

        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;

         

        (ii) in
          the
          case of the Originator or Servicer,
          to
          Wells Fargo Bank, N.A., 1 Home Campus, Des Moines, IA 50328-0001,
          Attention: John B. Brown, MAC X2302-033 with a copy to Wells Fargo Bank,
          N.A., 1 Home Campus, Des Moines, IA 50328-0001, Attention: General Counsel,
          MAC X2401-06T;

         

        (iii) in
          the
          case of Wells Fargo as Master Servicer,
          Wells
          Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, with a copy to
          9062 Old
          Annapolis Road, Columbia, Maryland 21045, Attention: Client Service Manager
          --
          HASCO 2007-WF1, or such other address as may be hereafter furnished to
          the to
          the other parties by Wells Fargo in writing;

         

        (iv) in
          the
          case of the Trustee,
          the
          Corporate Trust Office (Attention: HB06WF1), 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,
          Credit
          Suisse International, One Cabot Square, London E14 4QJ, England, Attention:
          Managing Director—Legal Department;

         

        (vi) in
          the
          case of each of the Rating Agencies,
          the
          address specified therefor in the definition corresponding to the name
          of such
          Rating Agency; and 

         

        (vii) in
          the
          case of the Credit Risk Manager,
          OfficeTiger Global Real Estate Services Inc., One Glenlake Parkway, Suite
          1400,
          Atlanta, GA 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.

         

        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 Assignment.
          Notwithstanding anything to the contrary contained herein, except as provided
          in
          Section 6.02, this Agreement may not be assigned by the Servicer without
          the prior written consent of the Master Servicer, the Securities Administrator,
          the Trustee and Depositor; provided,
          however,
          that
          the Servicer may pledge its interest in any reimbursements for P&I Advances
          or Servicing Advances hereunder.

         

        
          
            
            

          

          
            -159-

            
              

            

          

          
            
            

          

        

        Section
          12.08 Limitation
          on Rights of Certificateholders. The death or incapacity of any
          Certificateholder shall not operate to terminate this Agreement or the
          trust
          created hereby, nor entitle such Certificateholder’s legal representative or
          heirs to claim an accounting or to take any action or commence any proceeding
          in
          any court for a petition or winding up of the trust created hereby, or
          otherwise
          affect the rights, obligations and liabilities of the parties hereto or
          any of
          them.

         

        No
          Certificateholder shall have any right to vote (except as provided herein)
          or in
          any manner otherwise control the operation and management of the Trust
          Fund, or
          the obligations of the parties hereto, nor shall anything herein set forth
          or
          contained in the terms of the Certificates be construed so as to constitute
          the
          Certificateholders from time to time as partners or members of an association;
          nor shall any Certificateholder be under any liability to any third party
          by
          reason of any action taken by the parties to this Agreement pursuant to
          any
          provision hereof.

         

        No
          Certificateholder shall have any right by virtue or by availing itself
          of any
          provisions of this Agreement to institute any suit, action or proceeding
          in
          equity or at law upon or under or with respect to this Agreement, unless
          such
          Holder previously shall have given to the Trustee a written notice of an
          Event
          of Default and of the continuance thereof, as herein provided, and unless
          the
          Holders of Certificates evidencing not less than 25.00% of the Voting Rights
          evidenced by the Certificates shall also have made written request to the
          Trustee to institute such action, suit or proceeding in its own name as
          Trustee
          hereunder and shall have offered to the Trustee such reasonable indemnity
          as it
          may require against the costs, expenses, and liabilities to be incurred
          therein
          or thereby, and the Trustee, for 60 days after its receipt of such notice,
          request and offer of indemnity shall have neglected or refused to institute
          any
          such action, suit or proceeding; it being understood and intended, and
          being
          expressly covenanted by each Certificateholder with every other
          Certificateholder and the Trustee, that no one or more Holders of Certificates
          shall have any right in any manner whatever by virtue or by availing itself
          or
          themselves of any provisions of this Agreement to affect, disturb or prejudice
          the rights of the Holders of any other of the Certificates, or to obtain
          or seek
          to obtain priority over or preference to any other such Holder or to enforce
          any
          right under this Agreement, except in the manner herein provided and for
          the
          common benefit of all Certificateholders. For the protection and enforcement
          of
          the provisions of this Section 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
          12.09 Inspection
          and Audit Rights. The Servicer agrees that, on reasonable prior notice,
          which shall not be less than two Business Days prior written notice, it
          will
          permit any representative of the Depositor, the Master Servicer and/or
          the
          Trustee during the Servicer’s normal business hours, to examine all the books of
          account, records, reports and other papers of the Servicer relating to
          the
          Mortgage Loans, to make copies and extracts therefrom, to cause such books
          to be
          audited by independent certified public accountants selected by the Depositor,
          the Master Servicer and/or the Trustee and to discuss its affairs, finances
          and
          accounts relating to the Mortgage Loans with its officers, employees and
          independent public accountants (and by this provision the Servicer hereby
          authorizes said accountants to discuss with such representative such affairs,
          finances and accounts), all at such reasonable times and as often as may
          be
          reasonably requested. Any out-of-pocket expense of the Servicer incident
          to the
          exercise by the Depositor, the Master Servicer and/or the Trustee of any
          right
          under this Section 12.09 shall be borne by the Servicer.

         

        
          
            
            

          

          
            -160-

            
              

            

          

          
            
            

          

        

        Section
          12.10 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
          12.11 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
          12.12 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]

         

        


        
          
            
              
              

            

            
              -161-

              
                

              

            

            
              
              

            

          

        

        


         

        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/
            Manuel
            Rivas                              


          Name:
            Manuel Rivas 

          Title:
            Authorized Signer

           

           

          By:
            /s/
            Melissa
            Wilman                           

          Name:
            Melissa Wilman 

          Title:
            Vice President 

           

           

          WELLS
            FARGO BANK, N.A., as Master

          Servicer
            

           

           

          By:
            /s/
            Martin
            Reed                                 


          Name:
            Martin Reed 

          Title:
            Vice President

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          WELLS
            FARGO BANK, N.A., as Securities 

          Administrator
            

           

           

          By:
            /s/
            Martin
            Reed                                 


          Name:
            Martin Reed

          Title:
            Vice President

           

           

          WELLS
            FARGO BANK, N.A., as Custodian

           

           

          By: /s/
            Patrick M
            Gorrien                         

          Name:
            Patrick M. Gorrien

          Title:
            Vice President

           

           

          WELLS
            FARGO BANK, N.A., as Originator

           

           

          By:
            /s/ Gretchen E
            Leff                             


          Name:
            Gretchen E Leff

          Title:
            Assistant Vice President 

           

           

          WELLS
            FARGO BANK, N.A., as Servicer

           

           

          By:
            /s/ Gretchen E
            Leff                            


          Name:
            Gretchen E Leff

          Title:
            Assistant 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(k).

           

           

          By:
            /s/ Mark
            Wirth                                     


          Name:
            Mark Wirth

          Title:
            Managing Director #15252

           

        

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        SCHEDULE
          I

         

        Mortgage
          Loan Schedule

        


        


        [To
          be
          retained in a separate closing binder entitled “HASCO 2007-WF1 Mortgage Loan
          Schedules” at the Washington, D.C. offices of McKee Nelson LLP]

        


        
          
            
              
              

            

            
              SCH-I-1

              
                

              

            

            
              
              

            

          

        

        


         

        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.

