Unassociated Document


    NOMURA
      HOME EQUITY LOAN, INC.,

     

    Depositor

     

     

    NOMURA
      CREDIT & CAPITAL, INC.,

     

    Sponsor

     

     

    OCWEN
      LOAN SERVICING, LLC

     

    EQUITY
      ONE, INC.

     

    Servicers

     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer and Securities Administrator

     

    and

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

     

    Trustee

     

    
      	 	 	 


    

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of April 1, 2007

     

    
      	 	 	 


    

    


     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-3

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

    ARTICLE
      I     DEFINITIONS

     

    
      	 	
              Section
                1.01

            	
              Defined
                Terms

            	 


    

    
      	 	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls

            	 


    

     

    ARTICLE
      II     CONVEYANCE
      OF
      TRUST FUND REPRESENTATIONS AND WARRANTIES

     

    
      	 	
              Section
                2.01

            	
              Conveyance
                of Trust Fund

            	 


    

    
      	 	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans

            	 


    

    
      	 	
              Section
                2.03

            	
              Representations,
                Warranties and Covenants of the Servicers, the Sponsor and the Master
                Servicer

            	 


    

    
      	 	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor

            	 


    

    
      	 	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases

            	 


    

    
      	 	
              Section
                2.06

            	
              Issuance
                of the REMIC I Regular Interests

            	 


    

    
      	 	
              Section
                2.07

            	
              Conveyance
                of the REMIC I Regular Interests; Issuance and Conveyance of the
                REMIC II
                Regular Interests, the Class X Interest, the Class P Interest and
                the
                Class IO Interest

            	 


    

    
      	 	
              Section
                2.08

            	
              Issuance
                of Class R Certificates and Class R-X Certificates

            	 


    

    
      	 	
              Section
                2.09

            	
              Establishment
                of Trust

            	 


    

    
      	 	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust

            	 


    

     

    ARTICLE
      III     ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    
      	 	
              Section
                3.01

            	
              Servicers
                to act as Servicers of the Mortgage Loans

            	 


    

    
      	 	
              Section
                3.02

            	
              Due-on-Sale
                Clauses; Assumption Agreements

            	 


    

    
      	 	
              Section
                3.03

            	
              Subservicers

            	 


    

    
      	 	
              Section
                3.04

            	
              Documents,
                Records and Funds in Possession of the Servicers To Be Held for
                Trustee

            	 


    

    
      	 	
              Section
                3.05

            	
              Maintenance
                of Hazard Insurance

            	 


    

    
      	 	
              Section
                3.06

            	
              Presentment
                of Claims and Collection of Proceeds

            	 


    

    
      	 	
              Section
                3.07

            	
              Maintenance
                of Insurance Policies

            	 


    

    
      	 	
              Section
                3.08

            	
              Reserved

            	 


    

    
      	 	
              Section
                3.09

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

            	 


    

    
      	 	
              Section
                3.10

            	
              Servicing
                Compensation

            	 


    

    
      	 	
              Section
                3.11

            	
              REO
                Property

            	 


    

    
      	 	
              Section
                3.12

            	
              Liquidation
                Reports

            	 


    

    
      	 	
              Section
                3.13

            	
              Annual
                Statement as to Compliance

            	 


    

    
      	 	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports

            	 


    

    
      	 	
              Section
                3.15

            	
              Books
                and Records

            	 


    

    
      	 	
              Section
                3.16

            	
              The
                Trustee

            	 


    

    
      	 	
              Section
                3.17

            	
              REMIC-Related
                Covenants

            	 


    

    
      	 	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information

            	 


    

    
      	 	
              Section
                3.19

            	
              Release
                of Mortgage Files

            	 


    

    
      	 	
              Section
                3.20

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

            	 


    

    
      	 	
              Section
                3.21

            	
              Possession
                of Certain Insurance Policies and Documents

            	 


    

    
      	 	
              Section
                3.22

            	
              [Reserved]

            	 


    

    
      	 	
              Section
                3.23

            	
              UCC

            	 


    

    
      	 	
              Section
                3.24

            	
              Optional
                Purchase of Defaulted Mortgage Loans; Optional Purchase of Certain
                Mortgage Loans

            	 


    

    
      	 	
              Section
                3.25

            	
              [Reserved]

            	 


    

    
      	 	
              Section
                3.26

            	
              Collection
                of Mortgage Loan Payments; Custodial Accounts

            	 


    

    
      	 	
              Section
                3.27

            	
              Permitted
                Withdrawals From the Custodial Accounts

            	 


    

    
      	 	
              Section
                3.28

            	
              Reports
                to Master Servicer

            	 


    

    
      	 	
              Section
                3.29

            	
              Collection
                of Taxes; Assessments and Similar Items; Escrow Accounts

            	 


    

    
      	 	
              Section
                3.30

            	
              Adjustments
                to Mortgage Rate and Scheduled Payment

            	 


    

    
      	 	
              Section
                3.31

            	
              Distribution
                Account

            	 


    

    
      	 	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution Account

            	 


    

    
      	 	
              Section
                3.33

            	
              Credit
                Risk Management Services and Reports; Reliability of Data

            	 


    

    
      	 	
              Section
                3.34

            	
              Intellectual
                Property and Confidentiality

            	 


    

    
      	 	
              Section
                3.35

            	
              Limitation
                Upon Liability of Credit Risk Manager; Indemnification

            	 


    

    
      	 	
              Section
                3.36

            	
              Resignation
                or Removal of Credit Risk Manager

            	 


    

     

    ARTICLE
      IV     ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    
      	 	
              Section
                4.01

            	
              The
                Master Servicer

            	 


    

    
      	 	
              Section
                4.02

            	
              Monitoring
                of the Servicers

            	 


    

    
      	 	
              Section
                4.03

            	
              Fidelity
                Bond

            	 


    

    
      	 	
              Section
                4.04

            	
              Power
                to Act; Procedures

            	 


    

    
      	 	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements

            	 


    

    
      	 	
              Section
                4.06

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

            	 


    

    
      	 	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies

            	 


    

    
      	 	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds

            	 


    

    
      	 	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies

            	 


    

    
      	 	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents

            	 


    

    
      	 	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans

            	 


    

    
      	 	
              Section
                4.12

            	
              Compensation
                for the Master Servicer

            	 


    

    
      	 	
              Section
                4.13

            	
              REO
                Property

            	 


    

    
      	 	
              Section
                4.14

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls

            	 


    

     

    ARTICLE
      V     ADVANCES
      AND
      DISTRIBUTIONS

     

    
      	 	
              Section
                5.01

            	
              Advances;
                Advance Facility

            	 


    

    
      	 	
              Section
                5.02

            	
              Compensating
                Interest Payments

            	 


    

    
      	 	
              Section
                5.03

            	
              REMIC
                Distributions

            	 


    

    
      	 	
              Section
                5.04

            	
              Distributions

            	 


    

    
      	 	
              Section
                5.05

            	
              Allocation
                of Realized Losses

            	 


    

    
      	 	
              Section
                5.06

            	
              Monthly
                Statements to Certificateholders

            	 


    

    
      	 	
              Section
                5.07

            	
              REMIC
                Designations, REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and
                REMIC VI
                Allocations

            	 


    

    
      	 	
              Section
                5.08

            	
              Prepayment
                Charges

            	 


    

    
      	 	
              Section
                5.09

            	
              Class
                P Certificate Account

            	 


    

    
      	 	
              Section
                5.10

            	
              [Reserved]

            	 


    

    
      	 	
              Section
                5.11

            	
              Basis
                Risk Shortfall Reserve Fund

            	 


    

    
      	 	
              Section
                5.12

            	
              Supplemental
                Interest Trust

            	 


    

    
      	 	
              Section
                5.13

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments

            	 


    

    
      	 	
              Section
                5.14

            	
              Reports
                Filed with Securities and Exchange Commission

            	 


    

    
      	 	
              Section
                5.15

            	
              Derivatives
                Collateral Account

            	 


    

     

    ARTICLE
      VI     THE
      CERTIFICATES

     

    
      	 	
              Section
                6.01

            	
              The
                Certificates

            	 


    

    
      	 	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates

            	 


    

    
      	 	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	 


    

    
      	 	
              Section
                6.04

            	
              Persons
                Deemed Owners

            	 


    

    
      	 	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses

            	 


    

    
      	 	
              Section
                6.06

            	
              Book-Entry
                Certificates

            	 


    

    
      	 	
              Section
                6.07

            	
              Notices
                to Depository

            	 


    

    
      	 	
              Section
                6.08

            	
              Definitive
                Certificates

            	 


    

    
      	 	
              Section
                6.09

            	
              Maintenance
                of Office or Agency

            	 


    

     

    ARTICLE
      VII     THE
      DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

     

    
      	 	
              Section
                7.01

            	
              Liabilities
                of the Depositor, the Servicers and the Master Servicer

            	 


    

    
      	 	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor, the Servicers or the Master
                Servicer

            	 


    

    
      	 	
              Section
                7.03

            	
              Indemnification
                by Depositor, the Servicers and Servicing Function
                Participants

            	 


    

    
      	 	
              Section
                7.04

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

            	 


    

    
      	 	
              Section
                7.05

            	
              The
                Servicers Not to Resign

            	 


    

    
      	 	
              Section
                7.06

            	
              Appointment
                of Special Servicer; Termination of the Servicer

            	 


    

    
      	 	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer

            	 


    

    
      	 	
              Section
                7.08

            	
              Assignment
                of Master Servicing

            	 


    

    
      	 	
              Section
                7.09

            	
              Rights
                of the Depositor in Respect of the Servicers and the Master
                Servicer

            	 


    

     

    ARTICLE
      VIII     DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    
      	 	
              Section
                8.01

            	
              Events
                of Default

            	 


    

    
      	 	
              Section
                8.02

            	
              Master
                Servicer to Act; Appointment of Successor

            	 


    

    
      	 	
              Section
                8.03

            	
              Notification
                to Certificateholders

            	 


    

    
      	 	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults

            	 


    

     

    ARTICLE
      IX     CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    
      	 	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator

            	 


    

    
      	 	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities Administrator

            	 


    

    
      	 	
              Section
                9.03

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans

            	 


    

    
      	 	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates

            	 


    

    
      	 	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator

            	 


    

    
      	 	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator

            	 


    

    
      	 	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator

            	 


    

    
      	 	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator

            	 


    

    
      	 	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities Administrator

            	 


    

    
      	 	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	 


    

    
      	 	
              Section
                9.11

            	
              Appointment
                of Office or Agency

            	 


    

    
      	 	
              Section
                9.12

            	
              Representations
                and Warranties

            	 


    

    
      	 	
              Section
                9.13

            	
              Tax
                Matters

            	 


    

     

    ARTICLE
      X     TERMINATION

     

    
      	 	
              Section
                10.01

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans

            	 


    

    
      	 	
              Section
                10.02

            	
              Final
                Distribution on the Certificates

            	 


    

    
      	 	
              Section
                10.03

            	
              Additional
                Termination Requirements

            	 


    

     

    ARTICLE
      XI     MISCELLANEOUS
      PROVISIONS

     

    
      	 	
              Section
                11.01

            	
              Amendment

            	 


    

    
      	 	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts

            	 


    

    
      	 	
              Section
                11.03

            	
              Governing
                Law

            	 


    

    
      	 	
              Section
                11.04

            	
              Intention
                of Parties

            	 


    

    
      	 	
              Section
                11.05

            	
              Notices

            	 


    

    
      	 	
              Section
                11.06

            	
              Severability
                of Provisions

            	 


    

    
      	 	
              Section
                11.07

            	
              Assignment

            	 


    

    
      	 	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders

            	 


    

    
      	 	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid

            	 


    

    
      	 	
              Section
                11.10

            	
              Third
                Party Beneficiaries

            	 


    

    
      	 	
              Section
                11.11

            	
              Intention
                of the Parties and Interpretation

            	 


    

    


    


    Exhibits

    

      
        	
                Exhibit
                  A-1

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

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class M-[1][2][3][4][5][6][7][8][9] Certificates

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class X Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class R[-X] Certificates

              
	
                Exhibit
                  B

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  C

              	
                Mortgage
                  Loan Purchase Agreement

              
	
                Exhibit
                  D

              	
                Form
                  of Transfer Affidavit

              
	
                Exhibit
                  E

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  F

              	
                Form
                  of Investment Letter (Non-Rule 144A)

              
	
                Exhibit
                  G

              	
                Form
                  of Rule 144A Investment Letter

              
	
                Exhibit
                  H

              	
                Form
                  of Additional Disclosure Notification

              
	
                Exhibit
                  I

              	
                DTC
                  Letter of Representations

              
	
                Exhibit
                  J

              	
                Schedule
                  of Mortgage Loans with Lost Notes

              
	
                Exhibit
                  K

              	
                Prepayment
                  Charge Schedule

              
	
                Exhibit
                  L

              	
                Relevant
                  Servicing Criteria

              
	
                Exhibit
                  M

              	
                Form
                  of Back-up Certification

              
	
                Exhibit
                  N

              	
                Reporting
                  Responsibility

              
	
                Exhibit
                  O

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

              
	
                Exhibit
                  P

              	
                [Reserved]

              
	
                Exhibit
                  Q

              	
                Interest
                  Rate Swap Agreement

              
	
                Exhibit
                  R

              	
                Interest
                  Rate Cap Agreement

              
	
                Exhibit
                  S

              	
                Form
                  of Power of Attorney

              
	
                Exhibit
                  T

              	
                Assignment
                  Agreement

              
	
                Exhibit
                  X-1

              	
                Form
                  of Schedule of Default Loan Data

              
	
                Exhibit
                  X-2

              	
                Form
                  of Schedule of Realized
                  Losses/Gains

              


      

    

     


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

     

    PRELIMINARY
      STATEMENT

     

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

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Trust Fund (exclusive of the Basis
      Risk Shortfall Reserve Fund and, for the avoidance of doubt, the Supplemental
      Interest Trust, the Swap Agreement and the Interest Rate Cap Agreement) as
      a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC I”. The Class R-I Interest will represent the sole class
      of “residual interests” in REMIC I for purposes of the REMIC
      Provisions.

     

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

    


    
      	
              Designation

            	
              Uncertificated
                REMIC I

              Pass-Through
                Rate

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Assumed
                Final

              Maturity
                Date(1)

            
	
              I

            	
              (2)

            	 	
              $21,839,804.74

            	
              March
                25, 2037

            
	
              I-1-A

            	
              (2)

            	 	
              $3,229,257.04

            	
              March
                25, 2037

            
	
              I-1-B

            	
              (2)

            	 	
              $3,229,257.04

            	
              March
                25, 2037

            
	
              I-2-A

            	
              (2)

            	 	
              $3,470,172.56

            	
              March
                25, 2037

            
	
              I-2-B

            	
              (2)

            	 	
              $3,470,172.56

            	
              March
                25, 2037

            
	
              I-3-A

            	
              (2)

            	 	
              $3,699,582.37

            	
              March
                25, 2037

            
	
              I-3-B

            	
              (2)

            	 	
              $3,699,582.37

            	
              March
                25, 2037

            
	
              I-4-A

            	
              (2)

            	 	
              $3,916,085.97

            	
              March
                25, 2037

            
	
              I-4-B

            	
              (2)

            	 	
              $3,916,085.97

            	
              March
                25, 2037

            
	
              I-5-A

            	
              (2)

            	 	
              $4,118,281.12

            	
              March
                25, 2037

            
	
              I-5-B

            	
              (2)

            	 	
              $4,118,281.12

            	
              March
                25, 2037

            
	
              I-6-A

            	
              (2)

            	 	
              $4,131,370.99

            	
              March
                25, 2037

            
	
              I-6-B

            	
              (2)

            	 	
              $4,131,370.99

            	
              March
                25, 2037

            
	
              I-7-A

            	
              (2)

            	 	
              $4,059,015.75

            	
              March
                25, 2037

            
	
              I-7-B

            	
              (2)

            	 	
              $4,059,015.75

            	
              March
                25, 2037

            
	
              I-8-A

            	
              (2)

            	 	
              $3,942,532.20

            	
              March
                25, 2037

            
	
              I-8-B

            	
              (2)

            	 	
              $3,942,532.20

            	
              March
                25, 2037

            
	
              I-9-A

            	
              (2)

            	 	
              $3,829,338.04

            	
              March
                25, 2037

            
	
              I-9-B

            	
              (2)

            	 	
              $3,829,338.04

            	
              March
                25, 2037

            
	
              I-10-A

            	
              (2)

            	 	
              $3,719,401.45

            	
              March
                25, 2037

            
	
              I-10-B

            	
              (2)

            	 	
              $3,719,401.45

            	
              March
                25, 2037

            
	
              I-11-A

            	
              (2)

            	 	
              $3,612,628.48

            	
              March
                25, 2037

            
	
              I-11-B

            	
              (2)

            	 	
              $3,612,628.48

            	
              March
                25, 2037

            
	
              I-12-A

            	
              (2)

            	 	
              $3,508,927.85

            	
              March
                25, 2037

            
	
              I-12-B

            	
              (2)

            	 	
              $3,508,927.85

            	
              March
                25, 2037

            
	
              I-13-A

            	
              (2)

            	 	
              $3,408,210.97

            	
              March
                25, 2037

            
	
              I-13-B

            	
              (2)

            	 	
              $3,408,210.97

            	
              March
                25, 2037

            
	
              I-14-A

            	
              (2)

            	 	
              $3,310,391.76

            	
              March
                25, 2037

            
	
              I-14-B

            	
              (2)

            	 	
              $3,310,391.76

            	
              March
                25, 2037

            
	
              I-15-A

            	
              (2)

            	 	
              $3,217,864.69

            	
              March
                25, 2037

            
	
              I-15-B

            	
              (2)

            	 	
              $3,217,864.69

            	
              March
                25, 2037

            
	
              I-16-A

            	
              (2)

            	 	
              $3,125,358.57

            	
              March
                25, 2037

            
	
              I-16-B

            	
              (2)

            	 	
              $3,125,358.57

            	
              March
                25, 2037

            
	
              I-17-A

            	
              (2)

            	 	
              $5,003,254.21

            	
              March
                25, 2037

            
	
              I-17-B

            	
              (2)

            	 	
              $5,003,254.21

            	
              March
                25, 2037

            
	
              I-18-A

            	
              (2)

            	 	
              $5,262,455.23

            	
              March
                25, 2037

            
	
              I-18-B

            	
              (2)

            	 	
              $5,262,455.23

            	
              March
                25, 2037

            
	
              I-19-A

            	
              (2)

            	 	
              $5,441,812.29

            	
              March
                25, 2037

            
	
              I-19-B

            	
              (2)

            	 	
              $5,441,812.29

            	
              March
                25, 2037

            
	
              I-20-A

            	
              (2)

            	 	
              $5,106,939.26

            	
              March
                25, 2037

            
	
              I-20-B

            	
              (2)

            	 	
              $5,106,939.26

            	
              March
                25, 2037

            
	
              I-21-A

            	
              (2)

            	 	
              $4,794,743.53

            	
              March
                25, 2037

            
	
              I-21-B

            	
              (2)

            	 	
              $4,794,743.53

            	
              March
                25, 2037

            
	
              I-22-A

            	
              (2)

            	 	
              $3,333,043.33

            	
              March
                25, 2037

            
	
              I-22-B

            	
              (2)

            	 	
              $3,333,043.33

            	
              March
                25, 2037

            
	
              I-23-A

            	
              (2)

            	 	
              $18,429,683.37

            	
              March
                25, 2037

            
	
              I-23-B

            	
              (2)

            	 	
              $18,429,683.37

            	
              March
                25, 2037

            
	
              I-24-A

            	
              (2)

            	 	
              $7,544,794.13

            	
              March
                25, 2037

            
	
              I-24-B

            	
              (2)

            	 	
              $7,544,794.13

            	
              March
                25, 2037

            
	
              I-25-A

            	
              (2)

            	 	
              $6,080,292.80

            	
              March
                25, 2037

            
	
              I-25-B

            	
              (2)

            	 	
              $6,080,292.80

            	
              March
                25, 2037

            
	
              I-26-A

            	
              (2)

            	 	
              $4,010,645.11

            	
              March
                25, 2037

            
	
              I-26-B

            	
              (2)

            	 	
              $4,010,645.11

            	
              March
                25, 2037

            
	
              I-27-A

            	
              (2)

            	 	
              $3,066,665.52

            	
              March
                25, 2037

            
	
              I-27-B

            	
              (2)

            	 	
              $3,066,665.52

            	
              March
                25, 2037

            
	
              I-28-A

            	
              (2)

            	 	
              $2,441,850.57

            	
              March
                25, 2037

            
	
              I-28-B

            	
              (2)

            	 	
              $2,441,850.57

            	
              March
                25, 2037

            
	
              I-29-A

            	
              (2)

            	 	
              $1,966,661.78

            	
              March
                25, 2037

            
	
              I-29-B

            	
              (2)

            	 	
              $1,966,661.78

            	
              March
                25, 2037

            
	
              I-30-A

            	
              (2)

            	 	
              $1,595,803.27

            	
              March
                25, 2037

            
	
              I-30-B

            	
              (2)

            	 	
              $1,595,803.27

            	
              March
                25, 2037

            
	
              I-31-A

            	
              (2)

            	 	
              $1,326,494.41

            	
              March
                25, 2037

            
	
              I-31-B

            	
              (2)

            	 	
              $1,326,494.41

            	
              March
                25, 2037

            
	
              I-32-A

            	
              (2)

            	 	
              $1,111,097.95

            	
              March
                25, 2037

            
	
              I-32-B

            	
              (2)

            	 	
              $1,111,097.95

            	
              March
                25, 2037

            
	
              I-33-A

            	
              (2)

            	 	
              $1,054,942.46

            	
              March
                25, 2037

            
	
              I-33-B

            	
              (2)

            	 	
              $1,054,942.46

            	
              March
                25, 2037

            
	
              I-34-A

            	
              (2)

            	 	
              $1,001,422.93

            	
              March
                25, 2037

            
	
              I-34-B

            	
              (2)

            	 	
              $1,001,422.93

            	
              March
                25, 2037

            
	
              I-35-A

            	
              (2)

            	 	
              $968,132.04

            	
              March
                25, 2037

            
	
              I-35-B

            	
              (2)

            	 	
              $968,132.04

            	
              March
                25, 2037

            
	
              I-36-A

            	
              (2)

            	 	
              $913,038.29

            	
              March
                25, 2037

            
	
              I-36-B

            	
              (2)

            	 	
              $913,038.29

            	
              March
                25, 2037

            
	
              I-37-A

            	
              (2)

            	 	
              $862,558.19

            	
              March
                25, 2037

            
	
              I-37-B

            	
              (2)

            	 	
              $862,558.19

            	
              March
                25, 2037

            
	
              I-38-A

            	
              (2)

            	 	
              $803,682.79

            	
              March
                25, 2037

            
	
              I-38-B

            	
              (2)

            	 	
              $803,682.79

            	
              March
                25, 2037

            
	
              I-39-A

            	
              (2)

            	 	
              $758,468.65

            	
              March
                25, 2037

            
	
              I-39-B

            	
              (2)

            	 	
              $758,468.65

            	
              March
                25, 2037

            
	
              I-40-A

            	
              (2)

            	 	
              $723,086.96

            	
              March
                25, 2037

            
	
              I-40-B

            	
              (2)

            	 	
              $723,086.96

            	
              March
                25, 2037

            
	
              I-41-A

            	
              (2)

            	 	
              $688,745.20

            	
              March
                25, 2037

            
	
              I-41-B

            	
              (2)

            	 	
              $688,745.20

            	
              March
                25, 2037

            
	
              I-42-A

            	
              (2)

            	 	
              $654,129.72

            	
              March
                25, 2037

            
	
              I-42-B

            	
              (2)

            	 	
              $654,129.72

            	
              March
                25, 2037

            
	
              I-43-A

            	
              (2)

            	 	
              $621,315.49

            	
              March
                25, 2037

            
	
              I-43-B

            	
              (2)

            	 	
              $621,315.49

            	
              March
                25, 2037

            
	
              I-44-A

            	
              (2)

            	 	
              $590,070.97

            	
              March
                25, 2037

            
	
              I-44-B

            	
              (2)

            	 	
              $590,070.97

            	
              March
                25, 2037

            
	
              I-45-A

            	
              (2)

            	 	
              $560,405.51

            	
              March
                25, 2037

            
	
              I-45-B

            	
              (2)

            	 	
              $560,405.51

            	
              March
                25, 2037

            
	
              I-46-A

            	
              (2)

            	 	
              $532,279.05

            	
              March
                25, 2037

            
	
              I-46-B

            	
              (2)

            	 	
              $532,279.05

            	
              March
                25, 2037

            
	
              I-47-A

            	
              (2)

            	 	
              $505,619.84

            	
              March
                25, 2037

            
	
              I-47-B

            	
              (2)

            	 	
              $505,619.84

            	
              March
                25, 2037

            
	
              I-48-A

            	
              (2)

            	 	
              $480,222.76

            	
              March
                25, 2037

            
	
              I-48-B

            	
              (2)

            	 	
              $480,222.76

            	
              March
                25, 2037

            
	
              I-49-A

            	
              (2)

            	 	
              $456,201.16

            	
              March
                25, 2037

            
	
              I-49-B

            	
              (2)

            	 	
              $456,201.16

            	
              March
                25, 2037

            
	
              I-50-A

            	
              (2)

            	 	
              $433,353.07

            	
              March
                25, 2037

            
	
              I-50-B

            	
              (2)

            	 	
              $433,353.07

            	
              March
                25, 2037

            
	
              I-51-A

            	
              (2)

            	 	
              $411,658.32

            	
              March
                25, 2037

            
	
              I-51-B

            	
              (2)

            	 	
              $411,658.32

            	
              March
                25, 2037

            
	
              I-52-A

            	
              (2)

            	 	
              $391,137.22

            	
              March
                25, 2037

            
	
              I-52-B

            	
              (2)

            	 	
              $391,137.22

            	
              March
                25, 2037

            
	
              I-53-A

            	
              (2)

            	 	
              $371,631.42

            	
              March
                25, 2037

            
	
              I-53-B

            	
              (2)

            	 	
              $371,631.42

            	
              March
                25, 2037

            
	
              I-54-A

            	
              (2)

            	 	
              $353,095.88

            	
              March
                25, 2037

            
	
              I-54-B

            	
              (2)

            	 	
              $353,095.88

            	
              March
                25, 2037

            
	
              I-55-A

            	
              (2)

            	 	
              $335,544.38

            	
              March
                25, 2037

            
	
              I-55-B

            	
              (2)

            	 	
              $335,544.38

            	
              March
                25, 2037

            
	
              I-56-A

            	
              (2)

            	 	
              $318,828.63

            	
              March
                25, 2037

            
	
              I-56-B

            	
              (2)

            	 	
              $318,828.63

            	
              March
                25, 2037

            
	
              I-57-A

            	
              (2)

            	 	
              $303,023.85

            	
              March
                25, 2037

            
	
              I-57-B

            	
              (2)

            	 	
              $303,023.85

            	
              March
                25, 2037

            
	
              I-58-A

            	
              (2)

            	 	
              $287,984.78

            	
              March
                25, 2037

            
	
              I-58-B

            	
              (2)

            	 	
              $287,984.78

            	
              March
                25, 2037

            
	
              I-59-A

            	
              (2)

            	 	
              $6,078,153.44

            	
              March
                25, 2037

            
	
              I-59-B

            	
              (2)

            	 	
              $6,078,153.44

            	
              March
                25, 2037

            
	
              II

            	
              (2)

            	 	
              $52,930,745.45

            	
              March
                25, 2037

            
	
              II-1-A

            	
              (2)

            	 	
              $7,826,397.00

            	
              March
                25, 2037

            
	
              II-1-B

            	
              (2)

            	 	
              $7,826,397.00

            	
              March
                25, 2037

            
	
              II-2-A

            	
              (2)

            	 	
              $8,410,277.60

            	
              March
                25, 2037

            
	
              II-2-B

            	
              (2)

            	 	
              $8,410,277.60

            	
              March
                25, 2037

            
	
              II-3-A

            	
              (2)

            	 	
              $8,966,273.04

            	
              March
                25, 2037

            
	
              II-3-B

            	
              (2)

            	 	
              $8,966,273.04

            	
              March
                25, 2037

            
	
              II-4-A

            	
              (2)

            	 	
              $9,490,989.13

            	
              March
                25, 2037

            
	
              II-4-B

            	
              (2)

            	 	
              $9,490,989.13

            	
              March
                25, 2037

            
	
              II-5-A

            	
              (2)

            	 	
              $9,981,027.42

            	
              March
                25, 2037

            
	
              II-5-B

            	
              (2)

            	 	
              $9,981,027.42

            	
              March
                25, 2037

            
	
              II-6-A

            	
              (2)

            	 	
              $10,012,751.89

            	
              March
                25, 2037

            
	
              II-6-B

            	
              (2)

            	 	
              $10,012,751.89

            	
              March
                25, 2037

            
	
              II-7-A

            	
              (2)

            	 	
              $9,837,392.40

            	
              March
                25, 2037

            
	
              II-7-B

            	
              (2)

            	 	
              $9,837,392.40

            	
              March
                25, 2037

            
	
              II-8-A

            	
              (2)

            	 	
              $9,555,083.99

            	
              March
                25, 2037

            
	
              II-8-B

            	
              (2)

            	 	
              $9,555,083.99

            	
              March
                25, 2037

            
	
              II-9-A

            	
              (2)

            	 	
              $9,280,747.67

            	
              March
                25, 2037

            
	
              II-9-B

            	
              (2)

            	 	
              $9,280,747.67

            	
              March
                25, 2037

            
	
              II-10-A

            	
              (2)

            	 	
              $9,014,306.39

            	
              March
                25, 2037

            
	
              II-10-B

            	
              (2)

            	 	
              $9,014,306.39

            	
              March
                25, 2037

            
	
              II-11-A

            	
              (2)

            	 	
              $8,755,532.42

            	
              March
                25, 2037

            
	
              II-11-B

            	
              (2)

            	 	
              $8,755,532.42

            	
              March
                25, 2037

            
	
              II-12-A

            	
              (2)

            	 	
              $8,504,204.56

            	
              March
                25, 2037

            
	
              II-12-B

            	
              (2)

            	 	
              $8,504,204.56

            	
              March
                25, 2037

            
	
              II-13-A

            	
              (2)

            	 	
              $8,260,108.07

            	
              March
                25, 2037

            
	
              II-13-B

            	
              (2)

            	 	
              $8,260,108.07

            	
              March
                25, 2037

            
	
              II-14-A

            	
              (2)

            	 	
              $8,023,034.35

            	
              March
                25, 2037

            
	
              II-14-B

            	
              (2)

            	 	
              $8,023,034.35

            	
              March
                25, 2037

            
	
              II-15-A

            	
              (2)

            	 	
              $7,798,786.60

            	
              March
                25, 2037

            
	
              II-15-B

            	
              (2)

            	 	
              $7,798,786.60

            	
              March
                25, 2037

            
	
              II-16-A

            	
              (2)

            	 	
              $7,574,589.64

            	
              March
                25, 2037

            
	
              II-16-B

            	
              (2)

            	 	
              $7,574,589.64

            	
              March
                25, 2037

            
	
              II-17-A

            	
              (2)

            	 	
              $12,125,839.88

            	
              March
                25, 2037

            
	
              II-17-B

            	
              (2)

            	 	
              $12,125,839.88

            	
              March
                25, 2037

            
	
              II-18-A

            	
              (2)

            	 	
              $12,754,037.02

            	
              March
                25, 2037

            
	
              II-18-B

            	
              (2)

            	 	
              $12,754,037.02

            	
              March
                25, 2037

            
	
              II-19-A

            	
              (2)

            	 	
              $13,188,725.11

            	
              March
                25, 2037

            
	
              II-19-B

            	
              (2)

            	 	
              $13,188,725.11

            	
              March
                25, 2037

            
	
              II-20-A

            	
              (2)

            	 	
              $12,377,129.99

            	
              March
                25, 2037

            
	
              II-20-B

            	
              (2)

            	 	
              $12,377,129.99

            	
              March
                25, 2037

            
	
              II-21-A

            	
              (2)

            	 	
              $11,620,495.34

            	
              March
                25, 2037

            
	
              II-21-B

            	
              (2)

            	 	
              $11,620,495.34

            	
              March
                25, 2037

            
	
              II-22-A

            	
              (2)

            	 	
              $8,077,932.48

            	
              March
                25, 2037

            
	
              II-22-B

            	
              (2)

            	 	
              $8,077,932.48

            	
              March
                25, 2037

            
	
              II-23-A

            	
              (2)

            	 	
              $44,666,007.35

            	
              March
                25, 2037

            
	
              II-23-B

            	
              (2)

            	 	
              $44,666,007.35

            	
              March
                25, 2037

            
	
              II-24-A

            	
              (2)

            	 	
              $18,285,492.12

            	
              March
                25, 2037

            
	
              II-24-B

            	
              (2)

            	 	
              $18,285,492.12

            	
              March
                25, 2037

            
	
              II-25-A

            	
              (2)

            	 	
              $14,736,140.46

            	
              March
                25, 2037

            
	
              II-25-B

            	
              (2)

            	 	
              $14,736,140.46

            	
              March
                25, 2037

            
	
              II-26-A

            	
              (2)

            	 	
              $9,720,161.78

            	
              March
                25, 2037

            
	
              II-26-B

            	
              (2)

            	 	
              $9,720,161.78

            	
              March
                25, 2037

            
	
              II-27-A

            	
              (2)

            	 	
              $7,432,341.71

            	
              March
                25, 2037

            
	
              II-27-B

            	
              (2)

            	 	
              $7,432,341.71

            	
              March
                25, 2037

            
	
              II-28-A

            	
              (2)

            	 	
              $5,918,046.08

            	
              March
                25, 2037

            
	
              II-28-B

            	
              (2)

            	 	
              $5,918,046.08

            	
              March
                25, 2037

            
	
              II-29-A

            	
              (2)

            	 	
              $4,766,383.00

            	
              March
                25, 2037

            
	
              II-29-B

            	
              (2)

            	 	
              $4,766,383.00

            	
              March
                25, 2037

            
	
              II-30-A

            	
              (2)

            	 	
              $3,867,573.81

            	
              March
                25, 2037

            
	
              II-30-B

            	
              (2)

            	 	
              $3,867,573.81

            	
              March
                25, 2037

            
	
              II-31-A

            	
              (2)

            	 	
              $3,214,879.38

            	
              March
                25, 2037

            
	
              II-31-B

            	
              (2)

            	 	
              $3,214,879.38

            	
              March
                25, 2037

            
	
              II-32-A

            	
              (2)

            	 	
              $2,692,846.56

            	
              March
                25, 2037

            
	
              II-32-B

            	
              (2)

            	 	
              $2,692,846.56

            	
              March
                25, 2037

            
	
              II-33-A

            	
              (2)

            	 	
              $2,556,748.63

            	
              March
                25, 2037

            
	
              II-33-B

            	
              (2)

            	 	
              $2,556,748.63

            	
              March
                25, 2037

            
	
              II-34-A

            	
              (2)

            	 	
              $2,427,039.19

            	
              March
                25, 2037

            
	
              II-34-B

            	
              (2)

            	 	
              $2,427,039.19

            	
              March
                25, 2037

            
	
              II-35-A

            	
              (2)

            	 	
              $2,346,355.71

            	
              March
                25, 2037

            
	
              II-35-B

            	
              (2)

            	 	
              $2,346,355.71

            	
              March
                25, 2037

            
	
              II-36-A

            	
              (2)

            	 	
              $2,212,831.02

            	
              March
                25, 2037

            
	
              II-36-B

            	
              (2)

            	 	
              $2,212,831.02

            	
              March
                25, 2037

            
	
              II-37-A

            	
              (2)

            	 	
              $2,090,487.92

            	
              March
                25, 2037

            
	
              II-37-B

            	
              (2)

            	 	
              $2,090,487.92

            	
              March
                25, 2037

            
	
              II-38-A

            	
              (2)

            	 	
              $1,947,798.05

            	
              March
                25, 2037

            
	
              II-38-B

            	
              (2)

            	 	
              $1,947,798.05

            	
              March
                25, 2037

            
	
              II-39-A

            	
              (2)

            	 	
              $1,838,217.48

            	
              March
                25, 2037

            
	
              II-39-B

            	
              (2)

            	 	
              $1,838,217.48

            	
              March
                25, 2037

            
	
              II-40-A

            	
              (2)

            	 	
              $1,752,466.76

            	
              March
                25, 2037

            
	
              II-40-B

            	
              (2)

            	 	
              $1,752,466.76

            	
              March
                25, 2037

            
	
              II-41-A

            	
              (2)

            	 	
              $1,669,236.39

            	
              March
                25, 2037

            
	
              II-41-B

            	
              (2)

            	 	
              $1,669,236.39

            	
              March
                25, 2037

            
	
              II-42-A

            	
              (2)

            	 	
              $1,585,342.64

            	
              March
                25, 2037

            
	
              II-42-B

            	
              (2)

            	 	
              $1,585,342.64

            	
              March
                25, 2037

            
	
              II-43-A

            	
              (2)

            	 	
              $1,505,814.38

            	
              March
                25, 2037

            
	
              II-43-B

            	
              (2)

            	 	
              $1,505,814.38

            	
              March
                25, 2037

            
	
              II-44-A

            	
              (2)

            	 	
              $1,430,090.46

            	
              March
                25, 2037

            
	
              II-44-B

            	
              (2)

            	 	
              $1,430,090.46

            	
              March
                25, 2037

            
	
              II-45-A

            	
              (2)

            	 	
              $1,358,193.51

            	
              March
                25, 2037

            
	
              II-45-B

            	
              (2)

            	 	
              $1,358,193.51

            	
              March
                25, 2037

            
	
              II-46-A

            	
              (2)

            	 	
              $1,290,026.51

            	
              March
                25, 2037

            
	
              II-46-B

            	
              (2)

            	 	
              $1,290,026.51

            	
              March
                25, 2037

            
	
              II-47-A

            	
              (2)

            	 	
              $1,225,415.50

            	
              March
                25, 2037

            
	
              II-47-B

            	
              (2)

            	 	
              $1,225,415.50

            	
              March
                25, 2037

            
	
              II-48-A

            	
              (2)

            	 	
              $1,163,863.38

            	
              March
                25, 2037

            
	
              II-48-B

            	
              (2)

            	 	
              $1,163,863.38

            	
              March
                25, 2037

            
	
              II-49-A

            	
              (2)

            	 	
              $1,105,644.84

            	
              March
                25, 2037

            
	
              II-49-B

            	
              (2)

            	 	
              $1,105,644.84

            	
              March
                25, 2037

            
	
              II-50-A

            	
              (2)

            	 	
              $1,050,270.44

            	
              March
                25, 2037

            
	
              II-50-B

            	
              (2)

            	 	
              $1,050,270.44

            	
              March
                25, 2037

            
	
              II-51-A

            	
              (2)

            	 	
              $997,691.23

            	
              March
                25, 2037

            
	
              II-51-B

            	
              (2)

            	 	
              $997,691.23

            	
              March
                25, 2037

            
	
              II-52-A

            	
              (2)

            	 	
              $947,956.49

            	
              March
                25, 2037

            
	
              II-52-B

            	
              (2)

            	 	
              $947,956.49

            	
              March
                25, 2037

            
	
              II-53-A

            	
              (2)

            	 	
              $900,682.42

            	
              March
                25, 2037

            
	
              II-53-B

            	
              (2)

            	 	
              $900,682.42

            	
              March
                25, 2037

            
	
              II-54-A

            	
              (2)

            	 	
              $855,759.84

            	
              March
                25, 2037

            
	
              II-54-B

            	
              (2)

            	 	
              $855,759.84

            	
              March
                25, 2037

            
	
              II-55-A

            	
              (2)

            	 	
              $813,222.19

            	
              March
                25, 2037

            
	
              II-55-B

            	
              (2)

            	 	
              $813,222.19

            	
              March
                25, 2037

            
	
              II-56-A

            	
              (2)

            	 	
              $772,710.06

            	
              March
                25, 2037

            
	
              II-56-B

            	
              (2)

            	 	
              $772,710.06

            	
              March
                25, 2037

            
	
              II-57-A

            	
              (2)

            	 	
              $734,405.76

            	
              March
                25, 2037

            
	
              II-57-B

            	
              (2)

            	 	
              $734,405.76

            	
              March
                25, 2037

            
	
              II-58-A

            	
              (2)

            	 	
              $697,957.20

            	
              March
                25, 2037

            
	
              II-58-B

            	
              (2)

            	 	
              $697,957.20

            	
              March
                25, 2037

            
	
              II-59-A

            	
              (2)

            	 	
              $14,730,955.54

            	
              March
                25, 2037

            
	
              II-59-B

            	
              (2)

            	 	
              $14,730,955.54

            	
              March
                25, 2037

            
	
              P

            	
              (3)

            	 	
              $100.00

            	
              March
                25, 2037

            


    

    ___________________

    
      	
              (1)

               

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

            
	
              (2)

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

            
	
              (3)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

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

     

    
      	
              Designation

            	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Uncertificated

              REMIC
                II

              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              LT-AA

            	
              $560,953,354.81

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IA1

            	
              $1,225,525.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IIA1

            	
              $2,117,635.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IIA2

            	
              $238,530.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IIA3

            	
              $582,845.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IIA4

            	
              $31,165.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M1

            	
              $260,440.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M2

            	
              $231,825.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M3

            	
              $143,100.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M4

            	
              $125,930.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M5

            	
              $120,205.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M6

            	
              $100,170.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M7

            	
              $100,170.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M8

            	
              $94,445.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-M9

            	
              $77,270.00

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-ZZ

            	
              $5,998,772.65

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-IO

            	
               (4)

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-P

            	
              $100.00

            	
              (3)

            	
              March
                25, 2037

            
	
              LT-1SUB

            	
              $8,928.15

            	
              (2)

            	
              March
                25,
                2037

            
	
              LT-1GRP

            	
              $33,438.66

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-2SUB

            	
              $21,638.12

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-2GRP

            	
              $81,041.62

            	
              (2)

            	
              March
                25, 2037

            
	
              LT-XX

            	
              $572,256,335.92

            	
              (2)

            	
              March
                25, 2037

            


    

    __________________

    
      	
              (1)

               

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

            
	
              (2)

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

            
	
              (3)

            	
              The
                REMIC II Regular Interest LT-P will not be entitled to distributions
                of
                interest.

            
	
              (4)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                I-A-1

            	
              $245,105,000.00

            	
              Class
                I-A-1 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                II-A-1

            	
              $423,527,000.00

            	
              Class
                II-A-1 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                II-A-2

            	
              $47,706,000.00

            	
              Class
                II-A-2 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                II-A-3

            	
              $116,569,000.00

            	
              Class
                II-A-3 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                II-A-4

            	
              $6,233,000.00

            	
              Class
                II-A-4 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-1

            	
              $52,088,000.00

            	
              Class
                M-1 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-2

            	
              $46,365,000.00

            	
              Class
                M-2 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-3

            	
              $28,620,000.00

            	
              Class
                M-3 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-4

            	
              $25,186,000.00

            	
              Class
                M-4 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-5

            	
              $24,041,000.00

            	
              Class
                M-5 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-6

            	
              $20,034,000.00

            	
              Class
                M-6 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-7

            	
              $20,034,000.00

            	
              Class
                M-7 Pass-Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-8

            	
              $18,889,000.00

            	
              Class
                M-8 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                M-9

            	
              $15,454,000.00

            	
              Class
                M-9 Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                X Interest(2)

            	
              $54,951,764.92

            	
              Class
                X Pass Through Rate

            	
              March
                25, 2037

            
	
              Class
                P Interest

            	
              $100.00

            	
              N/A(3)

            	
              March
                25, 2037

            
	
              Class
                IO Interest

            	
              (4)

            	
              (5)

            	
              March
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

            	
              The
                Class P Interest will not be entitled to distributions of
                interest.

            
	
              (4)

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

            
	
              (5)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      IV

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                X

            	
              $
                54,951,764.92

            	
              (2)

            	
              March
                25, 2037

            


    

    ___________________

    
      	
              (1)

               

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the second month following the maturity
                date for
                the Mortgage Loan with the latest maturity date has been designated
                as the
                “latest possible maturity date” for the Class X
                Certificates.

            
	
              (2)

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

            


    

     

    


    REMIC
      V

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Principal
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              Class
                P

            	
              $100.00

            	
              (2)

            	
              March
                25, 2037

            


    

    ___________________

    
      	
              (1)

               

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the second month following the maturity
                date for
                the Mortgage Loan with the latest maturity date has been designated
                as the
                “latest possible maturity date” for the Class P
                Certificates.

            
	
              (2)

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

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REMIC
      VI

     

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

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate

              Notional
                Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Distribution Date(1)

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              March
                25, 2037

            


    

    ___________________

    
      	
              (1)

               

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

            
	
              (2)

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

            
	
              (3)

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

               

            


    

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

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

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

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      master servicing practices of prudent mortgage servicing institutions that
      master service mortgage loans of the same type and quality as such Mortgage
      Loan
      in the jurisdiction where the related Mortgaged Property is located, to the
      extent applicable to the Master Servicer (except in its capacity as successor
      to
      a Servicer), or (y) as provided in Section 3.01 hereof, but in no event
      below the standard set forth in clause (x).

     

    Accepted
      Servicing Practices:
      As
      defined in Section 3.01.

     

    Account:
      Either
      the Distribution Account or a Custodial Account.

     

    Accrual
      Period:
      With
      respect to the Senior Certificates and the Subordinate Certificates and any
      Distribution Date, the period commencing on the immediately preceding
      Distribution Date (or with respect to the first Accrual Period, the Closing
      Date) and ending on the day immediately preceding the related Distribution
      Date.
      With respect to the Class X Certificates and any Distribution Date, the calendar
      month immediately preceding such Distribution Date. All calculations of interest
      on the Senior Certificates and Subordinate Certificates will be based on a
      360-day year and the actual number of days elapsed in the related Accrual
      Period. All calculations of interest on the Class X Certificates, REMIC I
      Regular Interests and REMIC II Regular Interests will be based on a 360-day
      year
      consisting of twelve 30-day months. The first Accrual Period will be twenty-five
      (25) days

     

    Additional
      Disclosure Notification:
      Has the
      meaning set forth in Section 5.14(a) of this Agreement.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 5.14(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 5.14(e) of this Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

    Affiliate:
      With
      respect to any Person, (i) any other Person who, directly or indirectly, is
      in
      control of, controlled by or under common control with, such Person or (ii)
      any
      other Person who is a director, officer or employee (a) of such Person, (b)
      of
      any subsidiary or parent company of such Person or (c) of any Person described
      in clause (i) above. For the purpose of this definition, control of a Person
      shall mean the power, direct or indirect, (x) to vote more than 50% of the
      securities having ordinary voting power for the election of directors or
      managers of such Person or (y) to direct or cause the direction of the
      management and policies of such Person whether by contract or
      otherwise.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Authorized
      Servicer Representative:
      Any
      Servicing Officer or other authorized representative 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 such authorized
      representatives furnished to the Trustee and the Master Servicer by the Servicer
      on the Closing Date, as such list may from time to time be amended.

     

    Available
      Distribution Amount:
      The sum
      of the Interest Remittance Amount and Principal Remittance Amount, exclusive
      of
      amounts set forth in Section 5.08.

     

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

     

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

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Basis
      Risk Shortfall Reserve Fund:
      The
      segregated non-interest bearing trust account created and maintained by the
      Securities Administrator pursuant to Section 5.11 hereof.

     

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

     

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

     

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

     

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

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-5.

     

    Certificate
      Margin:
      With
      respect to each Distribution Date on or prior to the first possible Optional
      Termination Date with respect to the Mortgage Loans, the Certificate Margins
      for
      the Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8
      and Class M-9 Certificates are 0.240%, 0.140%, 0.240%, 0.320%, 0.450%, 0.550%,
      0.730%, 0.900%, 1.400%, 1.750%, 2.250%, 2.500%, 2.500% and 2.500%, respectively.
      With respect to each Distribution Date following the first possible Optional
      Termination Date, the Certificate Margins for the Class I-A-1, Class II-A-1,
      Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class M-3,
      Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates
      are
      0.480%, 0.280%, 0.480%, 0.640%, 0.900%, 0.825%, 1.095%, 1.350%, 2.100%, 2.625%,
      3.375%, 3.750%,
      3.750%
      and 3.750%, respectively.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC II Regular Interests (other than
      REMIC II Regular Interest LT-P) for such Distribution Date. As of the Closing
      Date, the Certificate Notional Balance of the Class X Certificates is equal
      to
      $1,144,802,764.92.

     

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

     

    Certificate
      Principal Balance:
      As to
      any Senior Certificate, Subordinate Certificate or Class P Certificate and
      as of
      any Distribution Date, the Initial Certificate Principal Balance of such
      Certificate less (i) the sum of (a) all amounts distributed with respect to
      such
      Certificate in reduction of the Certificate Principal Balance thereof on
      previous Distribution Dates pursuant to Section 5.04 and (b) with respect
      to any Class of Subordinate Certificates, any reductions in the Certificate
      Principal Balance of such Certificate deemed to have occurred in connection
      with
      the allocations of Realized Losses, if any, plus (ii) with respect to the
      Subordinate Certificates, any Subsequent Recoveries added to the Certificate
      Principal Balance of any such Certificate pursuant to Section 5.05(d), in
      each case up to the amount of Applied Loss Amounts but only to the extent that
      any such Applied Loss Amount has not been paid to any Class of Certificates
      as a
      Deferred Amount or previously increased due to other Subsequent Recoveries.
      With
      respect to the Class X Certificates and any date of determination, the excess,
      if any, of (i) the then Aggregate Loan Balance over (ii) the then aggregate
      Certificate Principal Balance of the Publicly Offered Certificates. References
      herein to the Certificate Principal Balance of a Class of Certificates shall
      mean the Certificate Principal Balances of all Certificates in such Class.
      

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

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

     

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

     

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

     

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

     

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

     

    Class
      I-A-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

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

     

    Class
      II-A-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

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

     

    Class
      II-A-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and
      (iii)
      the applicable Maximum Cap.

     

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

     

    Class
      II-A-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

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

     

    Class
      II-A-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      IO Distribution Amount:
      As defined in Section 5.12(g) hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.12(g)
      hereof.

     

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

     

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

     

    Class
      M-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 55.70% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

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

     

    Class
      M-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates and the Class M-1 Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) 63.80% and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

    Class
      M-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the related
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-3 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1 Certificates and Class M-2 Certificates,
      in each case, after giving effect to payments on such Distribution Date and
      (ii)
      the Certificate Principal Balance of the Class M-3 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      68.80% and (ii) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

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

     

    Class
      M-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the related
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-4 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2 and Class M-3 Certificates,
      in
      each case, after giving effect to payments on such Distribution Date and (ii)
      the Certificate Principal Balance of the Class M-4 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      73.20% and (ii) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-5 Certificate:
      Any
      Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-5 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-5 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-5 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3 and Class M-4
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 77.40% and (ii) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) exceeds (ii) 0.50% of the Aggregate Loan Balance
      as of the Cut-off Date.