         

        [PRIOR
          TO
          TERMINATION OF THE SWAP AGREEMENT AND THE CAP AGREEMENT, 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 SOME OTHER APPLICABLE EXEMPTION.
          ANY
          PURPORTED TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE
          SWAP
          AGREEMENT AND THE CAP AGREEMENT 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 Offered Certificates and Class M-10 Certificates.]

        


        
          
            
              
              

            

            
              EXH-A-1

              
                

              

            

            
              
              

            

          

        

        


         

        [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:

                	 	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date:

                	 	
                  July
                    25, 2007

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

                	 	
                  $[        ]

                
	 	 	 
	
                  Initial
                    Certificate Balances of all Certificates of this Class:

                	 	 
	 	
                  I-A

                	
                  $195,515,000.00

                
	 	
                  II-A-1

                	
                  $180,356,000.00

                
	 	
                  II-A-2

                	
                  $33,480,000.00

                
	 	
                  II-A-3

                	
                  $87,647,000.00

                
	 	
                  II-A-4

                	
                  $27,822,000.00

                
	 	
                  M-1

                	
                  $29,797,000.00

                
	 	
                  M-2

                	
                  $23,390,000.00

                
	 	
                  M-3

                	
                  $6,728,000.00

                
	 	
                  M-4

                	
                  $7,690,000.00

                
	 	
                  M-5

                	
                  $7,049,000.00

                
	 	
                  M-6

                	
                  $4,806,000.00

                
	 	
                  M-7

                	
                  $7,049,000.00

                
	 	
                  M-8

                	
                  $5,126,000.00

                
	 	
                  M-9

                	
                  $6,408,000.00

                
	 	
                  M-10

                	
                  $7,690,000.00

                
	 	 	 


        

        


        
          
            
              
              

            

            
              EXH-A-3

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Interest
                    Rate:

                	 	 
	 	
                  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:

                	 	 
	 	
                  I-A

                	
                  40431R
                    AA3

                
	 	
                  II-A-1

                	
                  40431R
                    AB1

                
	 	
                  II-A-2

                	
                  40431R
                    AC9

                
	 	
                  II-A-3

                	
                  40431R
                    AD7

                
	 	
                  II-A-4

                	
                  40431R
                    AE5

                
	 	
                  M-1

                	
                  40431R
                    AF2

                
	 	
                  M-2

                	
                  40431R
                    AG0

                
	 	
                  M-3

                	
                  40431R
                    AH8

                
	 	
                  M-4

                	
                  40431R
                    AJ4

                
	 	
                  M-5

                	
                  40431R
                    AK1

                
	 	
                  M-6

                	
                  40431R
                    AL9

                
	 	
                  M-7

                	
                  40431R
                    AM7

                
	 	
                  M-8

                	
                  40431R
                    AN5

                
	 	
                  M-9

                	
                  40431R
                    AP0

                
	 	
                  M-10

                	
                  40431R
                    AQ8

                
	 	 	 
	
                  ISIN:

                	 	 
	 	
                  I-A

                	
                  US40431RAA32

                
	 	
                  II-A-1

                	
                  US40431RAB15

                
	 	
                  II-A-2

                	
                  US40431RAC97

                
	 	
                  II-A-3

                	
                  US40431RAD70

                
	 	
                  II-A-4

                	
                  US40431RAE53

                
	 	
                  M-1

                	
                  US40431RAF29

                
	 	
                  M-2

                	
                  US40431RAG02

                
	 	
                  M-3

                	
                  US40431RAH84

                
	 	
                  M-4

                	
                  US40431RAJ41

                


        

        


        
          
            
              
              

            

            
              EXH-A-4

              
                

              

            

            
              
              

            

          

        

        


        


        
          	 	
                  M-5

                	
                  US40431RAK14

                
	 	
                  M-6

                	
                  US40431RAL96

                
	 	
                  M-7

                	
                  US40431RAM79

                
	 	
                  M-8

                	
                  US40431RAN52

                
	 	
                  M-9

                	
                  US40431RAP01

                
	 	
                  M-10

                	
                  US40431RAQ83

                


        

        


        


        
          
            
              
              

            

            
              EXH-A-5

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1\

        Mortgage
          Pass-Through Certificates, Series 2007-WF1

        [Class
          [A[-__][Class 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.
          Accordingly, the Certificate Balance at any time may be less than the
          Certificate Balance as set forth herein. This Certificate does not evidence
          an
          obligation of, or an interest in, and is not guaranteed by the Depositor,
          the
          Trustee or any other party to the Agreement referred to below or any of
          their
          respective affiliates. Neither this Certificate nor the Mortgage Loans
          are
          guaranteed or insured by any governmental agency or
          instrumentality.

         

        This
          certifies that [____________]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
          of
          principal and interest pursuant to a Pooling and Servicing Agreement dated
          as of
          the Cut-off Date specified above (the “Agreement”)
          among
          HSI Asset Securitization Corporation, as depositor (the “Depositor”),
          Wells
          Fargo Bank, N.A., as originator, as servicer, master servicer, (in such
          capacity, the “Master
          Servicer”)
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          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.

         

        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.

         

        * * *

        


         

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

         

        
          	
                  Dated:

                	 


        

        


        
          
            
              
              

            

            
              EXH-A-6

              
                

              

            

            
              
              

            

          

        

        


         

        WELLS
          FARGO BANK, N.A.,

        not
          in
          its individual capacity, but solely as

        Securities
          Administrator

         

        By:                        

         

        Authenticated:

         

        By:                        

        Authorized
          Signatory of

        WELLS
          FARGO BANK, N.A.,

        not
          in
          its individual capacity,

        but
          solely as Securities Administrator

        


        
          
            
              
              

            

            
              EXH-A-7

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION 

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as HSI
          Asset Securitization Corporation Trust 2007-WF1 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 Business Day immediately preceding 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-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 shall have the option to purchase the Mortgage Loans and
          therefore cause the termination of the Trust on any Optional Termination
          Date,
          which is any Distribution Date in which the aggregate Stated Principal
          Balance
          of the Mortgage Loans as of the last day of the related Due Period is less
          than
          or equal to 10% of the aggregate Stated Principal Balance of the Mortgage
          Loans
          as of the Cut-off Date.

         

        The
          obligations and responsibilities created by the Agreement will terminate
          as
          provided in Section 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-A-9

              
                

              

            

            
              
              

            

          

        

        


         

        ASSIGNMENT

         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
          unto

         

          
            

          

          
            

          

          
            

          

        

         

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust Fund.

         

        I
          (We)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          denomination and Class, to the above named assignee and deliver such Certificate
          to the following address:

         

          
            

          

        

         

        
          	
                  Dated:

                	 


        

         

                                            

        Signature
          by or on behalf of assignor


         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds to
,                                            ,

        for
          the
          account of ,                                        

        account
          number __________, or, if mailed by check, to                        .

        Applicable
          statements should be mailed to                        ,

         

        This
          information is provided by                    ,
          the
          assignee named above,            or                        ,
          as
          its
          agent.

        


        


        
          
            
              
              

            

            
              EXH-A-10

              
                

              

            

            
              
              

            

          

        

        


         

        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

                	
                  :

                	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2007

                
	 	 	 
	
                  Percentage
                    Interest of this Certificate 

                	
                  :

                	
                  100%

                
	 	 	 
	
                  Interest

                	
                  :

                	
                  None

                
	 	 	 
	
                  CUSIP

                	
                  :

                	
                  40431R
                    AR6

                
	 	 	 
	
                  ISIN

                	
                  :

                	
                  US40431RAR66

                




        


        
          
            
              
              

            

            
              EXH-B-1

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates, Series 2007-WF1

         

        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 [________] is the registered owner of the Percentage Interest
          evidenced by this Certificate in certain monthly distributions of Prepayment
          Charges pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
          Date specified above (the “Agreement”)
          among
          HSI Asset Securitization Corporation, as depositor (the “Depositor”),
          Wells
          Fargo Bank, N.A., as originator, as servicer, master servicer, (in such
          capacity, the “Master
          Servicer”)
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          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:

                	 


        

        
          


           

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity, but solely as

          Securities
            Administrator

           

          By:                        

           

          Authenticated:

           

          By:                        

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity,

          but
            solely as Securities Administrator

          



        

        
          
            
              
              

            

            
              EXH-B-4

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as HSI
          Asset Securitization Corporation Trust 2007-WF1 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 shall have the option to purchase the Mortgage Loans and
          therefore cause the termination of the Trust on any Optional Termination
          Date,
          which is any Distribution Date in which the aggregate Stated Principal
          Balance
          of the Mortgage Loans as of the last day of the related Due Period is less
          than
          or equal to 10% of the aggregate Stated Principal Balance of the Mortgage
          Loans
          as of the Cut-off Date.

         

        The
          obligations and responsibilities created by the Agreement will terminate
          as
          provided in Section 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 ONE OR MORE “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

                	
                  :

                	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2007

                
	 	 	 
	
                  Percentage
                    Interest of this Certificate

                	
                  :

                	
                  100.00%

                
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	
                  None

                
	 	 	 
	
                  CUSIP

                	
                  :

                	
                  40431R
                    AT2

                
	 	 	 
	
                  ISN

                	
                  :

                	
                  US40431RAT23

                


        

        


        


        
          
            
              
              

            

            
              EXH-C-1

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates, Series 2007-WF1

         

        Class
          R

         

        evidencing
          a percentage interest in the distributions allocable to the Certificates
          of the
          above-referenced Class.

         

        Distributions
          in respect of this Certificate are distributable monthly as set forth herein.
          This Class R Certificate has no Certificate Balance and is not entitled to
          distributions in respect of principal or interest. This Certificate does
          not
          evidence an obligation of, or an interest in, and is not guaranteed by
          the
          Depositor, the Trustee or any other party to the Agreement referred to
          below or
          any of their respective affiliates. Neither this Certificate nor the Mortgage
          Loans are guaranteed or insured by any governmental agency or
          instrumentality.

         

        This
          certifies that [HSBC SECURITIES (USA) INC.] is the registered owner of
          the
          Percentage Interest specified above of any monthly distributions due to
          the
          Class R Certificates pursuant to a Pooling and Servicing Agreement dated as
          of the Cut-off Date specified above (the “Agreement”)
          among
          HSI Asset Securitization Corporation, as depositor (the “Depositor”),
          Wells
          Fargo Bank, N.A., as originator, as servicer, master servicer, (in such
          capacity, the “Master
          Servicer”)
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          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:

                	 


        

        
           

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity, but solely as

          Securities
            Administrator

           

          By:                        

           

          Authenticated:

           

          By:                        

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity,

          but
            solely as Securities Administrator

          


        

         

         

        
          
            
              
              

            

            
              EXH-C-4

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as HSI
          Asset Securitization Corporation Trust 2007-WF1 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 shall have the option to purchase the Mortgage Loans and
          therefore cause the termination of the Trust on any Optional Termination
          Date,
          which is any Distribution Date in which the aggregate Stated Principal
          Balance
          of the Mortgage Loans as of the last day of the related Due Period is less
          than
          or equal to 10% of the aggregate Stated Principal Balance of the Mortgage
          Loans
          as of the Cut-off Date.

         

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

                	
                  :

                	
                  June
                    1, 2007

                
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	
                  July
                    25, 2007

                
	 	 	 
	
                  Percentage
                    Interest of this Certificate

                	
                  :

                	
                  100%

                
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	
                  None

                
	 	 	 
	
                  CUSIP

                	
                  :

                	
                  40431R
                    AS4

                
	 	 	 
	
                  ISIN

                	
                  :

                	
                  US40431RAS40

                


        

        


        


        
          
            
              
              

            

            
              EXH-D-1

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates, Series 2007-WF1

         

        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”),
          Wells
          Fargo Bank, N.A., as originator, as servicer, master servicer, (in such
          capacity, the “Master
          Servicer”)
          securities administrator (in such capacity, the “Securities
          Administrator”)
          and
          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-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-D-3

              
                

              

            

            
              
              

            

          

        

        


         

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

         

        
          	
                  Dated:

                	 


        

        
           

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity, but solely as

          Securities
            Administrator

           

          By:                        

           

          Authenticated:

           

          By:                        

          Authorized
            Signatory of

          WELLS
            FARGO BANK, N.A.,

          not
            in
            its individual capacity,

          but
            solely as Securities Administrator

          



        

        
          
            
              
              

            

            
              EXH-D-4

              
                

              

            

            
              
              

            

          

        

        


         

        HSI
          ASSET
          SECURITIZATION CORPORATION

         

        HSI
          Asset
          Securitization Corporation Trust 2007-WF1

        Mortgage
          Pass-Through Certificates

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as HSI
          Asset Securitization Corporation Trust 2007-WF1 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-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 shall have the option to purchase the Mortgage Loans and
          therefore cause the termination of the Trust on any Optional Termination
          Date,
          which is any Distribution Date in which the aggregate Stated Principal
          Balance
          of the Mortgage Loans as of the last day of the related Due Period is less
          than
          or equal to 10% of the aggregate Stated Principal Balance of the Mortgage
          Loans
          as of the Cut-off Date. 

         

        The
          obligations and responsibilities created by the Agreement will terminate
          as
          provided in Section 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-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-D-7

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          E

         

        FORM
          OF
          INITIAL CERTIFICATION OF CUSTODIAN

         

        [date]

        
          	 	 
	
                  HSI
                    Asset Securitization Corporation

                  452
                    Fifth Avenue

                  New
                    York, New York 10018

                	
                  Wells
                    Fargo Bank, N.A.

                  1
                    Home Campus

                  Des
                    Moines, Iowa 50328-0001

                
	 	 
	
                  Wells
                    Fargo Bank, N.A.

                  9062
                    Old Annapolis Road 

                  Columbia,
                    Maryland 21045-1951

                	 
	 	 
	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                	 


        

         

        
          	 	
                  Re:

                	
                  HSI
                    Asset Securitization Corporation Trust, Series
                    2007-WF1

                


        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          dated
          as of June 1, 2007 among HSI Asset Securitization Corporation, as depositor,
          Wells Fargo Bank, N.A., as originator, as servicer, master servicer, securities
          administrator and 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.