     

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

     

    Class
      M-6 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-6 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4 and
      Class
      M-5 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 80.90% and (ii) the Aggregate Loan Balance for such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Mortgage Loans incurred during the related
      Due Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for such Distribution Date (after giving effect to scheduled payments of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) exceeds (ii) 0.50% of the Aggregate Loan Balance
      as of the Cut-off Date.

     

    Class
      M-7 Certificate:
      Any
      Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-7 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-7 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-7 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5 and Class M-6 Certificates, in each case, after giving effect to payments
      on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-7 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 84.40% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      M-8 Certificate:
      Any
      Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-8 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-8 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-8 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6 and Class M-7 Certificates, in each case, after giving effect
      to
      payments on such Distribution Date and (ii) the Certificate Principal Balance
      of
      the Class M-8 Certificates immediately prior to such Distribution Date exceeds
      (y) the lesser of (A) the product of (i) 87.70% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      M-9 Certificate:
      Any
      Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-9 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-9 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the least of (i)
      the sum of One-Month LIBOR for that Distribution Date plus the applicable
      Certificate Margin, (ii) the applicable Net Funds Cap and (iii) the applicable
      Maximum Cap.

     

    Class
      M-9 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6, Class M-7 and Class M-8 Certificates, in each case, after giving
      effect to payments on such Distribution Date and (ii) the Certificate Principal
      Balance of the Class M-9 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) 90.40% and (ii) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if
      any, by which (i) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) exceeds
      (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class P Certificates as set forth herein and
      evidencing a
      REMIC
      Regular Interest in REMIC V.

     

    Class
      P Certificate Account:
      The
      Eligible Account established and maintained by the Securities Administrator
      pursuant to Section 5.09.

     

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

     

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

     

    Class
      R-X Certificate:
      The
      Class R-X Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, substantially in the form annexed hereto as
      Exhibit A-5 and evidencing the ownership of the Class R-IV Interest, the Class
      R-V Interest and the Class R-VI Interest.

     

    Class
      R-I Interest:
      The
      uncertificated residual interest in REMIC I.

     

    Class
      R-II Interest:
      The
      uncertificated residual interest in REMIC II.

     

    Class
      R-III Interest:
      The
      uncertificated residual interest in REMIC III.

     

    Class
      R-IV Interest:
      The
      uncertificated residual interest in REMIC IV.

     

    Class
      R-V Interest:
      The
      uncertificated residual interest in REMIC V.

     

    Class
      R-VI Interest:
      The
      uncertificated residual interest in REMIC VI.

     

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

     

    Class
      X Distribution Amount:
      With
      respect to any Distribution Date and the Class X Certificates, the sum of (i)
      the Current Interest and Carryforward Interest and (ii) any
      Overcollateralization Release Amount for such Distribution Date remaining after
      payments pursuant to items 1 through 21 of Section 5.04(a)(iii); provided,
      however that on and after the Distribution Date on which the Certificate
      Principal Balances of the Senior Certificates and the Subordinate Certificates
      have been reduced to zero, the Class X Distribution Amount shall include the
      Overcollateralization Amount.

     

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

     

    Class
      X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (P) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC
      II
      Regular Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular
      Interest LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9
      and REMIC II Regular Interest LT-ZZ. For purposes of calculating the
      Pass-Through Rate for the Class X Interest, the numerator is equal to the
      sum of the following components:

     

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

     

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

     

    (C)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-IIA1,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-IIA1;

     

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

     

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

     

    (F)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-IIA4,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-IIA4;

     

    (G)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M1;

     

    (H)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M2;

     

    (I)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M3;

     

    (J)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M4
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M4; 

     

    (K)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M5; 

     

    (L)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M6
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M6;

     

    (M)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M7
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M7;

     

    (N)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M8
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M8;

     

    (O)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M9
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M9; and

     

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

     

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

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      April
      30, 2007.

     

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

     

    Combined
      Loan-to-Value Ratio:
      With
      respect to any Mortgage Loan as of any Determination Date, the ratio on such
      Determination Date of the Stated Principal Balance of the Mortgage Loan and
      any
      other mortgage loan which is secured by a lien on the related Mortgaged Property
      to the Appraised Value of the Mortgaged Property.

     

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

     

    Compensating
      Interest:
      With
      respect to any Distribution Date and (i) Ocwen, an amount equal to the lesser
      of
      (a) the aggregate amount of the Interest Shortfalls resulting from voluntary
      Principal Prepayments in full on the Mortgage Loans serviced by Ocwen for such
      Distribution date and received during the portion of the Prepayment Period
      occurring from the 16th day of the month prior to the month in which the related
      Distribution Date occurs and ending on the last day of such month, and (b)
      the
      aggregate Servicing Fee due Ocwen on the Mortgage Loans serviced by Ocwen for
      such Distribution Date, (ii) Equity One, an amount equal to the lesser of (a)
      the aggregate amount of Interest Shortfalls on the Equity One Mortgage Loans
      for
      such Distribution Date pursuant to items (a) and (b) of the definition of
      Interest Shortfalls in this Agreement and (b) the aggregate Servicing Fees
      due
      Equity One for such Distribution Date, (iii) Wells Fargo Bank, National
      Association in its capacity as a Servicer, the aggregate amount of Interest
      Shortfalls resulting from Principal Prepayments in full on the Mortgage Loans
      serviced by Wells Fargo Bank, National Association for such Distribution Date
      and received during the related Prepayment Period, or (iv) the Master Servicer,
      will be an amount equal to any Interest Shortfalls required to be funded by
      the
      related servicer pursuant to clauses (i), (ii), or (iii) above and not funded,
      up to the aggregate Master Servicing Fee for such Distribution
      Date.

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee which office at the date of
      the
      execution of this instrument is located at 452 Fifth Avenue, New York, New
      York
      10018, Attention: Nomura Home Equity Loan, Inc., 2007-3 or at such other address
      as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer. The office of the Securities Administrator,
      which for purposes of Certificate transfers and surrender is located at Wells
      Fargo Bank, National Association, Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - Client
      Manager (NHEL 2007-3), and for all other purposes is located at Wells Fargo
      Bank, National Association, P.O. Box 98, Columbia, Maryland 21046, Attention:
      Corporate Trust Services - Client Manager (NHEL 2007-3) (or for overnight
      deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
      Corporate Trust Services - Client Manager (NHEL 2007-3)).

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	
              (i)

            	
              REMIC
                II Regular Interest LT-IA1, the Class I-A-1
                Certificates;

            
	
              (ii)

            	
              REMIC
                II Regular Interest LT-IIA1, the Class II-A-1
                Certificates;

            
	
              (iii)

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

            
	
              (iv)

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

            
	
              (v)

            	
              REMIC
                II Regular Interest LT-IIA4, the Class II-A-4
                Certificates;

            
	
              (vi)

            	
              REMIC
                II Regular Interest LT-M1, the Class M-1 Certificates;

            
	
              (vii)

            	
              REMIC
                II Regular Interest LT-M2, the Class M-2 Certificates;

            
	
              (viii)

            	
              REMIC
                II Regular Interest LT-M3, the Class M-3 Certificates;

            
	
              (ix)

            	
              REMIC
                II Regular Interest LT-M4, the Class M-4 Certificates; 

            
	
              (x)

            	
              REMIC
                II Regular Interest LT-M5, the Class M-5 Certificates;

            
	
              (xi)

            	
              REMIC
                II Regular Interest LT-M6, the Class M-6 Certificates;

            
	
              (xii)

            	
              REMIC
                II Regular Interest LT-M7, the Class M-7 Certificates;

            
	
              (xiii)

            	
              REMIC
                II Regular Interest LT-M8, the Class M-8 Certificates;

            
	
              (xiv)

            	
              REMIC
                II Regular Interest LT-M9, the Class M-9 Certificates;
                and

            
	
              (xv)

            	
              REMIC
                II Regular Interest LT-P and the Class P Interest, the Class P
                Certificates.

            


    

    


    Credit
      Risk Manager:
      Wells
      Fargo Bank, National Association, and its successors and assigns.

     

    Credit
      Risk Manager Fee:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one
      twelfth of the product of the Credit Risk Manager Fee Rate multiplied by the
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month.

     

    Credit
      Risk Manager Fee Rate:
      0.01%
      per annum. 

     

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

     

    Custodial
      Account:
      Each
      account established and maintained by a Servicer with respect to receipts on
      the
      related Mortgage Loans and related REO Properties in accordance with
      Section 3.26(b) of this Agreement or pursuant to the Servicing Agreement,
      as applicable.

     

    Custodial
      Agreement:
      The
      Custodial Agreement, dated as of April 1, 2007 among Wells Fargo, in its
      capacity as Custodian, the Servicers and the Trustee.

     

    Custodian:
      Wells
      Fargo Bank, National Association, or any successor thereto appointed pursuant
      to
      the Custodial Agreement.

     

    Cut-off
      Date:
      April
      1, 2007.

     

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

     

    DBRS:
      Dominium Bond Rating Service, Inc. or its successor in interest.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, any reduction in the amount which a Mortgagor
      is
      obligated to pay on a monthly basis with respect to a Mortgage Loan as a result
      of any proceeding initiated under the United States Bankruptcy Code, other
      than
      a reduction attributable to Deficient Valuation or any reduction that results
      in
      permanent forgiveness of principal.

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

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

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, is a valuation by a court of competent
      jurisdiction of the Mortgaged Property in an amount less than the outstanding
      indebtedness under the Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any scheduled payment that results
      in a
      permanent forgiveness of principal, which valuation results from a proceeding
      initiated under the United States Bankruptcy Code.

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

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

     

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

     

    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received as of the close of business on the second subsequent
      monthly Due Date. Similarly for “60 days delinquent,” “90 days delinquent” and
      so on.

     

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

     

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

     

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

     

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

     

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

     

    Derivatives
      Agreement:
      Each of
      the Interest Rate Cap Agreement and the Swap Agreement.

     

    Derivatives
      Credit Support Annex:
      Each of
      the Interest Rate Cap Credit Support Annex and the Swap Credit Support
      Annex.

     

    Derivatives
      Provider:
      The
      Interest Rate Cap Provider and the Swap Provider. Initially, the Derivatives
      Provider shall be Lehman Brothers Special Financing Inc.

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 in the name of the Trustee for the benefit of the
      Certificateholders and designated “HSBC Bank USA, National Association, in trust
      for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2007-3”. Funds in the Distribution Account shall be held in
      trust for the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

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

     

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

     

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

     

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

     

    Equity
      One:
      Equity
      One, Inc., a Delaware corporation, and any successor thereto appointed under
      this Agreement in connection with the servicing and administration of the Equity
      One Mortgage Loans. 

     

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

     

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

     

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

     

    Escrow
      Account:
      Shall
      mean the account or accounts maintained by a Servicer pursuant to
      Section 3.29 of this Agreement or pursuant to the Servicing Agreement, as
      applicable. Each Escrow Account shall be an Eligible Account.

     

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

     

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

     

    Exemption:
      Prohibited Transaction Exemption 07-05, as amended from time to
      time.

     

    Expense
      Fee Rate:
      With
      respect to each Mortgage Loan, the sum of the Master Servicer Fee Rate, the
      Credit Risk Manager Fee Rate, Servicing Fee Rate and lender paid mortgage
      insurance rate, if applicable, attributable to such Mortgage Loan.

     

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

     

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

     

    Fitch:
      Fitch
      Ratings and its successor in interest.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 5.14(c).

     

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

     

    Gross
      Margin:
      With
      respect to each adjustable rate Mortgage Loan, the fixed percentage set forth
      in
      the related Mortgage Note that is added to the Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Mortgage Rate for such Mortgage Loan.

     

    Group
      I Certificates:
      The
      Class I-A-1 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Independent:
      When
      used with respect to any specified Person, any such Person who (a) is in fact
      independent of the Depositor, the Master Servicer, the Securities Administrator,
      a Servicer, the Sponsor, any originator and their respective Affiliates, (b)
      does not have any direct financial interest in or any material indirect
      financial interest in the Depositor, the Master Servicer, the Securities
      Administrator, the Servicer, the Sponsor, any originator or any Affiliate
      thereof, and (c) is not connected with the Depositor, the Master Servicer,
      the
      Securities Administrator, a Servicer, the Sponsor, any originator or any
      Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
      partner, director or Person performing similar functions; provided, however,
      that a Person shall not fail to be Independent of the Depositor, the Master
      Servicer, the Securities Administrator, a Servicer, the Sponsor, any originator
      or any Affiliate thereof merely because such Person is the beneficial owner
      of
      one percent (1%) or less of any class of securities issued by the Depositor,
      the
      Master Servicer, the Securities Administrator, a Servicer, the Sponsor, any
      originator or any Affiliate thereof, as the case may be. When used with respect
      to any accountants, a Person who is “independent” within the meaning of Rule
      2-01(B) of the Securities and Exchange Commission’s Regulation S-X. Independent
      means, when used with respect to any other Person, a Person who (A) is in fact
      independent of another specified Person and any affiliate of such other Person,
      (B) does not have any material direct or indirect financial interest in such
      other Person or any affiliate of such other Person, (C) is not connected with
      such other Person or any affiliate of such other Person as an officer, employee,
      promoter, underwriter, Securities Administrator, partner, director or Person
      performing similar functions and (D) is not a member of the immediate family
      of
      a Person defined in clause (B) or (C) above.

     

    Index:
      As of
      any Adjustment Date, the index applicable to the determination of the Mortgage
      Rate on each adjustable rate Mortgage Loan which will generally be based on
      Six-Month LIBOR or One-Year LIBOR.

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Rate Cap Agreement:
      The
      interest rate cap agreement, dated as of April 30, 2007, between the
      Supplemental Interest Trust Trustee and Interest Rate Cap Provider, including
      any schedule, confirmations, credit support annex or other credit support
      document relating thereto, and attached hereto as Exhibit R.

     

    Interest
      Rate Cap Credit Support Annex:
      The
      credit support annex, dated as of April 30, 2007, between the Supplemental
      Interest Trust Trustee and the Interest Rate Cap Provider, which is annexed
      to
      and forms part of the Interest Rate Cap Agreement.

     

    Interest
      Rate Cap Provider:
      The cap
      provider under the Cap Agreement. Initially, the Interest Rate Cap Provider
      shall be Lehman Brothers Special Financing Inc.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date, an amount generally equal to the sum, without
      duplication, of (a) all scheduled interest (other than with respect to
      Payaheads) during the related Due Period with respect to the Mortgage Loans
      due
      during the related Due Period less the Servicing Fee, the Master Servicing
      Fee,
      the Credit Risk Manager Fee and the fee payable to any provider of lender-paid
      mortgage insurance, if any, (b) the interest portion of Payaheads previously
      received and intended for application in the related Due Period, (c) the
      interest portion of all Principal Prepayments in full and partial Principal
      Prepayments received during the related Prepayment Period, (d) all Advances
      relating to interest with respect to the Mortgage Loans made on or prior to
      the
      related Remittance Date, (e) all Compensating Interest with respect to the
      Mortgage Loans and required to be remitted by the related Servicers or the
      Master Servicer pursuant to this Agreement or the Servicing Agreement with
      respect to such Distribution Date, (f) Liquidation Proceeds and Subsequent
      Recoveries with respect to the Mortgage Loans collected during the related
      Prepayment Period (to the extent such Liquidation Proceeds and Subsequent
      Recoveries relate to interest), (g) all amounts relating to interest with
      respect to each Mortgage Loan repurchased by the Sponsor pursuant to Sections
      2.02 and 2.03 and (h) all amounts in respect of interest paid by the Master
      Servicer pursuant to Section 10.01 to the extent remitted by the Master
      Servicer to the Distribution Account pursuant to this Agreement, minus (i)
      all
      amounts required to be reimbursed by the Trust Fund pursuant to
      Sections 3.27, 3.32, 7.03 or as otherwise set forth in this Agreement or
      the Custodial Agreement, allocated to the respective Loan Group on a
pro
      rata
      basis,
      based on the Aggregate Loan Group Balance as of the last day of the related
      Due
      Period, to the extent such amounts are attributable to both Loan Groups, and
      otherwise allocated to the Loan Group to which such amounts are
      attributable.

     

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

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of April 30, 2007, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee, as trustee on
      behalf of the Supplemental Interest Trust.

     

    Last
      Scheduled Distribution Date:
      With
      respect to the Certificates, the Distribution Date in March 2037.

     

    Latest
      Possible Maturity Date:
      The
      first Distribution Date following the final scheduled maturity date of the
      Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
      of
      the Cut-off Date. For purposes of the Treasury Regulations under Code
      Section 860A through 860G, the latest possible maturity date of each
      regular interest issued by each REMIC shall be the Latest Possible Maturity
      Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Marker
      Rate:
      With
      respect to the Class X Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the Uncertificated REMIC II
      Pass-Through Rates for REMIC II Regular Interest LT-IA1, REMIC II Regular
      Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular Interest
      LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest LT-M1,
      REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II
      Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular Interest LT-ZZ,
      with
      the per annum rate on each such REMIC II Regular Interest (other than REMIC
      II
      Regular Interest LT-ZZ) subject to a cap equal to the Pass-Through Rate on
      the
      Corresponding Certificate for the purpose of this calculation; and with the
      per
      annum rate on REMIC II Regular Interest LT-ZZ subject to a cap of zero for
      the
      purpose of this calculation; provided, however, that for this purpose, the
      calculation of the Uncertificated REMIC II Pass-Through Rate and the related
      cap
      with respect to each such REMIC II Regular Interest (other than REMIC II Regular
      Interest LT-ZZ) shall be multiplied by a fraction, the numerator of which is
      the
      actual number of days in the Accrual Period and the denominator of which is
      thirty (30).

     

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

     

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

     

    Master
      Servicing Compensation:
      The
      Master Servicing Fee plus all income and gain realized from any investment
      of
      funds in the Distribution Account.

     

    Master
      Servicing Fee:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one
      twelfth of the product of the Master Servicing Fee Rate multiplied by the Stated
      Principal Balance of the Mortgage Loans as of the Due Date in the preceding
      calendar month.

     

    Master
      Servicing Fee Rate:
      0.0010%
      per annum.

     

    Maximum
      Cap:
      With
      respect to any Distribution Date, the related Accrual Period and the Group
      I
      Certificates, a per annum rate equal to (A) the sum of (x) the weighted average
      of the Maximum Mortgage Interest Rates of the adjustable-rate Group I
      Mortgage Loans and the Mortgage Rates of the fixed-rate Group I Mortgage Loans
      as stated in the related Mortgage Notes minus the weighted average Expense
      Fee
      Rate of the Group I Mortgage Loans, (y) a fraction, expressed as a percentage,
      the numerator of which is equal to the product of twelve and the sum of (i)
      the
      Group I Allocation Percentage of any Net Swap Payment made by the Swap Provider
      and (ii) the Group I Allocation Percentage of any Swap Termination Payment
      made
      by the Swap Provider, and the denominator of which is equal to the outstanding
      Stated Principal Balance of the Group I Mortgage Loans for the immediately
      preceding Distribution Date and (z) a fraction, expressed as a percentage,
      the
      numerator of which is equal to the product of twelve multiplied by the Group
      I
      Allocation Percentage of any cap payment made by the Interest Rate Cap Provider
      and the denominator of which is equal to the outstanding Stated Principal
      Balance of the Group I Mortgage Loans for the immediately preceding Distribution
      Date minus (B) a fraction, expressed as a percentage, the numerator of which
      is
      equal to the product of twelve and the sum of (i) the Group I Allocation
      Percentage of any Net Swap Payment payable to the Swap Provider and (ii) the
      Group I Allocation Percentage of any Swap Termination Payment (unless such
      payment is the result of a Swap Provider Trigger Event and to the extent not
      paid by the Securities Administrator from any upfront payment received pursuant
      to any replacement interest rate swap agreement that may be entered into by
      the
      Supplemental Interest Trust Trustee) payable to the Swap Provider and the
      denominator of which is equal to the outstanding Stated Principal Balance of
      the
      Group I Mortgage Loans for the immediately preceding Distribution
      Date.

     

    With
      respect to any Distribution Date, the related Accrual Period and the Group
      II
      Certificates, a per annum rate equal to (A) the sum of (x) the weighted average
      of the Maximum Mortgage Rates of the adjustable-rate Group II Mortgage Loans
      and
      the Mortgage Rates of the fixed-rate Group II Mortgage Loans as stated in the
      related Mortgage Notes minus the weighted average Expense Fee Rate of the Group
      II Mortgage Loans, (y) a fraction, expressed as a percentage, the numerator
      of
      which is equal to the product of twelve and the sum of (i) the Group II
      Allocation Percentage of any Net Swap Payment made by the Swap Provider and
      (ii)
      the Group II Allocation Percentage of any Swap Termination Payment made by
      the
      Swap Provider, and the denominator of which is equal to the outstanding Stated
      Principal Balance of the Group II Mortgage Loans for the immediately preceding
      Distribution Date and (z) a fraction, expressed as a percentage, the numerator
      of which is equal to the product of twelve multiplied by the Group II Allocation
      Percentage of any cap payment made by the Interest Rate Cap Provider and the
      denominator of which is equal to the outstanding Stated Principal Balance of
      the
      Group II Mortgage Loans for the immediately preceding Distribution Date minus
      (B) a fraction, expressed as a percentage, the numerator of which is equal
      to
      the product of twelve and the sum of (i) the Group II Allocation Percentage
      of
      any Net Swap Payment payable to the Swap Provider and (ii) the Group II
      Allocation Percentage of any Swap Termination Payment (unless such payment
      is
      the result of a Swap Provider Trigger Event and to the extent not paid by the
      Securities Administrator from any upfront payment received pursuant to any
      replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee) payable to the Swap Provider and the
      denominator of which is equal to the outstanding Stated Principal Balance of
      the
      Group II Mortgage Loans for the immediately preceding Distribution Date.


     

    With
      respect to the Mezzanine Certificates and the related Accrual Period, a per
      annum rate equal to the weighted average (weighted on the basis of the results
      of subtracting the current aggregate Certificate Principal Balance of the
      related Senior Certificates from the aggregate Stated Principal Balance of
      the
      related Loan Group) of the Maximum Cap for the Group I Certificates and the
      Maximum Cap for the Group II Certificates.

     

    The
      calculation of the related Maximum Cap will be based on a 360-day year and
      the
      actual number of calendar days elapsed during the related Accrual
      Period.

     

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

     

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

     

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

     

    Mezzanine
      Certificates:
      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 and Class M-9 Certificates.

     

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

     

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

     

    Minimum
      Servicing Requirements:
      With
      respect to a Successor Servicer appointed pursuant to Section 7.06(b)
      hereunder:

     

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

     

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

     

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

     

    Monthly
      Excess Cashflow:
      With
      respect to any Distribution Date, means the sum of (a) the Monthly Excess
      Interest, (b) the Overcollateralization Release Amount, if any, for such
      Distribution Date, and (c) the Principal Remittance Amount remaining following
      payments of the Principal Payment Amount to the Supplemental Interest Trust
      in
      respect of any Net Swap Payment and any Swap Termination Payment owed to the
      Swap Provider and remaining unpaid after distribution of the Interest Remittance
      Amount to the Senior Certificates and Subordinate Certificates in respect of
      principal.

     

    Monthly
      Excess Interest:
      With
      respect to any Distribution Date, the excess of (x) the Interest Remittance
      Amount for such Distribution Date over (y) the sum of any Net Swap Payment
      and
      any Swap Termination Payment payable to the Supplemental Interest Trust and
      owed
      to the Swap Provider and Current Interest and Carryforward Interest on the
      Senior Certificates and Subordinate Certificates, in each case for such
      Distribution Date.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 5.06.

     

    Moody’s:
      Moody’s
      Investors Service, Inc. or its successor in interest.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first or second lien
      on,
      or first or second priority security interest in, a Mortgaged Property securing
      a Mortgage Note.

     

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

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

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

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement, dated April 30, 2007, between the Sponsor,
      as
      seller and the Depositor, as purchaser, attached hereto as Exhibit
      C.

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

    (iii)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     

    (vi)  whether
      the Mortgaged Property is subject to a first lien or a second lien;

     

    (vii)  the
      Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, at
      origination;

     

    (viii)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (ix)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (x)  the
      stated maturity date;

     

    (xi)  the
      amount of the Monthly Payment at origination;

     

    (xii)  the
      amount of the Monthly Payment as of the Cut-off Date;

     

    (xiii)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Stated
      Principal Balance;

     

    (xiv)  the
      original principal amount of the Mortgage Loan;

     

    (xv)  the
      Stated Principal Balance of the Mortgage Loan as of the close of business on
      the
      Cut-off Date;

     

    (xvi)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment
      Date;

     

    (xvii)  with
      respect to each adjustable rate Mortgage Loan, the Gross Margin;

     

    (xviii)  a
      code
      indicating the purpose of the loan (i.e., purchase financing, rate/term
      refinancing, cash-out refinancing);

     

    (xix)  with
      respect to each adjustable rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xx)  with
      respect to each adjustable rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxi)  the
      Mortgage Rate at origination;

     

    (xxii)  with
      respect to each adjustable rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiii)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxiv)  with
      respect to each adjustable rate Mortgage Loan, the Index;

     

    (xxv)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xxvi)  a
      code
      indicating whether the Mortgage Loan is an adjustable rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

    (xxvii)  a
      code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxviii)  a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer;

     

    (xxix)  the
      Appraised Value of the Mortgaged Property;

     

    (xxx)  the
      sale
      price of the Mortgaged Property, if applicable;

     

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

     

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

     

    (xxxiii)  the
      Mortgagor’s debt to income ratio;

     

    (xxxiv)  the
      FICO
      score at origination; 

     

    (xxxv)  the
      related Loan Group; and

     

    (xxxvi)  the
      Servicer.