                  9062
                    Old Annapolis Road 

                  Columbia,
                    Maryland 21045-1951

                	 
	 	 
	
                  Deutsche
                    Bank National Trust Company

                  1761
                    East St. Andrew Place

                  Santa
                    Ana, California 92705-4934

                	 
	 	 
	
                  Wells
                    Fargo Bank, N.A.

                  1
                    Home Campus

                  Des
                    Moines, Iowa 50328-0001

                	 


        

         

        
          	 	
                  Re:

                	
                  HSI
                    Asset Securitization Corporation, Series
                    2007-WF1

                


        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
          and Servicing Agreement”)
          dated
          as of June 1, 2007 among HSI Asset Securitization Corporation, as depositor,
          Wells Fargo Bank, N.A., as originator, as servicer, master servicer, securities
          administrator and 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 originator 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 Originator 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 Originator 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 2007-WF1

        Mortgage
          Pass-Through Certificates, Series 2007-WF1

        


        
          	
                  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 June 1, 2007 among
          HSI
          Asset Securitization Corporation, as depositor, Wells Fargo Bank, N.A.,
          as
          originator, as servicer, master servicer, securities administrator and
          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:

         

        o  The
          present value of the
          anticipated tax liabilities associated with holding the Certificate, as
          applicable, does not exceed the sum of:

         

        (i) the
          present value of any consideration given to the Transferee to acquire such
          Certificate;

         

        (ii) the
          present value of the expected future distributions on such Certificate;
          and

         

        (iii) the
          present value of the anticipated tax savings associated with holding such
          Certificate as the related REMIC generates losses.

         

        For
          purposes of this calculation, (i) the Transferee is assumed to pay tax at
          the highest rate currently specified in Section 11(b) of the Code (but the
          tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
          highest
          rate specified in Section 11(b) of the Code if the Transferee has been
          subject to the alternative minimum tax under Section 55 of the Code in the
          preceding two years and will compute its taxable income in the current
          taxable
          year using the alternative minimum tax rate) and (ii) present values are
          computed using a discount rate equal to the short-term Federal rate prescribed
          by Section 1274(d) of the Code for the month of the transfer and the
          compounding period used by the Transferee.

         

        o  The
          transfer of the Certificate complies with U.S. Treasury Regulations Sections
          1.860E-1(c)(5) and (6) and, accordingly,

         

        (i) the
          Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
          Section 1.860E-1(c)(6)(i), as to which income from the Certificate will
          only be
          taxed in the United States;

         

        (ii) at
          the
          time of the transfer, and at the close of the Transferee’s two fiscal years
          preceding the year of the transfer, the Transferee had gross assets for
          financial reporting purposes (excluding any obligation of a person related
          to
          the Transferee within the meaning of U.S. Treasury Regulations Section
          1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
          $10 million;

         

        (iii) the
          Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
          transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
          (ii)
          and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
          and

         

        (iv) the
          Transferee determined the consideration paid to it to acquire the Certificate
          based on reasonable market assumptions (including, but not limited to,
          borrowing
          and investment rates, prepayment and loss assumptions, expense and reinvestment
          assumptions, tax rates and other factors specific to the Transferee) that
          it has
          determined in good faith.

         

        o  None
          of
          the above.

        


        
          
            
              
              

            

            
              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

         

        Wells
          Fargo Bank, N.A.,

        as
          Securities Administrator

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

         

        Attention:
          Corporate Trust Services - HASCO 2007-WF1

         

        Re:   HSI
          Asset
          Securitization Corporation Trust 2007-WF1 Mortgage Pass-Through Certificates,
          Series 2007-WF1, 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

         

        Wells
          Fargo Bank, N.A.,

        as
          Securities Administrator

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

         

        Attention:
          Corporate Trust Services - HASCO 2007-WF1

         

        
          	 	
                  Re:

                	
                  HSI
                    Asset Securitization Corporation Trust 2007-WF1


                


        

        Mortgage
          Pass-Through Certificates, Series 2007-WF1, 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 prior to the termination of the swap
          agreement and the cap agreement, 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 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-1

              
                

              

            

            
              
              

            

          

        

        


         

        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-2

              
                

              

            

            
              
              

            

          

        

        


         

        
          	 	
                  ____

                	
                  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.

         

        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.

        


        
          
            
              
              

            

            
              EXH-I-A-3

              
                

              

            

            
              
              

            

          

        

        


         

        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-4

              
                

              

            

            
              
              

            

          

        

        


         

        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-5

              
                

              

            

            
              
              

            

          

        

        


         

        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-6

              
                

              

            

            
              
              

            

          

        

        


         

        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

         

        Wells
          Fargo Bank, N.A.,

        as
          Securities Administrator

        Sixth
          Street and Marquette Avenue

        Minneapolis,
          Minnesota 55479

         

        Attention:
          Corporate Trust Services - HASCO 2007-WF1

         

        
          	 	
                  Re:

                	
                  HSI
                    Asset Securitization Corporation Trust 2007-WF1


                


        

        Mortgage
          Pass-Through Certificates, Series 2007-WF1, 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 prior to the termination of the swap
          agreement and the cap agreement, 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 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-1

              
                

              

            

            
              
              

            

          

        

         

        
           

                                  

          Print
            Name of Transferee

           

          By:                        

          Name:

          Title:

           

          IF
            AN
            ADVISER:

           

                                  

          Print
            Name of Buyer

           

          Date:                        

          



        

        
          
            
              
              

            

            
              EXH-I-B-2

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          J

         

        FORM
          OF
          REQUEST FOR RELEASE

        (for
          Custodian)

         

        To: Wells
          Fargo Bank, N.A.

        24
          Executive Park

        Irvine,
          California 92614

        
        

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
                    of June 1, 2007 among HSI Asset Securitization Corporation, as
                    depositor,
                    Wells Fargo Bank, N.A., as originator, as servicer, master servicer,
                    securities administrator and 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.)

        


        
          
            
              
              

            

            
              EXH-J-1

              
                

              

            

            
              
              

            

          

        

        


         

        ____3.      Mortgage
          Loan Liquidated by _________________. (The Servicer hereby certifies that
          all
          proceeds of foreclosure, insurance, condemnation or other liquidation have
          been
          finally received and credited to the Collection Account pursuant to the
          Pooling
          and Servicing Agreement.)

         

        ____4.      Mortgage
          Loan in Foreclosure.

         

        ____5.      Other
          (explain).  

         

        If
          box 1,
          2 or 3 above is checked, and if all or part of the Custodial File was previously
          released to us, please release to us our previous request and receipt on
          file
          with you, as well as any additional documents in your possession relating
          to the
          specified Mortgage Loan.

         

        If
          box 4
          or 5 above is checked, upon our return of all of the above documents to
          you as
          the Trustee, please acknowledge your receipt by signing in the space indicated
          below, and returning this form if requested by us.

         

        [______________]

         

        By:                        

        Name:

        Title:

        Date:

         

        ACKNOWLEDGED
          AND AGREED:

         

        WELLS
          FARGO BANK, N.A.

         

        By:                        

        Name:

        Title:

        Date:

        


        


        
          
            
              
              

            

            
              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 2007-WF1

        Mortgage
          Pass-Through Certificates

        Series
          2007-WF1

         

        This
          Certification is being made pursuant to Section 3.24 and Section 8.12 of
          the Pooling and Servicing Agreement dated as of June 1, 2007 (the “Pooling
          and Servicing Agreement”)
          relating to the above-referenced Series, among HSI Asset Securitization
          Corporation, as depositor, Wells Fargo Bank, N.A., as originator, as servicer,
          master servicer, securities administrator and 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 2007-WF1 (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 the 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, the Servicer
          has
          fulfilled its obligations under the Pooling and 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: [_____].

        


         

        WELLS
          FARGO BANK, N.A.

        as
          Master
          Servicer

         

        By:                        

        Name:

        Title:

        Date:

        


        


        
          
            
              
              

            

            
              EXH-L-2

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          M

         

        FORM
          OF
          BACK-UP SARBANES-OXLEY CERTIFICATION

         

        
          	 	
                  Re:

                	
                  Pooling
                    and Servicing Agreement, dated as of May 1, 2007 (the “Agreement”),
                    among HSI Asset Securitization Corporation, as depositor (the
                    “Depositor”),
                    Wells Fargo Bank, N.A., as originator, as servicer, as master
                    servicer
                    (the “Master
                    Servicer”),
                    securities administrator (the “Securities
                    Administrator”)
                    and custodian, OfficeTiger Global Real Estate Services Inc.,
                    as credit
                    risk manager, and Deutsche Bank National Trust Company, as
                    trustee

                


        

         

        I,
          ____________________________, the _______________________ of [NAME OF COMPANY]
          (the “Company”), certify to the Depositor and their officers, with the knowledge
          and intent that they will rely upon this certification, that:

         

        1. I
          have
          reviewed the servicer compliance statement of the Company provided in accordance
          with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
          assessment of the Company’s compliance with the servicing criteria set forth in
          Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
          with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
          amended
          (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
          Assessment”), the registered public accounting firm’s attestation report
          provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and
          Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
          reports, officer’s certificates and other information relating to the servicing
          of the Mortgage Loans by the Company during 200[ ] that were delivered
          by the
          Company to the Depositor, the Master Servicer and the Securities Administrator
          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 and the Securities Administrator;

         

        4. I
          am
          responsible for reviewing the activities performed by the Company as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Servicing Assessment or the Attestation Report,
          the
          Company has fulfilled its obligations under the Agreement in all material
          respects; and

        


        
          
            
              
              

            

            
              EXH-M-1

              
                

              

            

            
              
              

            

          

        

        


         

        5. The
          Compliance Statement required to be delivered by the Company pursuant to
          this
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Company and by any Subservicer and Subcontractor pursuant
          to the
          Agreement, have been provided to the Depositor, the Master Servicer and
          the
          Securities Administrator. Any material instances of noncompliance described
          in
          such reports have been disclosed to the Depositor, the Master Servicer
          and the
          Securities Administrator. Any material instance of noncompliance with the
          Servicing Criteria has been disclosed in such reports.

        


        


        
          	 	
                  Date:
                    _________________________

                
	 	 
	 	 
	 	
                  By: _______________________________

                
	 	
                  Name:

                
	 	
                  Title:

                


        

        


        


        


        
          
            
              
              

            

            
              EXH-M-2

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          N-1

        


        FORM
          OF
          MONTHLY REMITTANCE ADVICE

        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer. 

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                


        

        


        
          
            
              
              

            

            
              EXH-N-1-1

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        


        
          
            
              
              

            

            
              EXH-N-1-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

        


        
          
            
              
              

            

            
              EXH-N-1-3

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          N-2

         

        STANDARD
          LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT

        


        Exhibit
          : Standard
          File Layout - Delinquency Reporting

        


          *The
          column/header names in bold
          are
          the minimum fields Wells Fargo must receive from every
          Servicer

        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted. 

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                


        

        


        
          
            
              
              

            

            
              EXH-N-2-1

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a loan.
                    Code
                    indicates the reason why the loan is in default for this
                    cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                


        

        


        
          
            
              
              

            

            
              EXH-N-2-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

         

        Exhibit
          2: Standard
          File Codes - Delinquency Reporting

         

        The
          Loss
          Mit Type
          field
          should show the approved Loss Mitigation Code as follows: 

        
          	 	
                  ·

                	
                  ASUM-

                	
                  Approved
                    Assumption

                
	 	
                  ·

                	
                  BAP-

                	
                  Borrower
                    Assistance Program

                
	 	
                  ·

                	
                  CO-

                	
                  Charge
                    Off

                
	 	
                  ·

                	
                  DIL-

                	
                  Deed-in-Lieu

                
	 	
                  ·

                	
                  FFA-

                	
                  Formal
                    Forbearance Agreement

                
	 	
                  ·

                	
                  MOD-

                	
                  Loan
                    Modification

                
	 	
                  ·

                	
                  PRE-

                	
                  Pre-Sale

                
	 	
                  ·

                	
                  SS-

                	
                  Short
                    Sale

                
	 	
                  ·

                	
                  MISC-

                	
                  Anything
                    else approved by the PMI or Pool
                    Insurer

                


        

         

        


        


        
          
            
              
              

            

            
              EXH-N-2-3

              
                

              

            

            
              
              

            

          

        

        


        NOTE:
          Wells
          Fargo Bank will accept alternative Loss Mitigation Types to those above,
          provided that they are consistent with industry standards. If Loss Mitigation
          Types other than those above are used, the Servicer must supply Wells Fargo
          Bank
          with a description of each of the Loss Mitigation Types prior to sending
          the
          file.

         

        The
          Occupant
          Code
          field
          should show the current status of the property code as follows:

         

        
          	 	
                  ·

                	
                  Mortgagor

                


        

        
          	 	
                  ·

                	
                  Tenant

                


        

        
          	 	
                  ·

                	
                  Unknown
                    

                


        

        
          	 	
                  ·

                	
                  Vacant

                


        

         

        The
          Property
          Condition
          field
          should show the last reported condition of the property as follows:


        ·  Damaged

        ·     
          Excellent

        ·     
          Fair

        ·     
          Gone

        ·     
          Good

        ·     
          Poor

        ·     
          Special
          Hazard

        ·     
          Unknown

        


        
          
            
              
              

            

            
              EXH-N-2-4

              
                

              

            

            
              
              

            

          

        

        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

         

        The
          FNMA
          Delinquent Reason Code
          field
          should show the Reason for Delinquency as follows: 

        


        
          	
                  Delinquency
                    Code

                	
                  Delinquency
                    Description

                
	
                  001

                	
                  FNMA-Death
                    of principal mortgagor

                
	
                  002

                	
                  FNMA-Illness
                    of principal mortgagor

                
	
                  003

                	
                  FNMA-Illness
                    of mortgagor’s family member

                
	
                  004

                	
                  FNMA-Death
                    of mortgagor’s family member

                
	
                  005

                	
                  FNMA-Marital
                    difficulties

                
	
                  006

                	
                  FNMA-Curtailment
                    of income

                
	
                  007

                	
                  FNMA-Excessive
                    Obligation

                
	
                  008

                	
                  FNMA-Abandonment
                    of property

                
	
                  009

                	
                  FNMA-Distant
                    employee transfer

                
	
                  011

                	
                  FNMA-Property
                    problem

                
	
                  012

                	
                  FNMA-Inability
                    to sell property

                
	