     

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

     

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

     

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

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Funds Cap:
      With
      respect to any Distribution Date, the related Accrual Period and the Group
      I
      Certificates, a per annum rate equal to the product of (I)(a) a fraction,
      expressed as a percentage, the numerator of which is the related Optimal
      Interest Remittance Amount for such Distribution Date and the denominator of
      which is the aggregate Stated Principal Balance of the Group I Mortgage Loans
      for the immediately preceding Distribution Date, minus (b) the sum of (1) the
      Group I Allocation Percentage of any Net Swap Payment payable to the Swap
      Provider on such Distribution Date, divided by the outstanding Stated Principal
      Balance of the Group I Mortgage Loans for the immediately preceding Distribution
      Date, and (2) the Group I Allocation Percentage of any Swap Termination Payment
      (unless such payment is the result of a Swap Provider Trigger Event and to
      the
      extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) payable to the Swap
      Provider on such Distribution Date, divided by the outstanding aggregate Stated
      Principal Balance of the Group I Mortgage Loans for the immediately
      preceding Distribution Date and (II) twelve (12).

     

    With
      respect to any Distribution Date, the related Accrual Period and the Group
      II
      Certificates, a per annum rate equal to the product of (I)(a) a fraction,
      expressed as a percentage, the numerator of which is the related Optimal
      Interest Remittance Amount for such Distribution Date and the denominator of
      which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
      for the immediately preceding Distribution Date, minus (b) the sum of (1) the
      Group II Allocation Percentage of any Net Swap Payment payable to the Swap
      Provider on such Distribution Date, divided by the outstanding Stated Principal
      Balance of the Group II Mortgage Loans for the immediately preceding
      Distribution Date, and (2) the Group II Allocation Percentage of any Swap
      Termination Payment (unless such payment is the result of a Swap Provider
      Trigger Event and to the extent not paid by the Securities Administrator from
      any upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      payable to the Swap Provider on such Distribution Date, divided by the
      outstanding aggregate Stated Principal Balance of the Group II Mortgage Loans
      for the immediately preceding Distribution Date and (II) twelve
      (12).

     

    With
      respect to any Distribution Date, the related Accrual Period and the Mezzanine
      Certificates, a per annum rate equal to the weighted average (weighted on the
      basis of the results of subtracting from the aggregate Stated Principal Balance
      of each Loan Group the current aggregate Certificate Principal Balance of the
      related Senior Certificates) of the Net Funds Cap for the Group I Certificates
      and the Net Funds Cap for the Group II Certificates.

     

    The
      calculation of the related Net Funds Cap will be based on a 360-day year and
      the
      actual number of calendar days elapsed during the related Accrual
      Period.

     

    Net
      Interest Shortfalls:
      With
      respect to the Mortgage Loans, Interest Shortfalls net of payments by the
      related Servicer or the Master Servicer in respect of Compensating
      Interest.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the related
      Mortgage Rate less the Expense Fee Rate.

     

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

     

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

     

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

     

    Notional
      Amount:
      For
      each Distribution Date, an amount equal to the lesser of (a) the Aggregate
      Loan
      Balance of the Mortgage Loans on the Business Day immediately preceding such
      Distribution Date and (b) the Swap Notional Amount for such Distribution Date
      as
      set forth in the Swap Agreement.

     

    Ocwen:
      Ocwen
      Loan Servicing LLC, a Delaware limited liability company, and any successor
      thereto appointed under this Agreement in connection with the servicing and
      administration of the Ocwen Mortgage Loans. 

     

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

     

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

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period), the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the rate for U.S. dollar deposits for one month that
      appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date. If such rate does not appear on such page (or
      such
      other page as may replace that page on that service, or if such service is
      no
      longer offered, such other service for displaying One-Month LIBOR or comparable
      rates as may be reasonably selected by the Securities Administrator), One-Month
      LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
      no
      such quotations can be obtained by the Securities Administrator and no Reference
      Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
      to
      the preceding Accrual Period. The establishment of One-Month LIBOR on each
      Interest Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Senior
      Certificates and the Subordinate Certificates for the related Accrual Period
      shall, in the absence of manifest error, be final and binding. With respect
      to
      the first Accrual period, One-Month LIBOR shall equal 5.320% per
      annum.

     

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

     

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

     

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

     

    Optional
      Termination:
      The
      termination of the Trust Fund created hereunder as a result of the purchase
      of
      all of the Mortgage Loans and any related REO Property pursuant to
      Section 10.01.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Pass-Through
      Rate:
      The
      Class I-A-1 Pass-Through
      Rate,
      Class
      II-A-1 Pass-Through Rate, Class II-A-2 Pass-Through Rate, Class II-A-3
      Pass-Through Rate, Class II-A-4 Pass-Through Rate, Class M-1 Pass-Through Rate,
      Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4 Pass-Through
      Rate, Class M-5 Pass-Through Rate, Class M-6 Pass-Through Rate, Class M-7
      Pass-Through Rate, Class M-8 Pass-Through Rate and Class M-9 Pass-Through Rate,
      as applicable. With respect to Class X Certificates, 100% of the interest
      distributable to the Class X Interest, expressed as a per annum
      rate.

     

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

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Prepayment
      Charge:
      With
      respect to any Principal Prepayment, any prepayment premium, penalty or charge
      payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage
      Loan pursuant to the terms of the related Mortgage Note (other than any Servicer
      Prepayment Charge Payment Amount) as shown on the Prepayment Charge
      Schedule.

     

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

     

    
      	 	
              (i)

            	
              the
                Mortgage Loan identifying number;

            
	 	 	 
	 	
              (ii)

            	
              a
                code indicating the type of Prepayment Charge;

            
	 	 	 
	 	
              (iii)

            	
              the
                date on which the first Monthly Payment was due on the related Mortgage
                Loan;

            
	 	 	 
	 	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 	 
	 	
              (v)

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

            
	 	 	 
	 	
              (vi)

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

            


    

    


    Prepayment
      Interest Excess:
      With
      respect to each Mortgage Loan serviced by Ocwen or Equity One that was the
      subject of a Principal Prepayment in full during the portion of the related
      Prepayment Period occurring between the first day of the calendar month in
      which
      such Distribution Date occurs and the Determination Date of the calendar month
      in which such Distribution Date occurs, an amount equal to interest (to the
      extent received) at the applicable Net Mortgage Rate on the amount of such
      Principal Prepayment for the number of days commencing on the first day of
      the
      calendar month in which such Distribution Date occurs and ending on the last
      date through which interest is collected from the related Mortgagor. Ocwen
      and
      Equity One may withdraw such Prepayment Interest Excess from the related
      Custodial Account in accordance with Section 3.27(a)(i) of this
      Agreement.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, for each Mortgage Loan that was the subject
      of
      a Principal Prepayment during the related Prepayment Period (other than a
      Principal Prepayment in full resulting from the purchase of a Mortgage Loan
      pursuant to Section 2.02, 2.03, 3.24 or 10.01 hereof), the amount, if any,
      by which (i) one month’s interest at the applicable Net Mortgage Rate on the
      Stated Principal Balance of such Mortgage Loan immediately prior to such
      prepayment exceeds (ii) the amount of interest paid or collected in connection
      with such Principal Prepayment less interest on the Mortgage Loan for the period
      up to the date of prepayment at the Expense Fee Rate.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and (i) Ocwen, the 16th day of the immediately
      preceding calendar month (or with respect to the first Prepayment Period, the
      Cut-off Date) through the 15th day of the calendar month in which such
      Distribution Date occurs with respect to Principal Prepayments in full and
      the
      calendar month immediately preceding the calendar month in which such
      Distribution Date occurs with respect to Principal Prepayments in part, (ii)
      Equity One, the 16th day of the immediately preceding calendar month (or with
      respect to the first Prepayment Period, the Cut-off Date) through the 15th
      day
      of the month in which the Distribution Date occurs and (iii) Wells Fargo, the
      calendar month preceding the calendar month in which such Distribution Date
      occurs.

     

    Principal
      Payment Amount:
      With
      respect to each Distribution Date, the Principal Remittance Amount for such
      date
      minus the Overcollateralization Release Amount, if any, for such Distribution
      Date.

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including Mortgage Loans purchased or repurchased under
      Sections 2.02, 2.03, 3.26 and 10.01 hereof) that is received in advance of
      its
      scheduled Due Date and is not accompanied by an amount as to interest
      representing scheduled interest due on any Due Date in any month or months
      subsequent to the month of prepayment. Partial Principal Prepayments shall
      be
      applied by the related Servicer in accordance with the terms of the related
      Mortgage Note.

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date and each Loan Group, (i) the sum, without
      duplication, of (a) the principal portion of all Scheduled Payments on the
      related Mortgage Loans due during the related Due Period whether or not received
      on or prior to the related Determination Date, (b) the principal portion of
      all
      unscheduled collections (other than Payaheads) including Insurance Proceeds,
      Condemnation Proceeds, Liquidation Proceeds, Subsequent Recoveries and all
      full
      and partial Principal Prepayments exclusive of Prepayment Charges or penalties
      collected during the related Prepayment Period, to the extent applied as
      recoveries of principal on the related Mortgage Loans, (c) the Stated Principal
      Balance of each related Mortgage Loan that was repurchased by the Sponsor during
      the related Prepayment Period pursuant to Sections 2.02, 2.03 and 3.24, (d)
      the aggregate of all Substitution Adjustment Amounts received during the related
      Prepayment Period for the related Determination Date in connection with the
      substitution of Mortgage Loans in the related Loan Group pursuant to
      Section 2.03(c), (e) amounts in respect of principal on the related
      Mortgage Loans paid by the Master Servicer pursuant to Section 10.01 and
      (f) the principal portion of Payaheads previously received on the Mortgage
      Loans
      and intended for application in the related Due Period, minus (ii) all amounts
      required to be reimbursed by the Trust pursuant to Sections 4.02 and 9.05
      or as otherwise set forth in this Agreement or the Custodial Agreement and
      to
      the extent not reimbursed from the Interest Remittance Amount for
      such
      Distribution Date,
      allocated to the respective Loan Group on a pro
      rata
      basis,
      based on the Aggregate Loan Group Balance as of the last day of the related
      Due
      Period, to the extent such amounts are attributable to both Loan Groups, and
      otherwise allocated to the Loan Group to which such amount are
      attributable.

     

    Private
      Certificate:
      Each of
      the Class X Certificates, Class P Certificates and Residual
      Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated April 27, 2007 relating to the offering of the
      Publicly Offered Certificates.

     

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

     

    PUD:
      A
      planned unit development.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Record
      Date:
      With
      respect to the Senior Certificates and Subordinate Certificates and any
      Distribution Date, so long as such Certificates are Book-Entry Certificates,
      the
      Business Day preceding such Distribution Date, and otherwise, the close of
      business on the last Business Day of the month preceding the month in which
      such
      Distribution Date occurs. With respect to the Class X, Class P and Residual
      Certificates and any Distribution Date, the close of business on the last
      Business Day of the month preceding the month in which such Distribution Date
      occurs.

     

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

     

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

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

    Regulation
      AB:
      Means
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    Relevant
      Servicing Criteria:
      Means
      with respect to any Servicing Function Participant, the Servicing Criteria
      applicable to such party, as set forth on Exhibit
      L
      attached
      hereto. For clarification purposes, multiple parties can have responsibility
      for
      the same Relevant Servicing Criteria. With respect to a Servicing Function
      Participant engaged by the Master Servicer, the Securities Administrator or
      the
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such party.

     

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

     

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

     

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

     

    REMIC
      I Group I Regular Interests:
      REMIC I
      Regular Interest I and REMIC I Regular Interest I-1-A through REMIC I Regular
      Interest I-59-B, as designated in the Preliminary Statement hereto.


     

    REMIC
      I Group II Regular Interests:
      REMIC I
      Regular Interest II and REMIC I Regular Interest II-1-A through REMIC I Regular
      Interest II-59-B, as designated in the Preliminary Statement
      hereto.

     

    REMIC
      I Group II Regular Interest P:
      REMIC I
      Regular Interest P, as designated in the Preliminary Statement
      hereto.

     

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

     

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

     

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

     

    REMIC
      II Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-IA1,
      REMIC II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC
      II
      Regular Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9, and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-IA1,
      REMIC
      II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular Interest LT-P,
      in
      each case as of such date of determination.

     

    REMIC
      II Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      50%
      of the aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) 1 minus a fraction, the numerator of which
      is two times the aggregate of the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC II Regular
      Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular Interest
      LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2,
      REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
      Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
      LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest LT-M9 and
      the
      denominator of which is the aggregate of the Uncertificated Principal Balances
      of REMIC II Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA2, REMIC
      II
      Regular Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9 and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Regular Interests:
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-IA1, REMIC II Regular
      Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular Interest
      LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest LT-M1,
      REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II
      Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-ZZ, REMIC
      II Regular Interest LT-P, REMIC II Regular Interest LT-1SUB, REMIC II Regular
      Interest LT-1GRP, REMIC II Regular Interest LT-2SUB, REMIC II Regular Interest
      LT-2GRP, REMIC II Regular Interest LT-XX and REMIC II Regular Interest
      LT-IO.

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-IIA1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-IIA1
      shall
      accrue interest at the related Uncertificated REMIC II Pass-Through Rate in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Principal Balance as set forth in the
      Preliminary
      Statement hereto.

     

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

     

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

     

    REMIC
      II Regular Interest LT-IIA4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-IIA4 shall accrue interest at the related Uncertificated REMIC
      II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

    REMIC
      II Regular Interest LT-M1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M3 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M4 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M5 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M6 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M7 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M8 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M9:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M9 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

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

     

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

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest LT-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
      REMIC II Overcollateralization Amount, in each case for such Distribution Date,
      over (ii) the Uncertificated Accrued Interest on REMIC II Regular Interest
      LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2,
      REMIC II Regular Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC
      II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8 and REMIC II Regular Interest LT-M9 for such
      Distribution Date, with the rate on each such REMIC II Regular Interest subject
      to a cap equal to the related Pass-Through Rate.

     

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

     

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

     

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

     

    REMIC
      II Targeted Overcollateralization Amount:
      1.00%
      of the Targeted Overcollateralization Amount.

     

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

     

    REMIC
      III Certificate:
      Any
      Regular Certificate, other than a Class X Certificate or Class P
      Certificate.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      Regular Interest:
      Any
      REMIC I Regular Interest, REMIC II Regular Interest, Regular Certificate or
      Class IO Interest.

     

    Remittance
      Date:
      Shall
      mean (a) with respect to Ocwen and Equity One (or any successor to any such
      Servicer) not later than 3:00 p.m. Eastern Time on the twenty-third (23rd)
      day
      of the month and if such day is not a Business Day, the immediately preceding
      Business Day and (b) with respect to Wells Fargo, the eighteenth (18th)
      day of
      the month and if such day is not a Business Day, the immediately following
      Business Day.

     

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

     

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

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.14(c) of this Agreement.

     

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

     

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

     

    Residual
      Certificates:
      The
      Class R Certificates and the Class R-X Certificates.

     

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

     

    Responsible
      Party:
      The
      party indicated on Exhibit N as the entity primarily responsible for reporting
      the information set forth therein to the Securities Administrator pursuant
      to
      Section 5.14.

     

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

     

    Sarbanes-Oxley
      Act:
      Means
      the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and
      (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superseded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Commission from time to time pursuant to the Sarbanes-Oxley
      Act
      of 2002, which in any such case affects the form or substance of the required
      certification and results in the required certification being, in the reasonable
      judgment of the Master Servicer, materially more onerous than the form of the
      required certification as of the Closing Date, the Sarbanes-Oxley Certification
      shall be as agreed to by the Master Servicer, the Depositor and the Sponsor
      following a negotiation in good faith to determine how to comply with any such
      new requirements.

     

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

     

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

     

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

     

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

     

    Senior
      Enhancement Percentage:
      With
      respect to any Distribution Date will be the fraction, expressed as a
      percentage, the numerator of which is the sum of the aggregate Certificate
      Principal Balance of the Subordinate Certificates and the Overcollateralization
      Amount, in each case after giving effect to payments on such Distribution Date
      (assuming no Trigger Event is in effect), and the denominator of which is the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period).

     

    Senior
      Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the Certificate Principal Balances of the Senior
      Certificates, in each case, immediately prior to such Distribution Date exceed
      (y) the lesser of (A) the product of (i) 46.60% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.50% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

    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 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    Servicer:
      Shall
      mean Ocwen, Equity One, Wells Fargo, or any successor thereto appointed
      hereunder in connection with the servicing and administration of the related
      Mortgage Loans.

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

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

     

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

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable legal fees) incurred prior to, on or after the Cut-off
      Date in the performance by a Servicer of its servicing obligations hereunder
      or
      under the Servicing Agreement, as applicable, including, but not limited to,
      the
      cost of (i) the preservation, restoration, inspection, valuation and protection
      of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
      foreclosures, and including any expenses incurred in relation to any such
      proceedings that result from the Mortgage Loan being registered in the MERS®
System, (iii) the management and liquidation of any REO Property (including,
      without limitation, realtor’s commissions), (iv) compliance with any obligations
      under Section 3.07 hereof to cause insurance to be maintained, (v) payment
      of taxes, (vi) obtaining broker price opinions, (vii) refunding to any mortgagor
      such prepaid origination fees and/or finance charges that are subject to
      reimbursement upon a principal prepayment of the related Mortgage Loan to the
      extent such reimbursement is required by applicable law and (viii) obtaining
      any
      legal documentation required to be included in the Mortgage File and/or
      correcting any outstanding title issues (i.e., any lien or encumbrance on the
      Mortgaged Property that prevents the effective enforcement of the intended
      lien
      position) reasonably necessary for a Servicer to perform its obligations under
      this Agreement or the Servicing Agreement, as applicable. Servicing Advances
      also include any reasonable “out-of-pocket” cost and expenses (including legal
      fees) incurred by a Servicer in connection with executing and recording
      instruments of satisfaction, deeds of reconveyance or Assignments to the extent
      not recovered from the Mortgagor or otherwise payable under this Agreement.
      No
      Servicer shall be required to make any Servicing Advances that would constitute
      a Nonrecoverable Advance, provided that such Servicer delivers an Officer’s
      Certificate to the Master Servicer and the Trustee certifying that such
      Servicing Advance would constitute a Nonrecoverable Advance.

     

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

     

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

     

    Servicing
      Fee Rate:
      0.50%
      per annum.

     

    Servicing
      Function Participant:
      Any
      Subservicer or Subcontractor of a Servicer, the Master Servicer and the
      Securities Administrator or the Custodian, respectively, but not including
      any
      vendor or other Person as to which the party engaging such vendor or other
      Person takes responsibility for such vendor’s or other Person’s reporting
      obligations pursuant to section 17.06 of the SEC Division of Corporate Finance
      Manual of Publicly Available Telephone Interpretations related to Regulation
      AB
      and related rules. For purposes of Section 5.14(e), such term also shall include
      the Servicers, the Master Servicer, the Securities Administrator and the
      Custodian.

     

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

     

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

     

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

     

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

     

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

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in May 2010 and (y) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only after taking into account distributions of principal on the
      Mortgage Loans, but prior to any distributions to the holders of the Senior
      Certificates and the Subordinate Certificates on such Distribution Date) is
      greater than or equal to 53.40%.

     

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

     

    Subordinate
      Certificates:
      Shall
      mean, collectively, 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 and Class M-9 Certificates.

     

    Subsequent
      Recoveries:
      All
      amounts received during the related Prepayment Period by the related Servicer
      specifically related to a defaulted Mortgage Loan or disposition of an REO
      Property prior to the related Prepayment Period that resulted in a Realized
      Loss, after the liquidation or disposition of such defaulted Mortgage
      Loan.

     

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

     

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

     

    Substitution
      Adjustment Amount:
      As
      defined in Section 2.03(c).

     

    Successor
      Servicer:
      The
      Master Servicer or any successor to a Servicer appointed pursuant to
      Section 8.02 of this Agreement after the occurrence of a Servicer Default
      or upon the resignation of a Servicer pursuant to this Agreement or pursuant
      to
      the Servicing Agreement, as applicable.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.12 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Interest Rate Cap Agreement, the Class IO Interest and the right
      to receive payments in respect of the Class IO Distribution Amount. For the
      avoidance of doubt, the Supplemental Interest Trust does not constitute a part
      of the Trust Fund.

     

    Supplemental
      Interest Trust Trustee:
      HSBC
      Bank USA, National Association, as trustee on behalf of the Supplemental
      Interest Trust.

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated as of April 30, 2007, between the
      Supplemental Interest Trust Trustee and the Swap Provider, including any
      schedule, confirmations, credit support annex or other credit support document
      relating thereto, and attached hereto as Exhibit Q.

     

    Swap
      Credit Support Annex:
      The
      credit support annex, dated as of April 30, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider, which is annexed to and forms
      part
      of the Swap Agreement. 

     

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

     

    Swap
      Provider:
      The
      swap provider under the Swap Agreement either (a) entitled to receive payments
      from the Supplemental Interest Trust or (b) required to make payments to the
      Supplemental Interest Trust, in either case pursuant to the terms of the Swap
      Agreement, and any successor in interest or assign. Initially, the Swap Provider
      shall be Lehman Brothers Special Financing Inc.

     

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

     

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

     

    Targeted
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 4.80% of the
      Aggregate Loan Balance as of the Cut-off Date; with respect to any Distribution
      Date on or after the Stepdown Date and with respect to which a Trigger Event
      is
      not in effect, the greater of (a) 9.60% of the Aggregate Loan Balance for such
      Distribution Date (after giving effect to scheduled payments of principal due
      during the related Due Period to the extent received or advanced, unscheduled
      collections of principal received during the related Prepayment Period and
      after
      reduction for Realized Losses on the Mortgage Loans incurred during the related
      Due Period), or (b) 0.50% of the Aggregate Loan Balance as of the Cut-off Date;
      with respect to any Distribution Date on or after the Stepdown Date with respect
      to which a Trigger Event is in effect, the Targeted Overcollateralization Amount
      for such Distribution Date will be equal to the Targeted Overcollateralization
      Amount for the Distribution Date immediately preceding such Distribution Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Senior
      Certificates and the Subordinate Certificates to zero, the Targeted
      Overcollateralization Amount shall be zero.

     

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

     

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

     

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

     

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

     

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

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if either (i)
      the
      Delinquency Rate as of the last day of the related Due Period exceeds 29.95%
      of
      the Senior Enhancement Percentage for such Distribution Date or (ii) the
      cumulative Realized Losses as a percentage of the original Aggregate Loan
      Balance on the Closing Date for such Distribution Date is greater than the
      percentage set forth in the following table:

     

    
      	
              Range
                of Distribution Dates

            	
              Cumulative
                Loss Percentage

            
	
              May
                2010 - April 2011

            	
              4.10%*

            
	
              May
                2011 - April 2012

            	
              6.40%*

            
	
              May
                2012 - April 2013

            	
              8.25%*

            
	
              May
                2013 and Thereafter

            	
              9.00%*

            


    

    


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

     

    Trust
      Fund:
      Collectively, the assets of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V,
      REMIC VI and the Basis Risk Shortfall Reserve Fund. For the avoidance of doubt,
      the Trust Fund does not include the Supplemental Interest Trust.

     

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

     

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

     

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


     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1-2

            	
              I-1-A
                through I-59-A and II-1-A through II-59-A 

            
	
              3

            	
              I-2-A
                through I-59-A and II-2-A through II-59-A 

            
	
              4

            	
              I-3-A
                through I-59-A and II-3-A through II-59-A 

            
	
              5

            	
              I-4-A
                through I-59-A and II-4-A through II-59-A 

            
	
              6

            	
              I-5-A
                through I-59-A and II-5-A through II-59-A 

            
	
              7

            	
              I-6-A
                through I-59-A and II-6-A through II-59-A 

            
	
              8

            	
              I-7-A
                through I-59-A and II-7-A through II-59-A 

            
	
              9

            	
              I-8-A
                through I-59-A and II-8-A through II-59-A 

            
	
              10

            	
              I-9-A
                through I-59-A and II-9-A through II-59-A 

            
	
              11

            	
              I-10-A
                through I-59-A and II-10-A through II-59-A 

            
	
              12

            	
              I-11-A
                through I-59-A and II-11-A through II-59-A 

            
	
              13

            	
              I-12-A
                through I-59-A and II-12-A through II-59-A 

            
	
              14

            	
              I-13-A
                through I-59-A and II-13-A through II-59-A 

            
	
              15

            	
              I-14-A
                through I-59-A and II-14-A through II-59-A 

            
	
              16

            	
              I-15-A
                through I-59-A and II-15-A through II-59-A 

            
	
              17

            	
              I-16-A
                through I-59-A and II-16-A through II-59-A 

            
	
              18

            	
              I-17-A
                through I-59-A and II-17-A through II-59-A 

            
	
              19

            	
              I-18-A
                through I-59-A and II-18-A through II-59-A 

            
	
              20

            	
              I-19-A
                through I-59-A and II-19-A through II-59-A 

            
	
              21

            	
              I-20-A
                through I-59-A and II-20-A through II-59-A 

            
	
              22

            	
              I-21-A
                through I-59-A and II-21-A through II-59-A 

            
	
              23

            	
              I-22-A
                through I-59-A and II-22-A through II-59-A 

            
	
              24

            	
              I-23-A
                through I-59-A and II-23-A through II-59-A 

            
	
              25

            	
              I-24-A
                through I-59-A and II-24-A through II-59-A 

            
	
              26

            	
              I-25-A
                through I-59-A and II-25-A through II-59-A 

            
	
              27

            	
              I-26-A
                through I-59-A and II-26-A through II-59-A 

            
	
              28

            	
              I-27-A
                through I-59-A and II-27-A through II-59-A 

            
	
              29

            	
              I-28-A
                through I-59-A and II-28-A through II-59-A 

            
	
              30

            	
              I-29-A
                through I-59-A and II-29-A through II-59-A 

            
	
              31

            	
              I-30-A
                through I-59-A and II-30-A through II-59-A 

            
	
              32

            	
              I-31-A
                through I-59-A and II-31-A through II-59-A 

            
	
              33

            	
              I-32-A
                through I-59-A and II-32-A through II-59-A 

            
	
              34

            	
              I-33-A
                through I-59-A and II-33-A through II-59-A 

            
	
              35

            	
              I-34-A
                through I-59-A and II-34-A through II-59-A 

            
	
              36

            	
              I-35-A
                through I-59-A and II-35-A through II-59-A 

            
	
              37

            	
              I-36-A
                through I-59-A and II-36-A through II-48-A

            
	
              38

            	
              I-37-A
                through I-59-A and II-37-A through II-48-A

            
	
              39

            	
              I-38-A
                through I-59-A and II-38-A through II-48-A

            
	
              40

            	
              I-39-A
                through I-59-A and II-39-A through II-48-A

            
	
              41

            	
              I-40-A
                through I-59-A and II-40-A through II-48-A

            
	
              42

            	
              I-41-A
                through I-59-A and II-41-A through II-48-A

            
	
              43

            	
              I-42-A
                through I-59-A and II-42-A through II-48-A

            
	
              44

            	
              I-43-A
                through I-59-A and II-43-A through II-48-A

            
	
              45

            	
              I-44-A
                through I-59-A and II-44-A through II-48-A

            
	
              46

            	
              I-45-A
                through I-59-A and II-45-A through II-48-A

            
	
              47

            	
              I-46-A
                through I-59-A and II-46-A through II-48-A

            
	
              48

            	
              I-47-A
                through I-59-A and II-47-A through II-59-A

            
	
              49

            	
              I-48-A
                through I-59-A and II-48-A through II-59-A

            
	
              50

            	
              I-49-A
                through I-59-A and II-49-A through II-59-A

            
	
              51

            	
              I-50-A
                through I-59-A and II-50-A through II-59-A

            
	
              52

            	
              I-51-A
                through I-59-A and II-51-A through II-59-A

            
	
              53

            	
              I-52-A
                through I-59-A and II-52-A through II-59-A

            
	
              54

            	
              I-53-A
                through I-59-A and II-53-A through II-59-A

            
	
              55

            	
              I-54-A
                through I-59-A and II-54-A through II-59-A

            
	
              56

            	
              I-55-A
                through I-59-A and II-55-A through II-59-A

            
	
              57

            	
              I-56-A
                through I-59-A and II-56-A through II-59-A

            
	
              58

            	
              I-57-A
                through I-59-A and II-57-A through II-59-A

            
	
              59

            	
              I-58-A
                and I-59-A and II-58-A and II-59-A

            
	
              60

            	
              I-59-A
                and II-59-A

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

    Uncertificated
      Pass-Through Rate:
      The
      Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
      Rate.

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate of the
      Mortgage Loans. With respect to each REMIC
      I
      Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average Net Mortgage Rate of the
      Mortgage Loans multiplied
      by 2, subject to a maximum rate of 10.20%. With respect to each REMIC I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
      Mortgage Rate of the
      Mortgage Loans over (ii) 10.20% and (y) 0.00%. 

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-IA1,
      REMIC II Regular Interest LT-IIA1,
      REMIC
      II Regular Interest LT-IIA2,
      REMIC
      II Regular Interest LT-IIA3,
      REMIC
      II Regular Interest LT-IIA4,
      REMIC
      II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular
      Interest LT-1SUB, REMIC II Regular Interest LT-2SUB, and REMIC II Regular
      Interest LT-XX and REMIC II Regular Interest LT-ZZ,
      a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I and
      REMIC
      I Regular Interest II, the Uncertificated REMIC I
      Pass-Through Rate for such REMIC I Regular Interest for each such Distribution
      Date, (x) with respect to REMIC I Regular Interests ending with the designation
      “B”, the weighted average of the Uncertificated REMIC I Pass-Through Rates for
      such REMIC I Regular Interests, weighted on the basis of the Uncertificated
      Principal Balance of such REMIC I Regular Interests for each such Distribution
      Date and (y) with respect to REMIC I Regular Interests ending with the
      designation “A”, for each Distribution Date listed below, the weighted average
      of the rates listed below for each such REMIC I Regular Interest listed below,
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      I Regular Interest for each such Distribution Date:

     

    


    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              2

            	
              I-1-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
                REMIC 1
                Pass-Through Rate

            
	
              3

            	
              I-2-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-2-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
                REMIC 1
                Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              4

            	
              I-3-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-3-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              5

            	
              I-4-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-4-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              I-5-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-5-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	
              I-6-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-6-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              8

            	
              I-7-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-7-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	
              I-8-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-8-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-9-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-9-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	
              I-10-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-10-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-11-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-11-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-12-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-12-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-13-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-13-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-14-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-14-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-15-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-15-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-16-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-16-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-17-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-17-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-18-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-18-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-19-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-19-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-20-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-20-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-21-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-21-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-22-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-22-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-23-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-23-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-24-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-24-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-25-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-25-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-26-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-26-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-27-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-27-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-28-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-28-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-29-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-29-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-30-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-30-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-31-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-31-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-32-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-32-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-33-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-33-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-34-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-34-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-35-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-35-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              I-36-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-36-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              I-37-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-37-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-38-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-38-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-39-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-39-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-40-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-40-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-41-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-41-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-42-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-42-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-43-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-43-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-44-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-44-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-45-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-45-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-46-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-46-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-47-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-47-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-48-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-48-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-49-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-49-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-50-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-50-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-51-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-15-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-52-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-52-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	
              I-53-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-53-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-52-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-54-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-54-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-53-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-55-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-55-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-54-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-56-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-56-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-55-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-57-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-57-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-56-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-58-A
                and I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-58-A
                and II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-57-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	
              I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT-1GRP, a per annum rate (but not less
      than zero) equal to the weighted average of (w) with respect to REMIC I Regular
      Interest I, the Uncertificated REMIC I Pass-Through Rate for such REMIC I
      Regular Interest for each such Distribution Date, (x) with respect to REMIC
      I
      Group I Regular Interests ending with the designation “B”, the weighted average
      of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular
      Interests, weighted on the basis of the Uncertificated Principal Balance of
      each
      such REMIC I Regular Interest for each such Distribution Date and (y) with
      respect to REMIC I Group I Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for such REMIC I Regular Interests listed below, weighted on the
      basis of the Uncertificated Principal Balance of each such REMIC I Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              2

            	
              I-2-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-36-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              I-37-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-47-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-48-A
                    through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-49-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-50-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-51-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-52-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-53-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	
              I-54-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-55-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-56-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-57-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-58-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

     

    With
      respect to REMIC II Regular Interest LT-2GRP, a per annum rate (but not less
      than zero) equal to the weighted average of (w) with respect to REMIC I Regular
      Interest II, the Uncertificated REMIC I Pass-Through Rate for such REMIC I
      Regular Interest for each such Distribution Date, (x) with respect to REMIC
      I
      Group II Regular Interests ending with the designation “B”, the weighted average
      of the Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular
      Interests, weighted on the basis of the Uncertificated Principal Balance of
      each
      such REMIC I Regular Interest for each such Distribution Date and (y) with
      respect to REMIC I Group II Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for such REMIC I Regular Interests
      listed
      below, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC
      I Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1

            	
              II-1-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              2

            	
              II-2-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              3

            	
              II-3-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              4

            	
              II-4-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              5

            	
              II-5-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              II-6-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	
              II-7-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              8

            	
              II-8-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	
              II-9-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              II-10-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	
              II-11-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              II-12-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              II-13-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              II-14-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              II-15-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              II-16-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              II-17-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              II-18-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              II-19-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              II-20-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              II-21-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              II-22-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              II-23-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              II-24-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              II-25-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              II-26-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              II-27-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              II-28-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              II-29-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              II-30-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              II-31-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              II-32-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              II-33-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              II-34-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              II-35-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              II-36-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              II-37-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              II-38-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              II-39-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              II-40-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              II-41-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              II-42-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              II-43-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              II-44-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              II-45-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              II-46-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              II-47-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              II-48-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              II-49-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              II-50-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              II-51-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              II-52-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-51A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              II-53-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-52-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	
              II-54-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-53-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              II-55-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-54-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              II-56-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-55-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              II-57-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-56-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              II-58-A
                through II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-57-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              II-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-58-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              II-1-A
                through II-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
      REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

    Uncertificated
      REMIC Regular Interest:
      The
      REMIC I Regular Interests, the REMIC II Regular Interests and the Class IO
      Interest.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated (i) 98% to the Certificates (other than the Class X, Class P
      and the Residual Certificates) and (ii) 1% to each of the Class X Certificates
      and the Class P Certificates. Voting rights will be allocated among the
      Certificates of each such Class in accordance with their respective Percentage
      Interests. The Residual Certificates will not be allocated any voting
      rights.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, National Association, and any successor thereto appointed under
      the
      Servicing Agreement in connection with the servicing and administration of
      the
      Wells Fargo Mortgage Loans. 

     

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

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Interest Remittance Amount for any
      Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls
      in
      respect of the Mortgage Loans for any Distribution Date shall reduce the
      Interest Remittance Amount on a pro
      rata
      basis,
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each Class of Senior Certificates and Subordinate Certificates and (2) the
      aggregate amount of any Realized Losses allocated to the Subordinate
      Certificates and Basis Risk Shortfalls allocated to the Senior Certificates
      and
      the Subordinate Certificates for any Distribution Date shall be allocated to
      the
      Class X Certificates based on, and to the extent of, one month’s interest at the
      then applicable respective Pass-Through Rate on the Certificate Principal
      Balance thereof on any Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Group I Regular Interests for any Distribution Date the aggregate amount
      of any Net Interest Shortfalls incurred in respect of Loan Group I for any
      Distribution Date shall be allocated first,
      to
      REMIC I Regular Interest I and to the REMIC I Group I Regular Interests ending
      with the designation “B”, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
      I
      Group I Regular Interests ending with the designation “A”, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest. For purposes of
      calculating the amount of Uncertificated Accrued Interest for the REMIC I Group
      II Regular Interests for any Distribution the aggregate amount of any Net
      Interest Shortfalls incurred in respect of Loan Group II for any Distribution
      Date shall be allocated first,
      REMIC I Regular Interest II and to the REMIC I Group II Regular Interests ending
      with the designation “B”, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
      I
      Group II Regular Interests ending with the designation “A”, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date: 

     

    The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated among
      REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-IA1, REMIC II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9 and REMIC I Regular Interest LT-ZZ,
      pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC I Regular Interest.

     

    The
      REMIC
      II Sub WAC Allocation Percentage of the aggregate amount of any Net Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated to the Uncertificated Accrued Interest payable to REMIC
      II
      Regular Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular
      Interest LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular
      Interest LT-XX, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC II Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC II Regular Interest.

     

    ARTICLE
      II

     

    CONVEYANCE
      OF TRUST FUND REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund and
      the
      Supplemental Interest Trust.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund and the Supplemental
      Interest Trust.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall
      be entitled to exercise all rights of the Depositor under the Mortgage Loan
      Purchase Agreement as if, for such purpose, it were the Depositor. The foregoing
      sale, transfer, assignment, set-over, deposit and conveyance does not and is
      not
      intended to result in creation or assumption by the Trustee of any obligation
      of
      the Depositor, the Sponsor or any other Person in connection with the Mortgage
      Loans or any other agreement or instrument relating thereto except as
      specifically set forth herein.

     

    In
      connection with such sale, the Depositor does hereby deliver to, and deposit
      with the Custodian pursuant to the Custodial Agreement the documents with
      respect to each Mortgage Loan as described under Section 2 of the Custodial
      Agreement (the “Mortgage Loan Documents”). In connection with such delivery and
      as further described in the Custodial Agreement, the Custodian will be required
      to review such Mortgage Loan Documents and deliver to the Trustee, the
      Depositor, the Servicers and the Sponsor certifications (in the forms attached
      to the Custodial Agreement) with respect to such review with exceptions noted
      thereon. In addition, under the Custodial Agreement the Depositor will be
      required to cure certain defects with respect to the Mortgage Loan Documents
      for
      the related Mortgage Loans after the delivery thereof by the Depositor to the
      Custodian as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including but not limited to certain
      insurance policies and documents contemplated by this Agreement, and preparation
      and delivery of the certifications shall be performed by the Custodian pursuant
      to the terms and conditions of the Custodial Agreement.

     

    The
      Depositor shall deliver or cause to be delivered to the related Servicer copies
      of all trailing documents required to be included in the related Mortgage File
      at the same time the originals or certified copies thereof are delivered to
      the
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office. The Servicers
      shall not be responsible for any custodial fees or other costs incurred in
      obtaining such documents and the Depositor shall cause the Servicers to be
      reimbursed for any such costs the Servicers may incur in connection with
      performing its obligations under this Agreement or the Servicing Agreement,
      as
      applicable.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004), as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) and
      (ii) Replacement Mortgage Loans (which, by definition as set forth herein and
      referred to in the Mortgage Loan Purchase Agreement, are required to conform
      to,
      among other representations and warranties, the representation and warranty
      of
      the Sponsor that no Replacement Mortgage Loan is a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      as
      defined in the Massachusetts Predatory Home Loan Practices Act, effective
      November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home
      Loan Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
      through 24-9-9). The Depositor and the Trustee on behalf of the Trust understand
      and agree that it is not intended that any mortgage loan be included in the
      Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003, as defined in the New Mexico Home
      Loan Protection Act effective January 1, 2004, as defined in the Massachusetts
      Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws
      Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective
      January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9).

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

    (a)  Based
      on
      the initial trust receipt received by it from the Custodian pursuant to the
      Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
      of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
      the Mortgage Loan Documents and all other assets included in the definition
      of
“REMIC I” under clauses (i), (ii) (iii), (v) and (vi) (to the extent of amounts
      deposited into the Distribution Account) and declares that it holds (or the
      Custodian on its behalf holds) and will hold such documents and the other
      documents delivered to it constituting a Mortgage Loan Document, and that it
      holds (or the Custodian on its behalf holds) or will hold all such assets and
      such other assets included in the definition of “REMIC I” in trust for the
      exclusive use and benefit of all present and future
      Certificateholders.

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
      supplemented. If the Custodian finds any document constituting part of the
      Mortgage File not to have been executed or received, or to be unrelated to
      the
      Mortgage Loans identified in Exhibit B, the Sponsor shall correct or cure any
      such defect or, if prior to the end of the second anniversary of the Closing
      Date, the Sponsor may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03 or shall deliver to the
      Trustee an Opinion of Counsel to the effect that such defect does not materially
      or adversely affect the interests of the Certificateholders in such Mortgage
      Loan within sixty (60) days from the date of notice from the Custodian of the
      defect and if the Sponsor fails to correct or cure the defect or deliver such
      opinion within such period, the Sponsor will, subject to Section 2.03,
      within ninety (90) days from the notification of the Custodian, purchase such
      Mortgage Loan at the Purchase Price; provided, however, that if such defect
      relates solely to the inability of the Sponsor to deliver the Mortgage,
      assignment thereof to the Custodian, or intervening assignments thereof with
      evidence of recording thereon because such documents have been submitted for
      recording and have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders, the Mortgage Files and will
      execute and deliver or cause to be executed and delivered to the Sponsor, the
      related Servicer and the Trustee, a final trust receipt substantially in the
      form annexed to the Custodial Agreement. In conducting such review, the
      Custodian on the Trustee’s behalf and in accordance with the terms of the
      Custodial Agreement will ascertain whether each document required to be recorded
      has been returned from the recording office with evidence of recording thereon
      and the Custodian on the Trustee’s behalf has received either an original or a
      copy thereof, as required in the Custodial Agreement. If the Custodian finds
      that any document with respect to a Mortgage Loan has not been received, or
      is
      unrelated to the Mortgage Loans identified in Exhibit B or appears to be
      defective on its face, the Custodian shall note such defect in the exception
      report attached the final trust receipt issued pursuant to the Custodial
      Agreement and the Sponsor shall correct or cure any such defect or, if prior
      to
      the end of the second anniversary of the Closing Date, the Sponsor may
      substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
      substitution shall be accomplished in the manner and subject to the conditions
      set forth in Section 2.03 or shall deliver to the Trustee an Opinion of
      Counsel to the effect that such defect does not materially or adversely affect
      the interests of Certificateholders in such Mortgage Loan within 60 days from
      the date of notice from the Trustee of the defect and if the Sponsor is unable
      within such period to correct or cure such defect, or to substitute the related
      Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion,
      the
      Sponsor shall, subject to Section 2.03, within 90 days from the
      notification of the Trustee, purchase such Mortgage Loan at the Purchase Price;
      provided, however, that if such defect relates solely to the inability of the
      Sponsor to deliver the Mortgage, assignment thereof to the Trustee or
      intervening assignments thereof with evidence of recording thereon, because
      such
      documents have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan, if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the related Servicer for deposit in the related
      Custodial Account and shall provide written notice to the Securities
      Administrator detailing the components of the Purchase Price, signed by an
      authorized officer of the Sponsor. Upon receipt of notice of the deposit of
      the
      Purchase Price in the related Custodial Account and upon receipt of a request
      for release (in the form attached to the Custodial Agreement) with respect
      to
      such Mortgage Loan, the Custodian, on behalf of the Trustee, will release to
      the
      Sponsor the related Mortgage File and the Trustee shall execute and deliver
      all
      instruments of transfer or assignment, without recourse, furnished to it by
      the
      Sponsor, as are necessary to vest in the Sponsor title to and rights under
      the
      Mortgage Loan. Such purchase shall be deemed to have occurred on the date on
      which the deposit into the related Custodial Account was made. The Securities
      Administrator shall promptly notify the Rating Agencies of such repurchase.
      The
      obligation of the Sponsor to cure, repurchase or substitute for any Mortgage
      Loan as to which a defect in a constituent document exists shall be the sole
      remedies respecting such defect available to the Certificateholders or to the
      Securities Administrator on their behalf. The Sponsor shall promptly reimburse
      the Securities Administrator for any fees, costs and expenses (including all
      reasonable and documented attorneys fees and expenses) incurred by the
      Securities Administrator in respect of enforcing the remedies for such
      breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of the Servicers, the Sponsor and the Master
      Servicer.

     

    (a)  Equity
      One hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the state of its formation and it, or one or more Subservicers engaged by it,
      is
      duly authorized and qualified to transact any and all business contemplated
      by
      this Agreement to be conducted by Equity One in any state in which a Mortgaged
      Property related to an Equity One Mortgage Loan is located or is otherwise
      not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure, in each case, the ability of the party performing the
      servicing function to service the Equity One Mortgage Loans in accordance with
      the terms of this Agreement and to perform any of Equity One’s other obligations
      under this Agreement in accordance with the terms hereof.

     

    (ii)  It,
      or
      one or more Subservicers engaged by it, has the full power and authority to
      service each Equity One Mortgage Loan, and to execute, deliver and perform,
      and
      to enter into and consummate the transactions contemplated by this Agreement
      and
      has duly authorized by all necessary corporate action on its part the execution,
      delivery and performance of this Agreement; and this Agreement, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms, except that (a) the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought and further subject to public policy with
      respect to indemnity and contribution under applicable securities
      law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the Equity
      One
      Mortgage Loans by it and its Subservicers under this Agreement, the consummation
      of any other of the transactions contemplated by this Agreement, and the
      fulfillment of or compliance with the terms hereof are in its ordinary course
      of
      business and will not (A) result in a material breach of any term or provision
      of its charter or by-laws or (B) materially conflict with, result in a material
      breach, violation or acceleration of, or result in a material default under,
      the
      terms of any other material agreement or instrument to which it is a party
      or by
      which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It,
      or
      one or more Subservicers engaged by it, is an approved servicer of conventional
      mortgage loans for Fannie Mae or Freddie Mac.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Equity One
      Mortgage Loans or to perform any of its other obligations under this Agreement
      in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  Equity
      One has accurately and fully reported, and will continue to accurately and
      fully
      report its borrower credit files to each of the credit repositories in a timely
      manner materially in accordance with the Fair Credit Reporting Act and its
      implementing legislation.

     

    (viii)  Equity
      One is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Equity One Mortgage Loans that are registered with MERS.

     

    (ix)  Equity
      One will not waive any Prepayment Charge with respect to an Equity One Mortgage
      Loan serviced by it unless it is waived in accordance with the standard set
      forth in Section 3.01.

     

    (b)  Ocwen
      hereby represents and warrants to, and covenants with, the Sponsor, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the state of its formation and is duly authorized and qualified to transact
      any
      and all business contemplated by this Agreement to be conducted by it in any
      state in which a Mortgaged Property related to an Ocwen Mortgage Loan is located
      or is otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any such
      state, to the extent necessary to ensure its ability to service the Ocwen
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  It
      has
      the full power and authority to service each Ocwen Mortgage Loan, and to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, constitutes its legal, valid and
      binding obligation, enforceable against it in accordance with its terms, except
      that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be brought
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the Ocwen
      Mortgage Loans by it under this Agreement, the consummation of any other of
      the
      transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its
      organizational documents or (B) materially conflict with, result in a material
      breach, violation or acceleration of, or result in a material default under,
      the
      terms of any other material agreement or instrument to which it is a party
      or by
      which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Ocwen Mortgage
      Loans or to perform any of its other obligations under this Agreement in
      accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated
      hereby, or if any such consent, approval, authorization or order is required,
      it
      has obtained the same.

     

    (vii)  Ocwen
      has
      accurately and fully reported, and will continue to accurately and fully report
      its borrower credit files to each of the credit repositories in a timely manner
      materially in accordance with the Fair Credit Reporting Act and its implementing
      legislation.

     

    (viii)  Ocwen
      is
      a member of MERS in good standing, and will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the Ocwen
      Mortgage Loans that are registered with MERS.

     

    (ix)  Ocwen
      will not waive any Prepayment Charge with respect to an Ocwen Mortgage Loan
      unless it is waived in accordance with the standard set forth in
      Section 3.01.

     

    If
      the
      covenant set forth in Section 2.03(a)(ix) or (b)(ix) above is breached by
      the related Servicer, such Servicer will 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 related Custodial Account within ninety
      (90)
      days of the earlier of discovery by such Servicer or receipt of notice by such
      Servicer of such breach. Notwithstanding the foregoing, or anything to the
      contrary contained in this Agreement, no Servicer shall have any liability
      for a
      waiver of any Prepayment Charge in the event that such Servicer’s determination
      to make such a waiver was made by such Servicer in reliance on information
      properly received by such Servicer from any Person in accordance with the terms
      of this Agreement. Further, the related Servicer shall not have any obligation
      to pay the amount of any uncollected Prepayment Charge if the failure to collect
      such amount is the direct result of incomplete information set forth in the
      Prepayment Charge Schedule.

     

    (c)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Servicers, the Master Servicer, the Securities Administrator and the Trustee
      as
      follows, as of the Closing Date:

     

    (i)  The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      in any state in which a Mortgaged Property is located or is otherwise not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  The
      Sponsor has the full corporate power and authority to sell each Mortgage Loan,
      and to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on the part of the Sponsor the execution, delivery
      and performance of this Agreement; and this Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Sponsor, enforceable
      against the Sponsor in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Sponsor, the sale of the
      Mortgage Loans by the Sponsor under this Agreement, the consummation of any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which the Sponsor is a party or by which it may be bound, or (C) constitute
      a
      material violation of any statute, order or regulation applicable to the Sponsor
      of any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair the Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller of conventional mortgage loans for Fannie Mae
      or
      Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    (v)  No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Sponsor
      of,
      or compliance by the Sponsor with, this Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Sponsor has obtained the
      same.

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (or a similarly
      classified loan using different terminology under a law imposing heightened
      regulatory scrutiny or additional legal liability for residential mortgage
      loans
      having high interest rates, points and/or fees).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.7 Revised (attached hereto as Exhibit O) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (d)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(c)(viii), (ix) and (x) and Section 8 of
      the Mortgage Loan Purchase Agreement that materially and adversely affects
      the
      interests of the Certificateholders in any Mortgage Loan, the party discovering
      such breach shall give prompt written notice thereof to the other parties.
      The
      Sponsor hereby covenants with respect to the representations and warranties
      set
      forth in Section 2.03(c)(viii), (ix) and (x) and Section 8 of the Mortgage
      Loan Purchase Agreement, that within ninety (90) days of the discovery of a
      breach of any representation or warranty set forth therein that materially
      and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      it shall cure such breach in all material respects and, if such breach is not
      so
      cured, (i) prior to the second anniversary of the Closing Date, remove such
      Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
      its place a Replacement Mortgage Loan, in the manner and subject to the
      conditions set forth in this Section; or (ii) repurchase the affected Mortgage
      Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
      set
      forth below; provided that any such substitution pursuant to (i) above or
      repurchase pursuant to (ii) above shall not be effected prior to the delivery
      to
      the Trustee of an Opinion of Counsel if required by Section 2.05 and any
      such substitution pursuant to (i) above shall not be effected prior to the
      additional delivery to the Custodian of a request for release in accordance
      with
      the Custodial Agreement. The Sponsor shall promptly reimburse the Trustee for
      any expenses reasonably incurred by the Trustee in respect of enforcing the
      remedies for such breach. To enable the related Servicer to amend the Mortgage
      Loan Schedule, the Sponsor shall, unless it cures such breach in a timely
      fashion pursuant to this Section 2.03, promptly notify the Trustee whether
      it intends either to repurchase, or to substitute for, the Mortgage Loan
      affected by such breach. With respect to the representations and warranties
      in
      Section 8 of the Mortgage Loan Purchase Agreement that are made to the best
      of the Sponsor’s knowledge, if it is discovered by any of the Depositor, the
      Sponsor or the Trustee that the substance of such representation and warranty
      is
      inaccurate and such inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan, notwithstanding the Sponsor’s lack of knowledge with
      respect to the substance of such representation or warranty, the Sponsor shall
      nevertheless be required to cure, substitute for or repurchase the affected
      Mortgage Loan in accordance with the foregoing. Notwithstanding the foregoing,
      any breach of a representation or warranty contained in clauses (viii),
      (xxxviii), (xliii), (xliv), (xlv), (xlvi), (xlvii), (xlviii), (xlix), (l),
      (lv),
      (lvi), (lvii), (lviii), (lix), (lx), (lxi), (lxii) and/or (lxiii) of
      Section 8 of the Mortgage Loan Purchase Agreement shall be automatically
      deemed to materially and adversely affect the interests of the
      Certificateholders.