                  013

                	
                  FNMA-Inability
                    to rent property

                
	
                  014

                	
                  FNMA-Military
                    Service

                
	
                  015

                	
                  FNMA-Other

                
	
                  016

                	
                  FNMA-Unemployment

                
	
                  017

                	
                  FNMA-Business
                    failure

                
	
                  019

                	
                  FNMA-Casualty
                    loss

                
	
                  022

                	
                  FNMA-Energy
                    environment costs

                
	
                  023

                	
                  FNMA-Servicing
                    problems

                
	
                  026

                	
                  FNMA-Payment
                    adjustment

                
	
                  027

                	
                  FNMA-Payment
                    dispute

                
	
                  029

                	
                  FNMA-Transfer
                    of ownership pending

                
	
                  030

                	
                  FNMA-Fraud

                
	
                  031

                	
                  FNMA-Unable
                    to contact borrower

                
	
                  INC

                	
                  FNMA-Incarceration

                


        

        


        


        
          
            
              
              

            

            
              EXH-N-2-5

              
                

              

            

            
              
              

            

          

        

        


        


        Exhibit
          2: Standard
          File Codes - Delinquency Reporting, Continued

         

        The
          FNMA
          Delinquent Status Code
          field
          should show the Status of Default as follows: 

        


        
          	
                  Status
                    Code

                	
                  Status
                    Description

                
	
                  09

                	
                  Forbearance

                
	
                  17

                	
                  Pre-foreclosure
                    Sale Closing Plan Accepted

                
	
                  24

                	
                  Government
                    Seizure

                
	
                  26

                	
                  Refinance

                
	
                  27

                	
                  Assumption

                
	
                  28

                	
                  Modification

                
	
                  29

                	
                  Charge-Off

                
	
                  30

                	
                  Third
                    Party Sale

                
	
                  31

                	
                  Probate

                
	
                  32

                	
                  Military
                    Indulgence

                
	
                  43

                	
                  Foreclosure
                    Started

                
	
                  44

                	
                  Deed-in-Lieu
                    Started

                
	
                  49

                	
                  Assignment
                    Completed

                
	
                  61

                	
                  Second
                    Lien Considerations

                
	
                  62

                	
                  Veteran’s
                    Affairs-No Bid

                
	
                  63

                	
                  Veteran’s
                    Affairs-Refund

                
	
                  64

                	
                  Veteran’s
                    Affairs-Buydown

                
	
                  65

                	
                  Chapter
                    7 Bankruptcy

                
	
                  66

                	
                  Chapter
                    11 Bankruptcy

                
	
                  67

                	
                  Chapter
                    13 Bankruptcy

                


        

        


        
          
            
              
              

            

            
              EXH-N-2-6

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          N-3

         

        FORM
          OF
          LOAN LOSS REPORT

        


        Exhibit
          : Calculation
          of Realized Loss/Gain Form 332- Instruction Sheet

        NOTE:
          Do not net or combine items. Show all expenses individually and all credits
          as
          separate line items. Claim packages are due on the remittance report date.
          Late
          submissions may result in claims not being passed until the following month.
          The
          Servicer is responsible to remit all funds pending loss approval and /or
          resolution of any disputed items. 

        (b) 

         

        (c) The
          numbers on the 332 form correspond with the numbers listed below.

         

        Liquidation
          and Acquisition Expenses:

         

        
          	 	
                  1.

                	
                  The
                    Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                    an Amortization Schedule from date of default through liquidation
                    breaking
                    out the net interest and servicing fees advanced is
                    required.

                


        

         

        
          	 	
                  2.

                	
                  The
                    Total Interest Due less the aggregate amount of servicing fee
                    that would
                    have been earned if all delinquent payments had been made as
                    agreed. For
                    documentation, an Amortization Schedule from date of default
                    through
                    liquidation breaking out the net interest and servicing fees
                    advanced is
                    required.

                


        

         

        
          	 	
                  3.
                    

                	
                  Accrued
                    Servicing Fees based upon the Scheduled Principal Balance of
                    the Mortgage
                    Loan as calculated on a monthly basis. For documentation, an
                    Amortization
                    Schedule from date of default through liquidation breaking out
                    the net
                    interest and servicing fees advanced is
                    required.

                


        

         

        
          	 	
                  4-12.

                	
                  Complete
                    as applicable. Required
                    documentation:

                


        

         

        *
          For
          taxes and insurance advances - see page 2 of 332 form - breakdown required
          showing period of coverage, base tax, interest, penalty. Advances prior
          to
          default require evidence of servicer efforts to recover advances.

         

        *
          For
          escrow advances - complete payment history 

        (to
          calculate advances from last positive escrow balance forward)

         

        *
          Other
          expenses -  copies of corporate advance history showing all payments


         

        *
          REO
          repairs > $1500 require explanation

         

        *
          REO
          repairs >$3000 require evidence of at least 2 bids.

         

        *
          Short
          Sale or Charge Off require P&L supporting the decision and WFB’s approved
          Servicing Officer certification 

         

        *
          Unusual
          or extraordinary items may require further documentation. 

         

        


        
          
            
              
              

            

            
              EXH-N-3-1

              
                

              

            

            
              
              

            

          

        

        


         

        13.    The
          total
          of lines 1 through 12.

         

        (d) Credits:
          

         

        
          	 	
                  14-21.

                	
                  Complete
                    as applicable. Required
                    documentation:

                


        

         

        
          	 	 	
                  *
                    Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, bid
                    instructions and Escrow Agent / Attorney Letter of Proceeds
                    Breakdown.

                


        

         

        
          	 	 	
                  *
                    Copy of EOB for any MI or gov't guarantee


                


        

         

        
          	 	 	
                  *
                    All other credits need to be clearly defined on the 332
                    form      
                         

                


        

         

        
          	 	
                  22.

                	
                  The
                    total of lines 14 through 21.

                


        

         

        
          	 	
                  Please
                    Note:

                	
                  For
                    HUD/VA loans, use line (18a) for Part A/Initial proceeds and
                    line (18b)
                    for Part B/Supplemental proceeds.

                


        

         

        Total
          Realized Loss (or Amount of Any Gain)

         

        
          	 	
                  23.

                	
                  The
                    total derived from subtracting line 22 from 13. If the amount
                    represents a
                    realized gain, show the amount in parenthesis ( ).
                    

                


        

        


        
          
            
              
              

            

            
              EXH-N-3-2

              
                

              

            

            
              
              

            

          

        

        


        Exhibit
          3A: Calculation
          of Realized Loss/Gain Form 332

         

        
          	
                  Prepared
                    by: __________________

                	 	
                  Date:
                    _______________

                
	
                  Phone:
                    ______________________ 

                	 	
                  Email
                    Address:_____________________

                


        

         

        
          	
                  Servicer
                    Loan No.