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2 of the Custodial Agreement. No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Scheduled Payments due with respect to Replacement Mortgage Loans
      in
      the Due Period related to the Distribution Date on which such proceeds are
      to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Sponsor shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The related Servicer shall
      amend the Mortgage Loan Schedule for the benefit of the Certificateholders
      to
      reflect the removal of such Deleted Mortgage Loan and the substitution of the
      Replacement Mortgage Loan or Loans and shall deliver the amended Mortgage Loan
      Schedule to the Trustee, the Master Servicer and the Securities Administrator.
      Upon such substitution, the Replacement Mortgage Loan or Loans shall be subject
      to the terms of this Agreement and, with respect to the Wells Fargo Mortgage
      Loans, the Servicing Agreement, in all respects, and the Sponsor shall be deemed
      to have made with respect to such Replacement Mortgage Loan or Loans, as of
      the
      date of substitution, the representations and warranties set forth in
      Section 8 of the Mortgage Loan Purchase Agreement with respect to such
      Mortgage Loan. Upon any such substitution and receipt of notice of the deposit
      into the Custodial Account of the amount required to be deposited therein in
      connection with such substitution as described in the following paragraph and
      receipt by the Custodian of a request for release for such Mortgage Loan in
      accordance with the Custodial Agreement, the Custodian on behalf of the Trustee
      shall release to the Sponsor the Mortgage File relating to such Deleted Mortgage
      Loan and held for the benefit of the Certificateholders and the Trustee shall
      execute and deliver at the Sponsor’s direction such instruments of transfer or
      assignment as have been prepared by the Sponsor, in each case without recourse,
      as shall be necessary to vest in the Sponsor, or its respective designee, title
      to the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant
      to this Section 2.03. Neither the Trustee nor the Custodian shall have any
      further responsibility with regard to such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the related Servicer for deposit in the related Custodial Account
      by
      the Sponsor delivering such Replacement Mortgage Loan on or before the
      Determination Date for the Distribution Date relating to the Prepayment Period
      during which the related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the related Servicer for deposit
      in
      the related Custodial Account, on or before the Determination Date immediately
      following the date on which the Sponsor was required to repurchase such Mortgage
      Loan. The Purchase Price shall be remitted by the related Servicer to the
      Securities Administrator on the Remittance Date occurring in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      Custodial Account. In addition, upon such deposit of the Purchase Price, the
      delivery of an Officer’s Certificate by the Servicer to the Trustee certifying
      that the Purchase Price has been deposited in the related Custodial Account,
      the
      delivery of an Opinion of Counsel if required by Section 2.05 and the
      receipt of a Request for Release, the Trustee shall release the related Mortgage
      File held for the benefit of the related Certificateholders to the Sponsor,
      and
      the Trustee shall execute and deliver at such Person’s direction the related
      instruments of transfer or assignment prepared by the Sponsor, in each case
      without recourse, as shall be necessary to transfer title from the Trustee
      for
      the benefit of the Certificateholders and transfer the Trustee’s interest to the
      Sponsor to any Mortgage Loan purchased pursuant to this Section 2.03. It is
      understood and agreed that the obligation under this Agreement of the Sponsor
      to
      cure, repurchase or replace any Mortgage Loan as to which a breach has occurred
      or is continuing shall constitute the sole remedies against the Sponsor
      respecting such breach available to Certificateholder, the Depositor or the
      Trustee.

     

    (e)  Wells
      Fargo Bank, National Association, in its capacity as Master Servicer and
      Securities Administrator hereby represents, warrants and covenants with the
      Servicers, the Sponsor, the Depositor and the Trustee as follows, as of the
      Closing Date:

     

    (i)  It
      is a
      national banking association duly formed, validly existing and in good standing
      under the laws of the United States of America and is duly authorized and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by the Master Servicer;

     

    (ii)  It
      has
      the full power and authority to conduct its business as presently conducted
      by
      it and to execute, deliver and perform, and to enter into and consummate, all
      transactions contemplated by this Agreement. It has duly authorized the
      execution, delivery and performance of this Agreement, has duly executed and
      delivered this Agreement, and this Agreement, assuming due authorization,
      execution and delivery by the other parties hereto, constitutes a legal, valid
      and binding obligation of the Master Servicer and the Securities Administrator,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency, reorganization or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by it, its consummation of any other
      of
      the transactions herein contemplated, and the fulfillment of or compliance
      with
      the terms hereof are in its ordinary course of business and will not (A) result
      in a breach of any term or provision of its charter and by-laws or (B) conflict
      with, result in a breach, violation or acceleration of, or result in a default
      under, the terms of any other material agreement or instrument to which it
      is a
      party or by which it may be bound, or any statute, order or regulation
      applicable to it of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over it; and it is not a party to, bound
      by, or in breach or violation of any indenture or other agreement or instrument,
      or subject to or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it, which materially and adversely affects or, to its knowledge, would
      in
      the future materially and adversely affect, (x) its ability to perform its
      obligations under this Agreement or (y) its business, operations, financial
      condition, properties or assets taken as a whole;

     

    (iv)  It
      does
      not believe, nor does it have any reason or cause to believe, that it cannot
      perform each and every covenant made by it and contained in this
      Agreement;

     

    (v)  No
      litigation is pending against it that would materially and adversely affect
      the
      execution, delivery or enforceability of this Agreement or its ability to
      perform any of its other obligations hereunder in accordance with the terms
      hereof,

     

    (vi)  There
      are
      no actions or proceedings against, or investigations known to it of, it before
      any court, administrative or other tribunal (A) that might prohibit its entering
      into this Agreement, (B) seeking to prevent the consummation of the transactions
      contemplated by this Agreement or (C) that might prohibit or materially and
      adversely affect its performance of its obligations under, or validity or
      enforceability of, this Agreement; and

     

    (vii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by it of, or
      compliance by it with, this Agreement or the consummation by it of the
      transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained prior
      to
      the Closing Date.

     

    (f)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Servicers,
      the Sponsor, the Master Servicer, the Securities Administrator and the Trustee
      as follows, as of the date hereof and as of the Closing Date:

     

    (i)  The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement.

     

    (ii)  The
      Depositor has the full corporate power and authority to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by,
      this
      Agreement and has duly authorized, by all necessary corporate action on its
      part, the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization, execution and delivery hereof by
      the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium
      receivership and other similar laws relating to creditors’ rights generally and
      (ii) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Depositor, the consummation
      of
      the transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Depositor and will not (A) result in a material breach of any term or provision
      of the charter or by-laws of the Depositor or (B) materially conflict with,
      result in a material breach, violation or acceleration of, or result in a
      material default under, the terms of any other material agreement or instrument
      to which the Depositor is a party or by which it may be bound or (C) constitute
      a material violation of any statute, order or regulation applicable to the
      Depositor of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Depositor; and the Depositor is not in breach
      or violation of any material indenture or other material agreement or
      instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it which breach or violation may materially impair the Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
      against the Depositor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Depositor
      to
      perform its obligations under this Agreement in accordance with the terms
      hereof.

     

    (v)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Depositor has obtained the
      same.

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the Custodian for the benefit of the Certificateholders. Upon discovery by
      the
      Depositor, a Servicer, the Master Servicer or the Trustee of a breach of such
      representations and warranties, the party discovering such breach shall give
      prompt written notice to the others and to each Rating Agency.

     

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

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of REMIC I, REMIC II, REMIC
      III, REMIC IV, REMIC V OR REMIC VI or contributions after the Closing Date,
      as
      defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii)
      cause any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V OR REMIC VI to
      fail
      to qualify as a REMIC at any time that any Certificates are outstanding. Any
      Mortgage Loan as to which repurchase or substitution was delayed pursuant to
      this paragraph shall be repurchased or the substitution therefor shall occur
      (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
      the
      occurrence of a default or imminent default with respect to such Mortgage Loan
      and (b) receipt by the Trustee of an Opinion of Counsel to the effect that
      such
      repurchase or substitution, as applicable, will not result in the events
      described in clause (i) or clause (ii) of the preceding sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the related Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC I, the receipt of which
      is hereby acknowledged. The interests evidenced by the Class R-I Interest,
      together with the REMIC I Regular Interests, constitute the entire beneficial
      ownership interest in REMIC I. The rights of the Holders of the Class R-I
      Interest and REMIC I (as holder of the REMIC I Regular Interests) to receive
      distributions from the proceeds of REMIC I in respect of the Class R-I Interest
      and the REMIC I Regular Interests, respectively, and all ownership interests
      evidenced or constituted by the Class R-I Interest and the REMIC I Regular
      Interests, shall be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC I Regular Interests; Issuance and Conveyance of the REMIC II
      Regular Interests, the Class X Interest, the Class P Interest and the Class
      IO
      Interest.

     

    (a)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      I Regular Interests for the benefit of the Class R-II Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC I Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-II Interest and REMIC II (as holder of the REMIC I Regular
      Interests). The rights of the Holder of the Class R-II Interest and REMIC II
      (as
      holder of the REMIC I Regular Interests) to receive distributions from the
      proceeds of REMIC II in respect of the Class R-II Interest and the REMIC II
      Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-II Interest and the REMIC II Regular Interests,
      shall
      be as set forth in this Agreement. The Class R-II Interest and the REMIC II
      Regular Interests shall constitute the entire beneficial ownership interest
      in
      REMIC II.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      REMIC
      II Regular Interests for the benefit of the Class R-III Interest and REMIC
      III
      (as holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
      of the REMIC II Regular Interests and declares that it holds and will hold
      the
      same in trust for the exclusive use and benefit of all present and future
      Holders of the Class R-III Interest and REMIC III (as holder of the REMIC II
      Regular Interests). The rights of the Holder of the Class R-III Interest and
      REMIC III (as holder of the REMIC II Regular Interests) to receive distributions
      from the proceeds of REMIC III in respect of the Class R-III Interest and the
      Regular Certificates (other than the Class X and Class P Certificates), the
      Class X Interest, the Class P Interest and the Class IO Interest, respectively,
      and all ownership interests evidenced or constituted by the Class R-III Interest
      and the Regular Certificates (other than the Class X and Class P Certificates),
      the Class X Interest, the Class P Interest and the Class IO Interest, shall
      be
      as set forth in this Agreement. The Class R-III Interest, the Regular
      Certificates (other than the Class X and Class P Certificates), the Class X
      Interest, the Class P Interest and the Class IO Interest shall constitute the
      entire beneficial ownership interest in REMIC III.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      X Interest for the benefit of the Class R-IV Interest and REMIC IV (as holder
      of
      the Class X Interest). The Trustee acknowledges receipt of the Class X Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-IV Interest and
      REMIC IV (as holder of the Class X Interest). The rights of the Holder of the
      Class R-IV Interest and REMIC IV (as holder of the Class X Interest) to receive
      distributions from the proceeds of REMIC IV in respect of the Class R-IV
      Interest, the Class X Certificates, and all ownership interests evidenced or
      constituted by the Class R-IV Interest and the Class X Certificates, shall
      be as
      set forth in this Agreement. The Class R-IV Interest and the Class X
      Certificates shall constitute and evidence the entire beneficial ownership
      interest in REMIC IV.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      P Interest for the benefit of the Class R-V Interest and REMIC V (as holder
      of
      the Class P Interest). The Trustee acknowledges receipt of the Class P Interest
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of all present and future Holders of the Class R-V Interest and
      REMIC V (as holder of the Class P Interest). The rights of the Holder of the
      Class R-V Interest and REMIC V (as holder of the Class P Interest) to receive
      distributions from the proceeds of REMIC V in respect of the Class R-V Interest,
      the Class P Certificates, and all ownership interests evidenced or constituted
      by the Class R-V Interest and the Class P Certificates, shall be as set forth
      in
      this Agreement. The Class R-V Interest and the Class P Certificates shall
      constitute and evidence the entire beneficial ownership interest in REMIC
      V.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      IO Interest for the benefit of the Class R-VI Interest and REMIC VI (as holder
      of the Class IO Interest). The Trustee acknowledges receipt of the Class IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-VI
      Interest and REMIC VI (as holder of the Class IO Interest). The rights of the
      Holder of the Class R-VI Interest and REMIC VI (as holder of the Class IO
      Interest) to receive distributions from the proceeds of REMIC VI in respect
      of
      the Class R-VI Interest, the REMIC VI Regular Interest IO Certificates, and
      all
      ownership interests evidenced or constituted by the Class R-VI Interest and
      the
      REMIC VI Regular Interest IO Certificates, shall be as set forth in this
      Agreement. The Class R-VI Interest and the REMIC VI Regular Interest IO
      Certificates shall constitute and evidence the entire beneficial ownership
      interest in REMIC VI.

     

    Section
      2.08  Issuance
      of Class R Certificates and Class R-X Certificates.

     

    (a)  The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and
      the REMIC II Regular Interests and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R
      Certificates in authorized denominations. 

     

    (b)  The
      Trustee acknowledges the assignment to it of the Class X Interest, Class P
      Interest and Class IO Interest and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R-X
      Certificates in authorized denominations.

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2007-3” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding, and this Section 2.10 may not be amended,
      without the consent of the Certificateholders evidencing 51% or more of the
      aggregate voting rights of the Certificates.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  Servicers
      to act as Servicers of the Mortgage Loans.

     

    The
      obligations of Ocwen hereunder to service and administer the Mortgage Loans
      shall be limited to the Ocwen Mortgage Loans, and with respect to the duties
      and
      obligations of Ocwen, references herein to the related Mortgage Loans shall
      be
      limited to the Ocwen Mortgage Loans. The obligations of Equity One hereunder
      to
      service and administer the Mortgage Loans shall be limited to the Equity One
      Mortgage Loans, and with respect to the duties and obligations of Equity One,
      references herein to the related Mortgage Loans shall be limited to the Equity
      One Mortgage Loans. The Wells Fargo Mortgage Loans will be serviced and
      administered by Wells Fargo pursuant to the terms and provisions of the
      Servicing Agreement, and none of Ocwen or Equity One will have any
      responsibility to service or administer the Wells Fargo Mortgage Loans or have
      any other obligation or liability with respect to the Wells Fargo Mortgage
      Loans. In addition, Wells Fargo shall have no obligation to service and
      administer the Wells Fargo Mortgage Loans in accordance with this Agreement
      and
      therefore, references to the “related Servicer” and the “related Mortgage Loans”
in this Agreement which describe the servicing and administration of Mortgage
      Loans by a Servicer will not include Wells Fargo or the Wells Fargo Mortgage
      Loans.

     

    Each
      Servicer shall service and administer the related Mortgage Loans on behalf
      of
      the Trust Fund and in the best interest of and for the benefit of the
      Certificateholders (as determined by such Servicer in its reasonable judgment)
      in accordance with the terms of this Agreement and the Mortgage Loans and to
      the
      extent consistent with such terms and in accordance with and exercising the
      same
      care in performing those practices that such Servicer customarily employs and
      exercises in servicing and administering mortgage loans for its own account
      and
      of the same type as such Mortgage Loans in the jurisdiction where the related
      Mortgaged Property is located (including, compliance with all applicable
      federal, state and local laws).

     

    To
      the
      extent consistent with the foregoing, each Servicer shall seek the timely and
      complete recovery of principal and interest on the Mortgage Notes related to
      the
      Mortgage Loans and shall waive a Prepayment Charge only under the following
      circumstances: (i) such waiver is standard and customary in servicing similar
      mortgage loans and (ii) either (A) such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of the
      related Servicer, maximize recovery of total proceeds taking into account the
      value of such Prepayment Charge and the related Mortgage Loan and, if such
      waiver is made in connection with a refinancing of the related Mortgage Loan,
      such refinancing is related to a default or a reasonably foreseeable default
      or
      (B) such waiver is made in connection with a refinancing of the related Mortgage
      Loan unrelated to a default or a reasonably foreseeable default where (x) the
      related Mortgagor has stated to the related Servicer an intention to refinance
      the related Mortgage Loan and (y) the related Servicer has concluded in its
      reasonable judgment that the waiver of such Prepayment Charge would induce
      such
      Mortgagor to refinance with such Servicer, (iii) the related Servicer reasonably
      believes such Prepayment Charge is unenforceable in accordance with applicable
      law or the collection of such related Prepayment Charge would otherwise violate
      applicable law or (iv) the related Servicer has not been provided with
      information sufficient to enable it to collect the Prepayment Charge. If a
      Prepayment Charge is waived as permitted by meeting both of the standards
      described in clauses (i) and (ii)(B) above, then the related Servicer is
      required to pay the amount of such waived Prepayment Charge (the “Servicer
      Prepayment Charge Payment Amount”), for the benefit of the Holders of the Class
      P Certificates, by depositing such amount into the related Custodial Account
      within ninety (90) days of notice or discovery of such waiver meeting the
      standard set forth in both clauses (i) and (ii)(B) above; provided, however,
      that the related Servicer shall not waive more than five-percent (5%) of the
      Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment
      Charge Schedule in accordance with clauses (i) and (ii)(B) above.
      Notwithstanding any other provisions of this Agreement, any payments made by
      a
      Servicer in respect of any waived Prepayment Charges pursuant to clauses (i)
      and
      (ii)(B) above and the preceding sentence shall be deemed to be paid outside
      of
      the Trust Fund.

     

    Subject
      only to the above-described applicable servicing standards (the “Accepted
      Servicing Practices”) and the terms of this Agreement and of the respective
      Mortgage Loans, each Servicer shall have full power and authority, acting alone
      and/or through subservicers as provided in Section 3.03, to do or cause to
      be done any and all things that it may deem necessary or desirable in connection
      with such servicing and administration, including but not limited to, the power
      and authority, subject to the terms hereof (i) to execute and deliver, on behalf
      of the Certificateholders and the Trustee, customary consents or waivers and
      other instruments and documents, (ii) to consent to transfers of any related
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
      (but only in the manner provided herein), (iii) to collect any Insurance
      Proceeds and other Liquidation Proceeds, and (iv) subject to Section 3.09,
      to effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan serviced by such Servicer.

     

    Without
      limiting the generality of the foregoing, each Servicer, in its own name or
      in
      the name of the Trust, the Depositor or the Trustee, is hereby authorized and
      empowered by the Trust, the Depositor and the Trustee, when such Servicer
      believes it appropriate in its reasonable judgment, to execute and deliver,
      on
      behalf of the Trustee, the Depositor, the Certificateholders or any of them,
      any
      and all instruments of satisfaction or cancellation, or of partial or full
      release or discharge and all other comparable instruments, with respect to
      the
      related Mortgage Loans, and with respect to the related Mortgaged Properties
      held for the benefit of the Certificateholders. Each Servicer shall prepare
      and
      deliver to the Depositor and/or the Trustee such documents requiring execution
      and delivery by any or all of them as are necessary or appropriate to enable
      such Servicer to service and administer the related Mortgage Loans. Upon receipt
      of such documents, the Depositor and/or the Trustee shall execute such documents
      and deliver them to the related Servicer. In addition, the Trustee shall
      execute, at the written request of a Servicer, and furnish to such Servicer
      any
      special or limited powers of attorney in the form of Exhibit
      S
      hereto
      applicable to all locations in which the Mortgaged Properties are located and
      other documents necessary or appropriate to enable the related Servicer to
      carry
      out its servicing and administrative duties hereunder, provided such limited
      powers of attorney or other documents shall be prepared by the related Servicer
      and submitted to the Trustee for review prior to execution. Notwithstanding
      anything to the contrary herein, the Trustee shall in no way be liable or
      responsible for the willful malfeasance of a Servicer, or for the wrongful
      or
      negligent actions taken by such Servicer, while such Servicer is acting pursuant
      to the powers granted to it in this paragraph.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      each Servicer shall advance or cause to be advanced funds as necessary for
      the
      purpose of effecting the payment of taxes and assessments on the Mortgaged
      Properties relating to the Mortgage Loans serviced by such Servicer in order
      to
      preserve the lien on the Mortgaged Property, which advances shall be
      reimbursable in the first instance from related collections from the Mortgagors
      pursuant to Section 3.27, and further as provided in Section 3.32. All
      costs incurred by a Servicer, if any, in effecting the payments of such taxes
      and assessments on the related Mortgaged Properties and related insurance
      premiums shall not, for the purpose of calculating monthly distributions to
      the
      Certificateholders, be added to the Stated Principal Balance under the related
      Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
      

     

    Section
      3.02  Due-on-Sale
      Clauses; Assumption Agreements.

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the related Servicer shall
      to
      the extent that it has knowledge of such conveyance, enforce any due-on-sale
      clause contained in the related Mortgage Note or Mortgage, to the extent
      permitted under applicable law and governmental regulations, but only to the
      extent that such enforcement will not adversely affect or jeopardize coverage
      under any Required Insurance Policy. Notwithstanding the foregoing, no Servicer
      shall be required to exercise such rights with respect to a Mortgage Loan
      serviced by such Servicer if the Person to whom the related Mortgaged Property
      has been conveyed or is proposed to be conveyed satisfies the terms and
      conditions contained in the Mortgage Note and Mortgage related thereto and
      the
      consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise
      so required under such Mortgage Note or Mortgage as a condition to such
      transfer. In the event that a Servicer is prohibited by law from enforcing
      any
      such due-on-sale clause, or if coverage under any Required Insurance Policy
      would be adversely affected, or if nonenforcement is otherwise permitted
      hereunder, such Servicer is authorized, subject to Section 3.02(b), to take
      or enter into an assumption and modification agreement from or with the person
      to whom such property has been or is about to be conveyed, pursuant to which
      such person becomes liable under the Mortgage Note and, unless prohibited by
      applicable state law, the Mortgagor remains liable thereon, provided that the
      related Mortgage Loan shall continue to be covered (if so covered before the
      related Servicer enters into such an agreement) by the applicable Required
      Insurance Policies. With respect to any Mortgage Loan, the related Servicer,
      subject to Section 3.02(b), is also authorized with the prior approval of
      the insurers under any Required Insurance Policies to enter into a substitution
      of liability agreement with such Person, pursuant to which the original
      Mortgagor is released from liability and such Person is substituted as Mortgagor
      and becomes liable under the Mortgage Note. Notwithstanding the foregoing,
      the
      related Servicer shall not be deemed to be in default under this
      Section 3.02(a) by reason of any transfer or assumption that it reasonably
      believes it is restricted by law from preventing.

     

    (b)  Subject
      to a Servicer’s duty to enforce any due-on-sale clause to the extent set forth
      in Section 3.02(a), in any case in which a Mortgaged Property has been
      conveyed to a Person by a Mortgagor, and such Person is to enter into an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, such Servicer shall prepare and deliver
      or cause to be prepared and delivered to the Trustee for signature and shall
      direct, in writing, the Trustee to execute the assumption agreement with the
      Person to whom the Mortgaged Property is to be conveyed and such modification
      agreement or supplement to the Mortgage Note or Mortgage or other instruments
      as
      are reasonable or necessary to carry out the terms of the Mortgage Note or
      Mortgage or otherwise to comply with any applicable laws regarding assumptions
      or the transfer of the Mortgaged Property to such Person. In connection with
      any
      such assumption, no material term of the Mortgage Note (including, but not
      limited to, the Mortgage Rate, the amount of the Scheduled Payment, the Index,
      Gross Margin, Periodic Rate Cap, Adjustment Date, Maximum Mortgage Interest
      Rate
      or Minimum Mortgage Interest Rate, and any other term affecting the amount
      or
      timing of payment on the related Mortgage Loan) may be changed. In addition,
      the
      substitute Mortgagor and the Mortgaged Property must be acceptable to the
      Servicer in accordance with the servicing standard set forth in
      Section 3.01. The related Servicer shall notify the Trustee that any such
      substitution or assumption agreement has been completed by forwarding to the
      Custodian the original of such substitution or assumption agreement, which
      in
      the case of the original shall be added to the related Mortgage File and shall,
      for all purposes, be considered a part of such Mortgage File to the same extent
      as all other documents and instruments constituting a part thereof. Any fee
      collected by a Servicer for entering into an assumption or substitution of
      liability agreement will be retained by such Servicer as additional servicing
      compensation.

     

    Section
      3.03  Subservicers.

     

    Each
      Servicer shall perform all of its servicing responsibilities hereunder or may
      cause a Subservicer to perform any such servicing responsibilities on its
      behalf, but the use by a Servicer of a Subservicer shall not release such
      Servicer from any of its obligations hereunder with respect to the related
      Mortgage Loans. Any subservicing arrangement and the terms of the related
      Subservicing Agreement must provide for the servicing of such Mortgage Loans
      in
      a manner consistent with the servicing arrangements contemplated hereunder
      and
      the related Servicer shall cause any Subservicer to comply with the provisions
      of this Agreement (including, without limitation, to provide the information
      required to be delivered under Sections 3.13, 3.14 and 3.18 hereof), to the
      same
      extent as if such Subservicer were the Servicer. Each Subservicer shall be
      (i)
      authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Subservicer to perform its obligations
      hereunder and under the Subservicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Each Servicer shall promptly, upon request,
      provide to the Master Servicer and the Depositor a written description (in
      form
      and substance reasonably satisfactory to the Master Servicer and the Depositor)
      of the role and function of each Subservicer utilized by such Servicer,
      specifying (i) the identity of each such Subservicer, (ii) whether such
      Subservicer is “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria
      will be addressed in assessments of compliance provided by each Subservicer
      identified pursuant to clause (ii) of this subsection; provided, however, no
      Servicer shall be required to provide the information in clause (i) or (ii)
      of
      this subsection until such time that the applicable assessment of compliance
      is
      due in accordance with Section 3.14 of this Agreement. Each Servicer shall
      be
      responsible for obtaining from each Subservicer engaged by it and delivering
      to
      the Master Servicer any annual statement of compliance, assessment of
      compliance, attestation report and Sarbanes-Oxley related certification required
      to be delivered by such Subservicer under Sections 3.13, 3.14 and 3.18, in
      each
      case, as and when required to be delivered. Each Servicer shall pay all fees
      of
      any Subservicers engaged by it from its own funds.