                	 	
                  Servicer
                    Name

                	 	
                  Servicer
                    Address 

                   

                


        

         

        WELLS
          FARGO BANK, N.A. Loan No._____________________________

         

        Borrower's
          Name: _________________________________________________________

        Property
          Address: _________________________________________________________

         

        Liquidation
          Type: REO Sale  
          3rd
          Party Sale  Short
          Sale    Charge
          Off 

         

        Was
          this loan granted a Bankruptcy deficiency or cramdown  Yes 
          No

        If
“Yes”,
          provide deficiency or cramdown amount
          _______________________________

         

        
          	
                  Liquidation
                    and Acquisition Expenses:

                	 	 
	
                  (1)

                	
                  Actual
                    Unpaid Principal Balance of Mortgage Loan

                	
                  $
                    ______________

                	
                  (1)

                
	
                  (2)

                	
                  Interest
                    accrued at Net Rate

                	
                  ________________

                	
                  (2)

                
	
                  (3)

                	
                  Accrued
                    Servicing Fees

                	
                  ________________

                	
                  (3)

                
	
                  (4)

                	
                  Attorney's
                    Fees

                	
                  ________________

                	
                  (4)

                
	
                  (5)

                	
                  Taxes
                    (see page 2)

                	
                  ________________

                	
                  (5)

                
	
                  (6)

                	
                  Property
                    Maintenance

                	
                  ________________

                	
                  (6)

                
	
                  (7)

                	
                  MI/Hazard
                    Insurance Premiums (see page 2)

                	
                  ________________

                	
                  (7)

                
	
                  (8)

                	
                  Utility
                    Expenses

                	
                  ________________

                	
                  (8)

                
	
                  (9)

                	
                  Appraisal/BPO

                	
                  ________________

                	
                  (9)

                
	
                  (10)

                	
                  Property
                    Inspections

                	
                  ________________

                	
                  (10)

                
	
                  (11)

                	
                  FC
                    Costs/Other Legal Expenses

                	
                  ________________

                	
                  (11)

                
	
                  (12)

                	
                  Other
                    (itemize)

                	
                  ________________

                	
                  (12)

                
	 	
                  Cash
                    for Keys__________________________

                	
                  ________________

                	
                  (12)

                
	 	
                  HOA/Condo
                    Fees_______________________

                	
                  ________________

                	
                  (12)

                
	 	
                  ______________________________________

                	
                  ________________

                	
                  (12)

                
	 	
                  Total
                    Expenses

                	
                  $
                    _______________

                	
                  (13)

                
	
                  Credits:

                	 	 	 
	
                  (14)

                	
                  Escrow
                    Balance

                	
                  $
                    _______________

                	
                  (14)

                
	
                  (15)

                	
                  HIP
                    Refund

                	
                  ________________

                	
                  (15)

                
	
                  (16)

                	
                  Rental
                    Receipts

                	
                  ________________

                	
                  (16)

                
	
                  (17)

                	
                  Hazard
                    Loss Proceeds

                	
                  ________________

                	
                  (17)

                
	
                  (18)

                	
                  Primary
                    Mortgage Insurance / Gov’t Insurance

                	
                  ________________

                	
                  (18a)
                    

                
	 	
                  HUD
                    Part A

                	 	 
	 	
                  HUD
                    Part B

                	
                  ________________
                    

                	
                  (18b)

                
	
                  (19)

                	
                  Pool
                    Insurance Proceeds

                	
                  ________________

                	
                  (19)

                
	
                  (20)

                	
                  Proceeds
                    from Sale of Acquired Property

                	
                  ________________

                	
                  (20)

                
	
                  (21)

                	
                  Other
                    (itemize)

                	
                  ________________

                	
                  (21)

                
	 	
                  _________________________________________

                	
                  ________________

                	
                  (21)

                
	 	 	 	 
	 	
                  Total
                    Credits

                	
                  $________________

                	
                  (22)

                
	 	
                  Total
                    Realized Loss (or Amount of Gain)

                	
                  $________________

                	
                  (23)

                


        

        


        
          
            
              
              

            

            
              EXH-N-3-3

              
                

              

            

            
              
              

            

          

        

        


        Escrow
          Disbursement Detail

        


        


        
          	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


        

        


        


        
          
            
              
              

            

            
              EXH-N-3-4

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          O

         

        FORM
          OF SWAP AGREEMENT

        


        
          
            
              
              

            

            
              EXH-O-1

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          P

         

        FORM
          OF CAP AGREEMENT

        


        
          
            
              
              

            

            
              EXH-P-1

              
                

              

            

            
              
              

            

          

        

        


         

        EXHIBIT
          Q

         

        SELLER’S
          WARRANTIES AND SERVICING AGREEMENT

        


        


        
          
            
              
              

            

            
              EXH-Q-1

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          R

        


        [RESERVED]

        


        


        
          
            
              
              

            

            
              EXH-R-1

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          S

        


        SERVICING
          CRITERIA MATRIX

        


        The
          assessment of compliance to be delivered by Wells Fargo Bank, N.A. (“Wells
          Fargo”), in its capacities as Servicer, Master Servicer, Securities
          Administrator and Custodian, 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 June 1, 2007 (the
          “Pooling and Servicing Agreement”), by and among HSI Asset Securitization
          Corporation, as depositor, Wells Fargo Bank, N.A., as originator, as servicer,
          master servicer, securities administrator and custodian, OfficeTiger Global
          Real
          Estate Services Inc., as credit risk manager, and Deutsche Bank National
          Trust
          Company, as trustee. 


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Wells
                    Fargo

                	
                  Servicer*

                
	 	
                  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

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	
                  X

                
	
                  1122(d)(1)(iii)

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

                	 	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	
                  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

                	
                  X

                


        

        


        
          
            
              
              

            

            
              EXH-S-1

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Wells
                    Fargo

                	
                  Servicer*

                
	
                  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

                	
                  A,
                    B & D

                
	 	
                  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

                	
                  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

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  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

                	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 	 


        

        


        
          
            
              
              

            

            
              EXH-S-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Wells
                    Fargo

                	
                  Servicer*

                
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	
                  X

                	
                  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. 

                	 	
                  X

                
	
                  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. 

                	 	
                  X

                
	
                  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.
                    

                	 	
                  X

                
	
                  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).
                    

                	 	
                  X

                
	
                  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. 

                	 	
                  X

                
	
                  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. 

                	 	
                  X

                


        

        


        
          
            
              
              

            

            
              EXH-S-3

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Wells
                    Fargo

                	
                  Servicer*

                
	
                  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. 

                	 	
                  X

                
	
                  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. 

                	 	
                  X

                
	
                  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. 

                	 	
                  X

                
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. 

                	
                  [X]

                  if
                    obligated under transaction documents

                	 
	 	 	 	 


        

        


        
          
            
              
              

            

            
              EXH-S-4

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          T

        


        


        Trustee:
          Deutsche Bank National Trust Company

        


        Securities
          Administrator:
          Wells
          Fargo Bank, N.A.

        


        Master
          Servicer:
          Wells
          Fargo Bank, N.A. 

        


        Derivative
          Counterparty:
          Credit
          Suisse International

        


        Servicer:
          Wells
          Fargo Bank, N.A.

        


        Originator:
          Wells
          Fargo Bank, N.A.

        


        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

        


        Wells
          Fargo Bank, N.A., 

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Attention:
          Client Manager - HASCO 2007-WF1

        


        
          	
                  RE:

                	
                  Annual
                    officer’s certificate delivered pursuant to Section 3.24 of that certain
                    Pooling Servicing Agreement, dated as of June 1, 2007 (the “Pooling
                    and Servicing Agreement”),
                    among HSI Asset Securitization Corporation, as depositor (the
                    “Depositor”),
                    Wells Fargo Bank, N.A., as originator, as servicer (the “Servicer”),
                    master servicer (the “Master
                    Servicer”),
                    securities administrator (the “Securities
                    Administrator”)
                    and 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 [the Servicer] [Master
          Servicer]
          [Securities Administrator] [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 [Servicer] [Master Servicer]
                    [Securities
                    Administrator] during the preceding calendar year (or portion
                    thereof) and
                    of its performance under the Agreement for such period has been
                    made under
                    my supervision.

                


        

        


        
          	
                  2.

                	
                  To
                    the best of my knowledge, based on such review, the [Servicer]
                    [Master
                    Servicer] [Securities Administrator] [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 [Servicer][Master
                    Servicer][Securities Administrator] each such failure known to
                    me and the
                    nature and status thereof, including the steps being taken by
                    the
                    [Servicer] [Master Servicer] [Securities Administrator] [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

                  Securities
                    Administrator

                
	
                  Any
                    information required by 1121 which is NOT included on the [Monthly
                    Statement]

                	
                  Depositor

                
	
                  Item
                    2: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceeding known to be contemplated by governmental
                    authorities:

                	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Master
                    Servicer, Securities Administrator, Servicer 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

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	
                  Depositor

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

                	
                  Servicer

                
	
                  ▪
                    Any other party contemplated by 1100(d)(1)

                	
                  Depositor

                


        

        


        
          
            
              
              

            

            
              EXH-V-1

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    3: Sale of Securities and Use of Proceeds

                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	
                  Depositor

                
	
                   

                  Item
                    4: Defaults Upon Senior Securities

                   

                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	
                   

                  Securities
                    Administrator

                
	
                  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

                


        

        


        
          
            
              
              

            

            
              EXH-V-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 
	
                  ▪
                    Determining current maximum probable exposure

                	
                  Depositor

                
	
                  ▪
                    Determining current significance percentage

                	
                  Depositor

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

                	
                  Depositor

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

                	 
	
                  Item
                    8: Other Information

                   

                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                   

                   

                   

                  Any
                    party responsible for the applicable Form 8-K Disclosure
                    item

                
	
                  Item
                    9: Exhibits

                  Monthly
                    Statement to Certificateholders

                	
                   

                  Securities
                    Administrator

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                
	 	 


        

        


        


        
          
            
              
              

            

            
              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

                	
                  Securities
                    Administrator

                  Depositor

                
	
                  Reg
                    AB Item 1112(b): Significant Obligors of Pool
                    Assets

                	 
	
                  Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-K if updated
                    information
                    is required pursuant to the Item.

                	 
	
                  Reg
                    AB Item 1114(b)(2): Credit Enhancement Provider Financial
                    Information

                	 
	
                  ▪
                    Determining applicable disclosure threshold

                	
                  Depositor

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

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-K if updated
                    information
                    is required pursuant to the Item.

                	 
	
                  Reg
                    AB Item 1115(b): Derivative Counterparty Financial
                    Information

                	 
	
                  ▪
                    Determining current maximum 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.

                	 


        

        


        
          
            
              
              

            

            
              EXH-W-1

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  Reg
                    AB Item 1117: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceeding known to be contemplated by governmental
                    authorities:

                	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Master
                    Servicer, Securities Administrator, Servicer 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

                
	
                  ▪
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivative Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        

        


        
          
            
              
              

            

            
              EXH-W-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  Whether
                    there are any “outside the ordinary course business arrangements” other
                    than would be obtained in an arm’s length transaction between (a) the
                    Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                    and (b) any
                    of the following parties (or their affiliates) on the other hand,
                    that
                    exist currently or within the past two years and that are material
                    to a
                    Certificateholder’s understanding of the Certificates:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Servicer

                	
                  Servicer

                
	
                  ▪
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        

        


        


        
          
            
              
              

            

            
              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

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

                	
                  Servicer

                
	
                  ▪
                    Other material servicers

                	
                  Servicer

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                


        

        


        
          
            
              
              

            

            
              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

                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  Item
                    3.03- Material Modification to Rights of Security
                    Holders

                   

                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement.

                	
                  Securities
                    Administrator

                  Depositor

                
	
                  Item
                    5.03- Amendments of Articles of Incorporation or Bylaws; Change
                    of Fiscal
                    Year

                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”.

                	
                  Depositor

                
	
                  Item
                    6.01- ABS Informational and Computational
                    Material

                	
                  Depositor

                
	
                  Item
                    6.02- Change of Servicer or Securities Administrator

                   

                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers or
                    trustee.

                	
                  Master
                    Servicer/Securities Administrator/Depositor/

                  Servicer

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

                	
                  Servicer/Master
                    Servicer/Depositor

                
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	
                  Trustee

                


        

        


        
          
            
              
              

            

            
              EXH-X-2

              
                

              

            

            
              
              

            

          

        

        


        


        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  Item
                    6.03- Change in Credit Enhancement or External
                    Support

                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	
                  Depositor/Securities
                    Administrator

                
	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Securities
                    Administrator

                
	
                  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

                


        

        


        


        
          
            
              
              

            

            
              EXH-X-3

              
                

              

            

            
              
              

            

          

        

        


        EXHIBIT
          Y

        


        ADDITIONAL
          DISCLOSURE NOTIFICATION

         

        **SEND
          TO WELLS FARGO VIA FAX TO 443-367-3307 AND VIA EMAIL TO
          cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
          IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
          BELOW**

        


         

        Wells
          Fargo Bank, N.A. 

        as
          Securities Administrator 

         

        9062
          Old
          Annapolis Road

        Columbia,
          Maryland 21045

        Fax:
          (410) 715-2380

        E-mail:
          cts.sec.notifications@wellsfargo.com

         

        HSI
          Asset
          Securitization Corporation

        452
          Fifth
          Avenue

        New
          York,
          New York 10018

        Attention:
          Head MBS Principal Finance

        


        Attn:
          Client Manager-HASCO 2007-WF1-SEC REPORT PROCESSING

         

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

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 8.12 of the Pooling and Servicing Agreement, dated
          as of
          June 1, 2007 (the “Pooling
          and Servicing Agreement”),
          among
          HSI Asset Securitization Corporation, as depositor (the “Depositor”),
          Wells
          Fargo Bank, N.A., as originator, as servicer, as master servicer (the
“Master
          Servicer”),
          as
          securities administrator (the “Securities
          Administrator”)
          and as
          custodian, OfficeTiger Global Real Estate Services Inc., as credit risk
          manager,
          and Deutsche Bank National Trust Company, as trustee. The Undersigned,
          as [ ],
          hereby notifies you that certain events have come to our attention that
          [will][may] need to be disclosed on Form [ ].

         

        Description
          of Additional Form [ ] Disclosure:

         

        List
          of
          Any Attachments hereto to be included in the Additional Form [ ]
          Disclosure:

         

        Any
          inquiries related to this notification should be directed to [ ], phone
          number:
          [ ]; email address: [ ].

         

        


        
          
            
              
              

            

            
              EXH-Y-1

              
                

              

            

            
              
              

            

          

        

         

        [NAME
          OF
          PARTY]

         

        as
          [role]


         

        By:
          __________________

        Name:

        Title:

         

        


        
          
            
              
              

            

            
              EXH-Y-2