     

    Notwithstanding
      the foregoing, with respect to the related Mortgage Loans, the related Servicer
      shall be entitled to outsource one or more separate servicing functions to
      a
      Subontractor that does not meet the eligibility requirements for a Subservicer,
      so long as such outsourcing does not constitute the delegation of such
      Servicer’s obligation to perform all or substantially all of the servicing of
      the related Mortgage Loans to such Subcontractor. The related Servicer shall
      promptly, upon request, provide to the Master Servicer and the Depositor a
      written description (in form and substance reasonably satisfactory to the Master
      Servicer and the Depositor) of the role and function of each Subcontractor
      utilized by such Servicer, specifying (i) the identity of each such
      Subcontractor and (ii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each such Subcontractor
      identified pursuant to clause (i) of this subsection. In such event, the use
      by
      a Servicer of any such Subcontractor shall not release such Servicer from any
      of
      its obligations hereunder and such Servicer shall remain responsible hereunder
      for all acts and omissions of such Subcontractor as fully as if such acts and
      omissions were those of such Servicer, and such Servicer shall pay all fees
      and
      expenses of the Subcontractor from such Servicer’s own funds.

     

    As
      a
      condition to the utilization of any Subcontractor, each Servicer shall cause
      any
      such Subcontractor used by it for the benefit of the Master Servicer and the
      Depositor to comply with the provisions of Section 3.18 of this Agreement to
      the
      same extent as if such Subcontractor were such Servicer. Each Servicer shall
      be
      responsible for obtaining from each Subcontractor engaged by it and delivering
      to the Master Servicer and any Depositor any Sarbanes-Oxley related
      certification required to be delivered by such Subcontractor under Section
      3.18,
      in each case as and when required to be delivered.

     

    At
      the
      cost and expense of the related Servicer, without any right of reimbursement
      from its Custodial Account, such Servicer shall be entitled to terminate the
      rights and responsibilities of a Subservicer or Subcontractor and arrange for
      any servicing responsibilities to be performed by a successor Subservicer or
      Subcontractor; provided, however, that nothing contained herein shall be deemed
      to prevent or prohibit a Servicer, at its option, from electing to service
      the
      related Mortgage Loans itself. In the event that a Servicer’s responsibilities
      and duties under this Agreement are terminated pursuant to Section 8.01,
      such Servicer shall at its own cost and expense terminate the rights and
      responsibilities of each Subservicer and Subcontractor with respect to the
      related Mortgage Loans effective as of the date of such Servicer’s termination.
      Each Servicer shall pay all fees, expenses or penalties necessary in order
      to
      terminate the rights and responsibilities of each Subservicer and Subcontractor
      from such Servicer’s own funds without reimbursement from the Trust
      Fund.

     

    Notwithstanding
      the foregoing, no Servicer shall be relieved of its obligations hereunder with
      respect to the related Mortgage Loans and shall be obligated to the same extent
      and under the same terms and conditions as if it alone were servicing and
      administering the related Mortgage Loans. Each Servicer shall be entitled to
      enter into an agreement with a Subservicer or Subcontractor, as applicable,
      engaged by it for indemnification of such Servicer by the Subservicer or
      Subcontractor, as applicable, and nothing contained in this Agreement shall
      be
      deemed to limit or modify such indemnification.

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer or Subcontractor shall be deemed to
      be
      between such Subservicer or Subcontractor and the related Servicer alone, and
      neither the Master Servicer nor the Trustee shall have any obligations, duties
      or liabilities with respect to such Subservicer or Subcontractor including
      any
      obligation, duty or liability of Master Servicer or the Trustee to pay such
      Subservicer’s or Subcontractor’s fees and expenses. For purposes of remittances
      to the Securities Administrator pursuant to this Agreement, a Servicer shall
      be
      deemed to have received a payment on a Mortgage Loan serviced by such Servicer
      when a Subservicer or Subcontractor has received such payment.

     

    Section
      3.04  Documents,
      Records and Funds in Possession of the Servicers To Be Held for
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, each Servicer shall transmit to the
      Trustee as required by this Agreement all documents and instruments in respect
      of a Mortgage Loan serviced by such Servicer coming into the possession of
      such
      Servicer from time to time and shall account fully to the Securities
      Administrator for any funds received by such Servicer or that otherwise are
      collected by such Servicer as Liquidation Proceeds or Insurance Proceeds in
      respect of any such Mortgage Loan. All Mortgage Files and funds collected or
      held by, or under the control of, a Servicer in respect of any Mortgage Loans
      serviced by such Servicer, whether from the collection of principal and interest
      payments or from Liquidation Proceeds, including but not limited to, any funds
      on deposit in the related Custodial Account, shall be held by such Servicer
      for
      and on behalf of the Trustee and shall be and remain the sole and exclusive
      property of the Trustee, subject to the applicable provisions of this Agreement.
      Each Servicer also agrees that it shall not create, incur or subject any
      Mortgage File or any funds that are deposited in the related Custodial Account,
      the Distribution Account or in any Escrow Account, or any funds that otherwise
      are or may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment or other encumbrance, or assert by legal action or otherwise
      any
      claim or right of set off against any Mortgage File or any funds collected
      on,
      or in connection with, a related Mortgage Loan, except, however, that the
      related Servicer shall be entitled to set off against and deduct from any such
      funds any amounts that are properly due and payable to it under this
      Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

    (a)  Each
      Servicer shall cause to be maintained for each related Mortgage Loan hazard
      insurance with extended coverage on the Mortgaged Property in an amount which
      is
      at least equal to the lesser of (i) the Stated Principal Balance of such
      Mortgage Loan and (ii) the amount necessary to fully compensate for any damage
      or loss to the improvements that are a part of such property on a replacement
      cost basis, in each case in an amount not less than such amount as is necessary
      to avoid the application of any coinsurance clause contained in the related
      hazard insurance policy. Each Servicer shall also cause to be maintained hazard
      insurance with extended coverage on each related REO Property in an amount
      which
      is at least equal to the lesser of (i) the maximum insurable value of the
      improvements which are a part of such REO Property and (ii) the Stated Principal
      Balance of the related Mortgage Loan at the time it became an REO Property.
      Each
      Servicer will comply in the performance of this Agreement with all reasonable
      rules and requirements of each insurer under any such hazard policies. Any
      amounts collected by a Servicer under any such policies (other than amounts
      to
      be applied to the restoration or repair of the property subject to the related
      Mortgage or amounts to be released to the Mortgagor in accordance with the
      procedures that such Servicer would follow in servicing loans held for its
      own
      account, subject to the terms and conditions of the related Mortgage and
      Mortgage Note and in accordance with the servicing standard set forth in
      Section 3.01) shall be deposited in the related Custodial Account, subject
      to withdrawal pursuant to Section 3.27. Any cost incurred by a Servicer in
      maintaining any such insurance shall not, for the purpose of calculating
      distributions to Certificateholders, be added to the Stated Principal Balance
      of
      the related Mortgage Loan, notwithstanding that the terms of such Mortgage
      Loan
      so permit. It is understood and agreed that no earthquake or other additional
      insurance is to be required of any Mortgagor other than pursuant to such
      applicable laws and regulations as shall at any time be in force and as shall
      require such additional insurance. If a Mortgaged Property or REO Property
      is at
      any time in an area identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards and flood insurance has been
      made available, the related Servicer shall cause to be maintained a flood
      insurance policy in respect thereof. Such flood insurance shall be in an amount
      equal to the lesser of (i) the Stated Principal Balance of the related Mortgage
      Loan and (ii) the maximum amount of such insurance available for the related
      Mortgaged Property under the national flood insurance program (assuming that
      the
      area in which such Mortgaged Property is located is participating in such
      program).

     

    In
      the
      event that a Servicer shall obtain and maintain a blanket policy with an insurer
      having a General Policy Rating of B:VI or better in Best’s Key Rating Guide (or
      such other rating that is comparable to such rating) insuring against hazard
      losses on all of the related Mortgage Loans, it shall conclusively be deemed
      to
      have satisfied its obligations as set forth in the first two sentences of this
      Section 3.05, it being understood and agreed that such policy may contain a
      deductible clause, in which case such Servicer shall, in the event that there
      shall not have been maintained on the related Mortgaged Property or REO Property
      a policy complying with the first two sentences of this Section 3.05, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the related Custodial Account from its own funds the amount
      not otherwise payable under the blanket policy because of such deductible
      clause. In connection with its activities as administrator and servicer of
      the
      related Mortgage Loans, each Servicer agrees to prepare and present, on behalf
      of itself, the Trustee and Certificateholders, claims under any such blanket
      policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b)  Each
      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 its obligations under this Agreement, which policy or policies
      shall be in such form and amount that would meet the requirements of Fannie
      Mae
      or Freddie Mac if it were the purchaser of the Mortgage Loans, unless such
      Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
      Mac. Each Servicer shall provide the Master Servicer, upon request, with copies
      of such insurance policies and fidelity bond (or waiver thereof). Each Servicer
      shall also maintain a fidelity bond in the form and amount that would meet
      the
      requirements of Fannie Mae or Freddie Mac, unless such Servicer has obtained
      a
      waiver of such requirements from Fannie Mae or Freddie Mac. Each Servicer shall
      be deemed to have complied with this provision if one of its Affiliates has
      such
      errors and omissions and fidelity bond coverage and, by the terms of such
      insurance policy or fidelity bond, the coverage afforded thereunder extends
      to
      the Servicer. Any such errors and omissions policy and fidelity bond shall
      by
      its terms not be cancelable without thirty (30) days’ prior written notice to
      the Master Servicer. Each Servicer shall also cause its subservicers to maintain
      a policy of insurance covering errors and omissions and a fidelity bond which
      would meet such requirements.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    Each
      Servicer shall prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the applicable Insurance Policies and take
      such reasonable actions (including the negotiation, settlement, compromise
      or
      enforcement of the insured’s claim) as shall be necessary to permit recovery
      under such Insurance Policies. Any proceeds disbursed to a Servicer in respect
      of such Insurance Policies shall, within two Business Days of its receipt,
      be
      deposited in the related Custodial Account, except that any amounts realized
      that are to be applied to the repair or restoration of the related Mortgaged
      Property as a condition precedent to the presentation of claims on the related
      Mortgage Loan to the insurer under any applicable Insurance Policy need not
      be
      so deposited (or remitted). Notwithstanding any provision to the contrary,
      no
      Servicer shall have any responsibility to a primary mortgage insurance policy
      unless it has been made aware of such policy, as reflected on the Mortgage
      Loan
      Schedule or otherwise and has been provided with adequate information to
      administer such policy.

     

    Section
      3.07  Maintenance
      of Insurance Policies.

     

    Except
      as
      required by applicable law or the related Mortgage Loan documents, no Servicer
      shall take any action that would result in noncoverage under any applicable
      Insurance Policy of any loss which, but for the actions of such Servicer would
      have been covered thereunder. Each Servicer shall use its best efforts to keep
      in force and effect (to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance), any applicable Insurance Policy. No
      Servicer shall not cancel or refuse to renew any Insurance Policy that is in
      effect at the date of the initial issuance of a Mortgage Note and is required
      to
      be kept in force hereunder.

     

    Section
      3.08  Reserved.

     

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

     

    (a)  Each
      Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
      convert the ownership of properties securing such of the related Mortgage Loans
      as come into and continue in default and as to which no satisfactory
      arrangements can be made for collection of delinquent payments. In connection
      with such foreclosure or other conversion, the related Servicer shall follow
      such practices and procedures as it shall deem necessary or advisable and as
      shall be normal and usual in its general mortgage servicing activities and
      the
      requirements of the insurer under any Required Insurance Policy; provided that
      the related Servicer shall not be required to expend its own funds in connection
      with any foreclosure or towards the restoration of any property unless it shall
      determine (i) that such restoration and/or foreclosure will increase the
      proceeds of liquidation of the related Mortgage Loan after reimbursement to
      itself of such expenses and (ii) that such expenses will be recoverable to
      it
      through Liquidation Proceeds (respecting which it shall have priority for
      purposes of withdrawals from the related Custodial Account). If a Servicer
      reasonably believes that Liquidation Proceeds with respect to any such Mortgage
      Loan would not be increased as a result of such foreclosure or other action,
      such Mortgage Loan will be charged-off and will become a Liquidated Loan. Each
      Servicer will give notice of any such charge-off to the Securities
      Administrator. Each Servicer shall be responsible for all other costs and
      expenses incurred by it in any such proceedings; provided that such costs and
      expenses shall be Servicing Advances and that it shall be entitled to
      reimbursement thereof from the proceeds of liquidation of the related Mortgaged
      Property, as contemplated in Section 3.27. If a Servicer has knowledge that
      a Mortgaged Property that it is contemplating acquiring in foreclosure or by
      deed-in-lieu of foreclosure is located within a one-mile radius of any site
      with
      environmental or hazardous waste risks known to it, such Servicer shall, prior
      to acquiring the Mortgaged Property, consider such risks and only take action
      in
      accordance with its established environmental review procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders (or the
      Trustee’s nominee on behalf of the Certificateholders). The Trustee’s name shall
      be placed on the title to such REO Property solely as the Trustee hereunder
      and
      not in its individual capacity. The related Servicer shall ensure that the
      title
      to such REO Property references this Agreement and the Trustee’s capacity
      hereunder. Pursuant to its efforts to sell such REO Property, the related
      Servicer shall either itself, or through an agent selected by it, 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 Certificateholders, rent
      the
      same, or any part thereof, as the related Servicer deems to be in the best
      interest of the related Servicer and the Certificateholders for the period
      prior
      to the sale of such REO Property. Each Servicer shall prepare for and deliver
      to
      the Securities Administrator a statement with respect to each REO Property
      that
      has been rented showing the aggregate rental income received and all expenses
      incurred in connection with the management and maintenance of such REO Property
      at such times as is necessary to enable the Securities Administrator to comply
      with the reporting requirements of the REMIC Provisions. The net monthly rental
      income, if any, from such REO Property shall be deposited in the related
      Custodial Account no later than the close of business on each Determination
      Date. Each Servicer shall perform the tax reporting and withholding related
      to
      foreclosures, abandonments and cancellation of indebtedness income as specified
      by Sections 6050H, 6050J and 6050P of the Code by preparing and filing such
      tax
      and information returns, as may be required.

     

    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the Servicer shall dispose of such Mortgaged Property prior to three years
      after
      its acquisition by the Trust Fund or, at the expense of the Trust Fund, request
      from the Internal Revenue Service more than 60 days prior to the day on which
      such three-year period would otherwise expire, an extension of the three-year
      grace period. The Trustee and the Securities Administrator shall be supplied
      with an Opinion of Counsel (such opinion not to be an expense of the Trustee,
      the Securities Administrator or the Trust Fund) to the effect that the holding
      by the Trust Fund of such Mortgaged Property subsequent to such three-year
      period will not result in the imposition of taxes on “prohibited transactions”
of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI as defined in
      section 860F of the Code or cause either REMIC I, REMIC II, REMIC III, REMIC
      IV,
      REMIC V or REMIC VI to fail to qualify as a REMIC at any time that any
      Certificates are outstanding, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property (subject to any conditions contained in such Opinion
      of
      Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged
      Property acquired by the Trust Fund shall be rented (or allowed to continue
      to
      be rented) or otherwise used for the production of income by or on behalf of
      the
      Trust Fund in such a manner or pursuant to any terms that would (i) cause such
      Mortgaged Property to fail to qualify as “foreclosure property” within the
      meaning of section 860G(a)(8) of the Code or (ii) subject either REMIC I, REMIC
      II, REMIC III, REMIC IV, REMIC V or REMIC VI to the imposition of any federal,
      state or local income taxes on the income earned from such Mortgaged Property
      under section 860G(c) of the Code or otherwise, unless the Servicer has agreed
      to indemnify and hold harmless the Trust Fund with respect to the imposition
      of
      any such taxes.

     

    The
      decision of a Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by such Servicer that the proceeds of such
      foreclosure would exceed the costs and expenses of bringing such a proceeding.
      The income earned from the management of any Mortgaged Properties acquired
      through foreclosure or other judicial proceeding, net of reimbursement to the
      related Servicer for expenses incurred (including any property or other taxes)
      in connection with such management and net of unreimbursed Servicing Fees,
      unreimbursed Master Servicing Fees, unreimbursed Credit Risk Manager Fees,
      Advances, Servicing Advances and any management fee paid or to be paid with
      respect to the management of such Mortgaged Property, shall be applied to the
      payment of principal of, and interest on, the defaulted Mortgage Loans (with
      interest accruing as though such Mortgage Loans were still current) and all
      such
      income shall be deemed, for all purposes in the Agreement, to be payments on
      account of principal and interest on the related Mortgage Notes and shall be
      deposited into the related Custodial Account. To the extent the income received
      during a Prepayment Period is in excess of the amount attributable to amortizing
      principal and accrued interest at the related Mortgage Rate on the related
      Mortgage Loan, such excess shall be considered to be a partial Principal
      Prepayment for all purposes hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the related Servicer as provided above, shall be deposited in the related
      Custodial Account on the next succeeding Determination Date following receipt
      thereof for distribution on the related Distribution Date, except that any
      Excess Liquidation Proceeds shall be retained by the related Servicer as
      additional servicing compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of Liquidation Proceeds or any income from an REO Property,
      shall be applied in the following order of priority: first, to reimburse the
      Servicer for any related unreimbursed Servicing Advances and Servicing Fees,
      pursuant to Section 3.27 or this Section 3.09; second, to reimburse
      the Servicer for any unreimbursed Advances, pursuant to Section 3.27 or
      this Section 3.09; third, to accrued and unpaid interest (to the extent no
      Advance has been made for such amount) on the Mortgage Loan or related REO
      Property, at the Net Mortgage Rate to the first day of the month in which such
      amounts are required to be distributed; and fourth, as a recovery of principal
      of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, each Servicer shall determine the respective aggregate
      amounts of Excess Liquidation Proceeds and Realized Losses, if any, with respect
      to any Mortgage Loan serviced by it for the related Prepayment Period and report
      the same to the Securities Administrator pursuant to Section 3.28.

     

    (c)  No
      Servicer has any intent to foreclose on any Mortgage Loan based on the
      delinquency characteristics as of the Closing Date; provided, however, that
      the
      foregoing does not prevent a Servicer from initiating foreclosure proceedings
      on
      any date hereafter if the facts and circumstances of such Mortgage Loans,
      including delinquency characteristics, in such Servicer’s discretion so warrant
      such action.

     

    Section
      3.10  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, each Servicer shall be entitled
      to
      retain or withdraw from the related Custodial Account out of each payment of
      interest on each Mortgage Loan serviced by it included in the Trust Fund an
      amount equal to the Servicing Fee. In addition, each Servicer shall be entitled
      to recover any unpaid Servicing Fees payable to it out of Liquidation Proceeds,
      Insurance Proceeds or condemnation proceeds related to the Mortgage Loans
      serviced by the Servicer to the extent permitted by
      Section 3.27.

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, Prepayment Interest Excess, if applicable, assumption
      fees, late payment charges, insufficient funds charges and ancillary income
      to
      the extent such fees or charges are received by the related Servicer, all income
      and gain net of any losses realized from Permitted Investments with respect
      to
      funds in or credited to the related Custodial Account shall be retained by
      the
      related Servicer to the extent not required to be deposited in the related
      Custodial Account pursuant to Section 3.27. Each Servicer shall be required
      to pay all expenses incurred by it in connection with its servicing activities
      hereunder (including payment of any premiums for hazard insurance, as required
      by Section 3.05 and maintenance of the other forms of insurance coverage
      required by Section 3.07 and shall not be entitled to reimbursement
      therefor except as specifically provided herein.

     

    Section
      3.11  REO
      Property.

     

    (a)  In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the related Certificateholders. The
      related Servicer shall sell any REO Property as expeditiously as possible and
      in
      accordance with the provisions of this Agreement. Pursuant to its efforts to
      sell such REO Property, the related Servicer shall protect and conserve such
      REO
      Property in the manner and to the extent required herein, in accordance with
      the
      REMIC Provisions.

     

    (b)  Each
      Servicer shall deposit all funds collected and received in connection with
      the
      operation of any REO Property into the related Custodial Account. 

     

    (c)  The
      related Servicer, upon the final disposition of any REO Property, shall be
      entitled to reimbursement for any related unreimbursed Advances, unreimbursed
      Servicing Advances or Servicing Fees from Liquidation Proceeds received in
      connection with the final disposition of such REO Property; provided, that
      any
      such unreimbursed Advances or Servicing Fees as well as any unpaid Servicing
      Fees may be reimbursed or paid, as the case may be, prior to final disposition,
      out of any net rental income or other net amounts derived from such REO
      Property.

     

    Section
      3.12  Liquidation
      Reports.

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the related Servicer shall
      submit a liquidation report to the Trustee containing such information as shall
      be mutually acceptable to it and the Trustee with respect to such Mortgaged
      Property.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  Each
      of
      the Servicers, the Master Servicer and the Securities Administrator shall
      deliver (and shall cause each Subservicer engaged by it to deliver) or otherwise
      make available to the Depositor and the Securities Administrator on or before
      March 15 of each year, commencing in March 2008, an Officer’s Certificate
      stating, as to the signer thereof, that (A) a review of such party’s activities
      during the preceding calendar year or portion thereof and of such party’s
      performance under this Agreement 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 in all material
      respects throughout such year or portion thereof, or, if there has been a
      failure to fulfill any such obligation in any material respect, specifying
      each
      such failure known to such officer and the nature and status
      thereof.

     

    (b)  (i) 
      For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the Servicer to comply timely with this Section 3.13 shall be deemed
      a Servicer Default, without any cure period, and the Master Servicer may, in
      addition to whatever rights the Master Servicer may have under this Agreement
      and at law or in equity or to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the related Servicer
      under this Agreement or under the Servicing Agreement, as applicable, and in
      and
      to the related Mortgage Loans and the proceeds thereof without compensating
      the
      related Servicer for the same. The Master Servicer shall so terminate a Servicer
      by delivery of notice thereof via first class mail, facsimile or electronic
      mail. This paragraph shall supersede any other provision in this Agreement
      or
      any other agreement to the contrary other than the final paragraph of Section
      8.01(a).

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of a Servicer to duly perform its obligations under this Section 3.13 on or
      before March 31 of each such year or failure to cure such default after the
      period of ten (10) Business Days as provided in Section 8.01(a)(ix) shall be
      deemed a Servicer Default as provided for in Section 8.01(a)(ix) or pursuant
      to
      the Servicing Agreement. The Master Servicer may terminate such Servicer by
      delivery of notice thereof via first class mail, facsimile or electronic
      mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicers with its own annual statement of compliance to be submitted
      to the Securities Administrator pursuant to this Section 3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder upon request at the Master
      Servicer’s expense.

     

    (e)  In
      the
      event a Servicer, the Master Servicer or the Securities Administrator is
      terminated or resigns pursuant to the terms of this Agreement, such party shall
      provide an Officer’s Certificate pursuant to this Section 3.13 with respect to
      the period of time it was subject to this Agreement or the Servicing Agreement,
      as applicable, notwithstanding any such termination, assignment or
      resignation.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of
      each
      year, commencing in March 2008,
      each
      Servicer, the Master Servicer and the Securities Administrator, each at its
      own
      expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or
      otherwise make available, and shall cause any Servicing Function Participant
      engaged by it to furnish, which in each case shall not be an expense of the
      Trust Fund, to the Securities Administrator and the Depositor, a report on
      an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year, including, if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and status
      thereof, and (D) a statement that a registered public accounting firm has issued
      an attestation report on such party’s assessment of compliance with the Relevant
      Servicing Criteria for the period consisting of the prior calendar year;
      provided, however, notwithstanding anything herein to the contrary, no
      assessment of compliance will be required with respect to any Subcontractor
      (whether or not such party is a Servicing Function Participant) in any such
      given year in which a Form 10-K is not required to be filed under the Exchange
      Act with respect to the Trust Fund.

     

    (b)  No
      later
      than February 1 of each year, commencing in February 2008, each Servicer and
      the
      Master Servicer shall forward to the Securities Administrator and the Depositor
      the name of each Servicing Function Participant engaged by it (other than a
      Subcontractor for which an assessment of compliance is not required pursuant
      to
      the proviso in the immediately preceding paragraph) and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant (provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and the Securities Administrator are the same entity). When
      the
      Servicers and the Master Servicer (or, to the extent required, any Servicing
      Function Participant engaged by either of them) submit their assessments of
      compliance to the Securities Administrator, such parties will also at such
      time
      include the assessment of compliance (and attestation pursuant to paragraph
      (c)
      below) of each Servicing Function Participant engaged by it. 

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Servicers,
      the Master Servicer, the Securities Administrator and any Servicing Function
      Participant engaged by such parties as to the nature of any material instance
      of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments of compliance,
      taken as a whole, address all of the Servicing Criteria and taken individually
      address the Relevant Servicing Criteria for each party as set forth on Exhibit
      L
      and on any similar exhibit set forth in the Servicing Agreement in respect
      of
      Wells Fargo and notify the Depositor of any exceptions. 

     

    In
      the
      event a Servicing Function Participant is terminated, assigns its rights and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, such party shall provide, or
      cause a Servicing Function Participant engaged by it to provide, to the extent
      required hereunder, a report on assessment of compliance pursuant to this
      Section 3.14 with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be, notwithstanding any
      such
      termination, assignment or resignation.

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicers with its own assessment of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section.

     

    (c)  By
      March
      15 of each year, commencing in March 2008, the Servicers, the Master Servicer
      and the Securities Administrator, each at its own expense, shall cause, and
      shall cause any Servicing Function Participant engaged by such party to cause,
      which in each case shall not be an expense of the Trust Fund, a registered
      public accounting firm (which may also render other services to such Servicing
      Function Participants) and that is a member of the American Institute of
      Certified Public Accountants to furnish 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 PCAOB, it is expressing an opinion as to whether such party’s
      compliance with the Relevant Servicing Criteria was fairly stated in all
      material respects, or it cannot express an overall opinion regarding such
      party’s assessment of compliance with the Relevant Servicing Criteria; however,
      notwithstanding anything herein to the contrary, no Subcontractor (whether
      or
      not such party is a Servicing Function Participant) will be required to deliver
      any attestation report in any such given year in which a Form 10-K is not
      required under the Exchange Act to be filed with respect to the Trust
      Fund.

     

    (d)  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 report on assessment of compliance and attestation
      report from a Servicing Function Participant, the Securities Administrator
      shall
      confirm that each assessment of compliance submitted pursuant to paragraph
      (a)
      above is coupled with an attestation meeting the requirements of this Section
      and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include each such attestation report furnished to it
      by
      the Servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section.

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      obligations under or resigns pursuant to the terms of this Agreement, or any
      other applicable agreement, as the case may be, to the extent required
      hereunder, such party shall cause a registered public accounting firm to provide
      an attestation pursuant to this Section 3.14 or such other agreement with
      respect to the period of time it was subject to this Agreement or such other
      agreement, as the case may be, notwithstanding any such termination, assignment
      or resignation.

     

    (e)  (i) 
      For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of a Servicer to comply timely with this Section 3.14 shall be deemed
      a
      Servicer Default as to such Servicer in accordance with Section 8.01(a)(viii),
      automatically, without notice and without any cure period, and the Master
      Servicer may, in addition to whatever rights the Master Servicer may have under
      this Agreement and at law or in equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      such Servicer under this Agreement and in and to the related Mortgage Loans
      and
      the proceeds thereof without compensating such Servicer for the same. The Master
      Servicer shall so terminate such Servicer by delivery of notice thereof via
      first class mail, facsimile or electronic mail. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the contrary
      other than the final paragraph of Section 8.01(a).

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of a Servicer to perform its obligations under this Section 3.14 on or before
      March 31 of each such year or failure to cure such default after the period
      of
      ten (10) Business Days as provided in Section 8.01(a)(ix) shall be deemed a
      Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer
      may
      terminate the Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail.

     

    (f)  For
      the
      avoidance of doubt, it is understood that the assessments of compliance,
      attestation reports and other information required to be provided under this
      Section 3.14 shall be based on the activities of the applicable party that
      it
      performs with respect to asset-backed securities transactions taken as a whole
      involving such party that are backed by the same asset type as the Mortgage
      Loans. 

     

    Section
      3.15  Books
      and Records.

     

    Each
      Servicer shall be responsible for maintaining, and shall maintain, a complete
      set of books and records for the related Mortgage Loans which shall be
      appropriately identified in the Servicer’s computer system to clearly reflect
      the ownership of such Mortgage Loans by the Trust. In particular, each Servicer
      shall maintain in its possession, available for inspection by the Trustee and
      the Master Servicer and shall deliver to the Trustee or the Master Servicer
      upon
      reasonable prior request and during normal business hours, evidence of
      compliance in all material respects with all federal, state and local laws,
      rules and regulations. To the extent that original documents are not required
      for purposes of realization of Liquidation Proceeds or Insurance Proceeds,
      documents maintained by the related Servicer may be in the form of microfilm
      or
      microfiche or such other reliable means of recreating original documents,
      including, but not limited to, optical imagery techniques so long as the
      Servicer complies with the requirements of Accepted Servicing
      Practices.

     

    Each
      Servicer shall maintain with respect to each Mortgage Loan serviced by it and
      shall upon reasonable prior request and during normal business hours make
      available for inspection by the Trustee and the Master Servicer the related
      servicing file during the time such Mortgage Loan is subject to this Agreement
      and thereafter in accordance with applicable law.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish the Servicer with any powers of attorney and other
      documents prepared and submitted by the Servicers to the Trustee in a form
      agreeable to the Trustee and necessary or appropriate to enable the Servicers
      to
      service and administer the related Mortgage Loans and REO
      Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee; provided, however, that, unless otherwise required by law,
      the
      Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

    The
      Trustee shall execute and deliver as directed in writing by a Servicer any
      court
      pleadings, requests for trustee’s sale or other documents necessary or desirable
      to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property;
      (ii) any legal action brought to obtain judgment against any Mortgagor on the
      Mortgage Note; (iii) obtain a deficiency judgment against the Mortgagor; or
      (iv)
      enforce any other rights or remedies provided by the Mortgage Note or otherwise
      available at law or equity.

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicers or the Master Servicer with respect to such treatment.
      In
      particular, the Trustee shall not (a) knowingly sell or permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

    (a)  The
      Servicers, the Master Servicer and the Securities Administrator shall and shall
      cause any Subservicer and Subcontractor engaged by such party to provide to
      the
      Certifying Person, by March 15 of each year in which the Trust Fund is subject
      to the reporting requirements of the Exchange Act, a certification (each, a
      “Back-Up
      Certification”),
      in
      substantially the form attached hereto as Exhibit
      M,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying Person”. Such
      officer of the Certifying Person can be contacted by e-mail at or
      by
      facsimile at (410) 715-2380. In the event a Servicer, the Master Servicer or
      the
      Securities Administrator, or any Servicing Function Participant engaged by
      such
      party, is terminated or resigns pursuant to the terms of this Agreement, or
      any
      other applicable agreement, as the case may be, such party shall provide, to
      the
      extent required hereunder, a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.18 with respect to the period of time it was subject
      to this Agreement or any other applicable agreement, as the case may
      be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section, the
      Servicing Agreement or the Custodial Agreement; provided, however, in the event
      the Master Servicer shall not be required to execute a Sarbanes-Oxley
      Certification pursuant to clause (ii), the Master Servicer shall prepare such
      Sarbanes-Oxley Certification and deliver it to the Depositor for
      execution.

     

    (b)  Each
      Servicer shall provide (or shall cause each Subservicer or Subcontractor engaged
      by it to provide) to the Master Servicer, the Securities Administrator and
      the
      Depositor prompt notice and a description of the occurrence of any of the
      following: 

     

    (i)  any
      Servicer Default under the terms of this Agreement, any merger, consolidation
      or
      sale of substantially all of the assets of such Servicer, such Servicer’s
      engagement of any Subservicer to perform or assist in the performance of any
      of
      such Servicer’s obligations under this Agreement, any material litigation or
      governmental proceedings involving such Servicer (or its Subservicer or
      Subcontractor, as applicable) that is material to any REMIC III
      Certificateholder, Class X Certificateholder or Class P Certificateholder and
      any affiliation or other significant relationship between such Servicer (or
      its
      Subservicer or Subcontractor, as applicable) and any other Transaction Parties
      and First NLC Financial Services of a type required to be reported under Item
      1119 of Regulation AB.

     

    (ii)  the
      appointment of a Subservicer or a Successor Servicer by a Servicer or its
      designee; provided, such notice and description required under this clause
      (ii)
      shall be delivered at least fifteen (15) calendar days prior to the effective
      date of such event and shall be in writing and in form and substance reasonably
      satisfactory to the Sponsor, Depositor, Master Servicer and Securities
      Administrator in order to comply with the Depositor’s reporting obligations
      under Item 6.02 of Form 8-K. Each of the Master Servicer, the Securities
      Administrator and the Depositor hereby acknowledge that Popular Mortgage
      Servicing Inc. is the initial Subservicer for each of the Equity One Mortgage
      Loans.

     

    (iii)  If
      a
      Servicer or any Servicing Function Participant engaged by such Servicer has
      knowledge of the occurrence during a particular due period of any of the events
      described in this clause (iii), then no later than ten days prior to the
      deadline for the filing the next Distribution Report on Form 10-D to be filed
      in
      respect of the Trust Fund with respect to such Due Period, such Servicer shall
      provide (or cause such Subservicer to provide) to the Master Servicer and
      Securities Administrator notice of the occurrence of any of the following events
      along with all information, data, and materials related thereto as may be
      required to be included in such Distribution Report on Form 10-D (as specified
      in the provisions of Regulation AB referenced below):

     

    (A)  any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have cumulatively
      become material over time (Item 1121(a)(11) of Regulation AB);

     

    (B)  material
      breaches of pool asset representations or warranties or transaction covenants
      of
      such Servicer (Item 1121(a)(12) of Regulation AB); and

     

    (C)  information
      regarding any material pool asset changes (such as additions, substitutions
      or
      repurchases).

     

    (c)  Each
      Servicer shall provide to the Master Servicer and the Securities Administrator
      such additional information as the Master Servicer may reasonably request,
      including evidence of the authorization of the person signing any certification
      or statement, financial information and reports on behalf of such Servicer,
      and
      of the fidelity bond and errors and omissions insurance policy required to
      be
      maintained by such Servicer pursuant to this Agreement, and such other
      information related to the performance by such Servicer or any Servicing
      Function Participant engaged by such Servicer of its obligations hereunder
      or
      other applicable agreement.

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the related Servicer of a notification that payment in full has been escrowed
      in
      a manner customary for such purposes for payment to Certificateholders on the
      next Distribution Date, the related Servicer will (or if such Servicer does
      not,
      the Master Servicer may) promptly furnish to the Trustee and the Custodian,
      on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by an Authorized Servicer
      Representative or in a mutually agreeable electronic format which will, in
      lieu
      of a signature on its face, originate from an Authorized Servicer Representative
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the related Custodial Account pursuant to Article V have been or will be so
      deposited) and shall request that the Custodian, on behalf of the Trustee,
      deliver to the related Servicer the related Mortgage File. Within three (3)
      Business Days of receipt of such certification and request, the Custodian,
      on
      behalf of the Trustee, shall release the related Mortgage File to the related
      Servicer and the Trustee and the Custodian shall have no further responsibility
      with regard to such Mortgage File. Upon any such payment in full, the related
      Servicer is authorized, to give, as agent for the Trustee, as the mortgagee
      under the Mortgage that secured the related Mortgage Loan, an instrument of
      satisfaction (or assignment of mortgage without recourse) regarding the
      Mortgaged Property subject to the Mortgage, which instrument of satisfaction
      or
      assignment, as the case may be, shall be delivered to the Person or Persons
      entitled thereto against receipt therefor of such payment, it being understood
      and agreed that no expenses incurred in connection with such instrument of
      satisfaction or assignment, as the case may be, shall be chargeable to the
      related Custodial Account unless determined to be a Servicing
      Advance.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with this Agreement or the Servicing Agreement, as applicable,
      the Trustee shall execute such documents as shall be prepared and furnished
      to
      the Trustee by the related Servicer (in form reasonably acceptable to the
      Trustee) and as are necessary to the prosecution of any such proceedings. The
      Custodian, on behalf of the Trustee, shall, within three (3) Business Days
      following written request of the related Servicer, and delivery to the
      Custodian, on behalf of the Trustee, of two copies of a request for release
      signed by an Authorized Servicer Representative substantially in the form
      attached to the Custodial Agreement (or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from an
      Authorized Servicer Representative), release the related Mortgage File held
      in
      its possession or control to the related Servicer. Such request for release
      shall obligate the related Servicer to return the Mortgage File to the Custodian
      on behalf of the Trustee, when the need therefor by such Person no longer exists
      unless the related Mortgage Loan shall be liquidated, in which case, upon
      receipt of a certificate of an Authorized Servicer Representative similar to
      that hereinabove specified, the Mortgage File shall be released by the
      Custodian, on behalf of the Trustee, to the Servicer.

     

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

     

    (a)
       Each
      Servicer (to the extent required by this Agreement) shall transmit to the
      Trustee or the Custodian such documents and instruments coming into its
      possession from time to time as are required by the terms hereof to be delivered
      to the Trustee or the Custodian. Any funds received by a
      Servicer
      in
      respect of any Mortgage Loan or which otherwise are collected by such Servicer
      as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
      shall be held for the benefit of the Trustee and the Certificateholders subject
      to the right of such Servicer to retain its Servicing Fee and other amounts
      as
      provided in this Agreement.

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

    Each
      Servicer shall retain possession and custody of the originals (to the extent
      available) of any Insurance Policies, or certificate of insurance if applicable,
      and any certificates of renewal as to the foregoing as may be issued from time
      to time that comes into its possession, as contemplated by this Agreement.
      Until
      all amounts distributable in respect of the Certificates have been distributed
      in full, the Trustee (or the Custodian, as directed by the Trustee) shall retain
      possession and custody of each Mortgage File in accordance with and subject
      to
      the terms and conditions of this Agreement.

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  UCC.

     

    The
      Sponsor agrees to execute and file continuation statements for any Uniform
      Commercial Code financing statements which the Sponsor has informed the Trustee
      were filed on the Closing Date in connection with the Trust. The Sponsor shall
      file any financing statements or amendments and continuation statements thereto
      required by any change in the Uniform Commercial Code.

     

    Section
      3.24  Optional
      Purchase of Defaulted Mortgage Loans; Optional Purchase of Certain Mortgage
      Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust at a price equal to the
      Purchase Price. The Purchase Price shall be remitted to the related Servicer
      for
      deposit in the related Custodial Account and remitted by the related Servicer
      to
      the Securities Administrator on the Remittance Date in the month immediately
      following the month in which the Purchase Price was deposited in the related
      Custodial Account.

     

    In
      addition, the Sponsor may, at its option, purchase any Mortgage Loan from the
      trust if the first Scheduled Payment due for such Mortgage Loan is on or
      subsequent to the Cut-off Date and such first Scheduled Payment is not made
      within thirty (30) days of the related Due Date. 

     

    If
      at any
      time the Sponsor remits to the related Servicer a payment for deposit in the
      related Custodial Account covering the amount of the Purchase Price for such
      a
      Mortgage Loan and such Servicer delivers an Officer’s Certificate to the Trustee
      certifying that the Purchase Price has been deposited in the related Custodial
      Account, the Trustee shall execute the assignment of such Mortgage Loan at
      the
      request of the Sponsor without recourse to the Sponsor which shall succeed
      to
      all the Trustee’s, right, title and interest in and to such Mortgage Loan, and
      all security and documents relative thereto. Such assignment shall be an
      assignment outright and not for security. The Sponsor will thereupon own such
      Mortgage, and all such security and documents, free of any further obligation
      to
      the Trustee or the Certificateholders with respect thereto. The Sponsor shall
      be
      responsible for any transfer costs incurred with respect to a Mortgage Loan
      purchased pursuant to this Section 3.24.

     

    If
      the
      Sponsor repurchases a Mortgage Loan pursuant to this Section 3.24, the related
      Servicer shall continue to service such Mortgage Loan unless the Sponsor shall
      repurchase the servicing rights thereon on terms mutually agreed to by the
      Sponsor and the related Servicer. Notwithstanding the foregoing, the Master
      Servicer shall have no obligation to master service any Mortgage Loan that
      has
      been so repurchased.

     

    Section
      3.25  [Reserved].

     

    Section
      3.26  Collection
      of Mortgage Loan Payments; Custodial Accounts.

     

    (a)  Each
      Servicer shall make reasonable efforts in accordance with Accepted Servicing
      Practices to collect all payments called for under the terms and provisions
      of
      the related Mortgage Loans to the extent such procedures shall be consistent
      with this Agreement and the terms and provisions of any related Required
      Insurance Policy. Consistent with the foregoing, each Servicer may in its
      discretion (i) waive any late payment charge and (ii) extend the due dates
      for
      payments due on a Mortgage Note for a Mortgage Loan serviced by it for a period
      not greater than 180 days; provided, however no such extension shall be
      materially adverse to the Certificateholders as reasonably determined by the
      related Servicer. In the event of any such arrangement, the related Servicer
      shall make Advances on the related Mortgage Loan during the scheduled period
      in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements, and shall be entitled
      to
      reimbursement therefor in accordance with Section 5.01. No Servicer shall
      be required to institute or join in litigation with respect to collection of
      any
      payment (whether under a Mortgage, Mortgage Note or otherwise or against any
      public or governmental authority with respect to a taking or condemnation)
      if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which such payment is required is prohibited by
      applicable law. In addition, if (x) a Mortgage Loan is in default or default
      is
      imminent or (y) the related Servicer delivers to the Trustee and the Securities
      Administrator a REMIC Opinion, the related Servicer may, (A) amend the related
      Mortgage Note to reduce the Mortgage Rate applicable thereto and (B) amend
      any
      Mortgage Note for a Mortgage Loan to extend the maturity thereof.

     

    (b)  Each
      Servicer shall establish and maintain a segregated Custodial Account (which
      shall at all times be an Eligible Account) with a depository institution in
      the
      name of the Servicer for the benefit of the Trustee on behalf of the
      Certificateholders and designated “HSBC Bank USA, National Association, as
      trustee for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2007-3.” On behalf of the Trust Fund, each Servicer shall
      deposit or cause to be deposited in the clearing account in which it customarily
      deposits payments and collection on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis and in no event more than
      one Business Day after such Servicer’s receipt thereof, and shall thereafter
      deposit in the related Custodial Account, in no event more than two Business
      Days after such Servicer’s receipt thereof, except as otherwise specifically
      provided herein, the following payments and collections remitted by subservicers
      or received by it in respect of the Mortgage Loans subsequent to the Cut-off
      Date (other than in respect of principal and interest due on the Mortgage Loans
      on or before the Cut-off Date) and the following amounts required to be
      deposited hereunder:

     

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

     

    (ii)  all
      payments on account of interest on the Mortgage Loans net of the Servicing
      Fee
      permitted under Section 3.10;

     

    (iii)  all
      Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
      to the Mortgage Loans, other than proceeds to be applied to the restoration
      or
      repair of the related Mortgaged Properties or released to the Mortgagor in
      accordance with the Servicer’s normal servicing procedures;

     

    (iv)  any
      amount required to be deposited by the related Servicer pursuant to
      Section 3.26(c) in connection with any losses on Permitted
      Investments;

     

    (v)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 3.05;

     

    (vi)  any
      amounts required to be deposited by the related Servicer pursuant to
      Section 5.02;

     

    (vii)  any
      amounts paid by an Advance Financing Person in respect of Advances or Servicing
      Advances;

     

    (viii)  any
      Prepayment Charges collected by the related Servicer in connection with the
      Principal Prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amounts;

     

    (ix)  the
      Purchase Price with respect to any Mortgage Loans serviced by the related
      Servicer and purchased by the Sponsor pursuant to Section 2.02 or 2.03, any
      amounts which are to be treated pursuant to Section 2.04 of this Agreement
      as the payment of such a Purchase Price and the Purchase Price with respect
      to
      any Mortgage Loans serviced by the related Servicer and purchased by the Sponsor
      pursuant to Section 3.24; and

     

    (x)  any
      other
      amounts required to be deposited hereunder.

     

    The
      foregoing requirements for deposit by the related Servicer into the related
      Custodial Account shall be exclusive, it being understood and agreed that,
      without limiting the generality of the foregoing, payments in the nature of
      late
      payment charges or assumption fees, if collected, and, with respect to Ocwen
      or
      Equity One, any Prepayment Interest Excess need not be deposited by the related
      Servicer. In the event that a Servicer shall deposit any amount not required
      to
      be deposited and not otherwise subject to withdrawal pursuant to
      Section 3.27, it may at any time withdraw or direct the institution
      maintaining the related Custodial Account, to withdraw such amount from the
      related Custodial Account, any provision herein to the contrary notwithstanding.
      Such withdrawal or direction may be accomplished by delivering written notice
      thereof to the institution maintaining the related Custodial Account, that
      describes the amounts deposited in error in such Custodial Account. Each
      Servicer shall maintain adequate records with respect to all withdrawals from
      its Custodial Account made pursuant to this Section. All funds deposited in
      the
      Custodial Accounts shall be held in trust for the Certificateholders until
      withdrawn in accordance with Section 3.27.

     

    (c)  The
      institution that maintains a Custodial Account, or other authorized entity
      shall
      invest the funds in such Custodial Account, in the manner directed by the
      related Servicer, in Permitted Investments which shall mature not later than
      the
      next succeeding Remittance Date and shall not be sold or disposed of prior
      to
      its maturity. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders. All income and gain net
      of
      any losses realized from any such investment shall be for the benefit of the
      related Servicer as servicing compensation and shall be remitted to it monthly
      as provided herein. The amount of any net losses (after application of all
      income and gains) incurred in the related Servicer’s Custodial Account in
      respect of any such investments shall be deposited by the related Servicer into
      such Custodial Account immediately as realized, out of its own
      funds.

     

    (d)  Each
      Servicer shall give at least thirty (30) days’ advance notice to the Trustee,
      the Securities Administrator, the Master Servicer the Sponsor, each Rating
      Agency and the Depositor of any proposed change of location of the related
      Custodial Account prior to any change thereof.

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Accounts.

     

    (a)  Each
      Servicer may from time to time make withdrawals from the related Custodial
      Account for the following purposes:

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by it), as servicing
      compensation in accordance with Section 3.10, that portion of any payment
      of interest that equals the Servicing Fee for the period with respect to which
      such interest payment was made, and, as additional servicing compensation,
      those
      other amounts set forth in Section 3.10;

     

    (ii)  to
      reimburse itself or an Advance Financing Person for (A) any unreimbursed
      Advances to the extent of amounts received which represent late recoveries
      of
      payments of principal and/or interest (net of the related Servicing Fees),
      Liquidation Proceeds and Insurance Proceeds on the related Mortgage Loans with
      respect to which such Advances were made in accordance with the provisions
      of
      Section 5.01; and (B) any unreimbursed Advances with respect to the final
      liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to
      the
      extent that late recoveries of payments of principal and/or interest,
      Liquidation Proceeds and Insurance Proceeds received with respect to such
      Mortgage Loan are insufficient to reimburse such Servicer or an Advance
      Financing Person for such unreimbursed Advances or (C) subject to
      Section 3.27(b), any unreimbursed Advances to the extent of Amounts Held
      For Future Distribution funds held in the related Custodial Account relating
      to
      the Mortgage Loans that were not included in the Available Distribution Amount
      for the preceding Distribution Date;

     

    (iii)  to
      reimburse itself or an Advance Financing Person for any Nonrecoverable
      Advances;

     

    (iv)  to
      reimburse itself from Insurance Proceeds for Insured Expenses covered by the
      related Insurance Policy;

     

    (v)  to
      pay
      itself any unpaid Servicing Fees, including any unpaid Servicing Fees to the
      extent not recoverable from Liquidation Proceeds, Insurance Proceeds or other
      amounts received with respect to any Liquidated Loan, and to reimburse itself
      or
      any Advance Financing Person for any unreimbursed Servicing Advances, provided,
      however, that the related Servicer’s or such Advance Financing Person’s right to
      reimbursement for Servicing Advances pursuant to this subclause (v) with respect
      to any Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

    (vi)  to
      pay to
      the Sponsor or the Depositor with respect to each Mortgage Loan or property
      acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.24, all amounts received thereon and not taken into
      account in determining the related Stated Principal Balance of such repurchased
      Mortgage Loan;

     

    (vii)  to
      pay
      any expenses reimbursable pursuant to Section 7.04;

     

    (viii)  to
      withdraw any amount deposited in the related Custodial Account and not required
      to be deposited therein; 

     

    (ix)  to
      transfer such funds to a different Custodial Account as permitted by Section
      3.26; 

     

    (x)  to
      reimburse the related Servicer for any unreimbursed Advances and Servicing
      Advances to the extent of funds held in its Collection Account for future
      distribution that were not included in the Interest Remittance Amount and the
      Principal Remittance Amount for the preceding Distribution Date (provided that
      such amounts must be deposited into the related Collection Account prior to
      the
      next Remittance Date on which such amounts are to be included in the Interest
      Remittance Amount and the Principal Remittance Amount for the related
      Distribution Date; and

     

    (xi)  to
      clear
      and terminate the related Custodial Account upon termination of this Agreement
      pursuant to Section 10.01 hereof.

     

    In
      addition, no later than 3:00 p.m. Eastern time on the Remittance Date, each
      Servicer shall withdraw from the related Custodial Account and remit to the
      Securities Administrator (a) all amounts deposited in such Custodial Account
      as
      of the close of business on the last day of the related Due Period (net of
      charges against or withdrawals from such Custodial Account pursuant to this
      Section 3.27(a)), plus (b) all Advances, if any, which such Servicer is
      obligated to make pursuant to Section 5.01, minus (c) any amounts
      attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds
      or condemnation proceeds received after the applicable Prepayment Period, which
      amounts shall be remitted on the following Remittance Date, together with any
      Compensating Interest required to be deposited in the related Custodial Account
      in connection with such Principal Prepayment in accordance with
      Section 5.02, and minus (d) any amounts attributable to Scheduled Payments
      collected but due on a Due Date or Due Dates subsequent to the first day of
      the
      month in which such Remittance Date occurs, which amounts shall be remitted
      on
      the Remittance Date next succeeding the Due Date related to such Scheduled
      Payment.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Business Day on which such payment was due, the Securities Administrator shall
      send written notice thereof to the related Servicer. The related Servicer shall
      pay to the Securities Administrator interest on any such late payment by such
      Servicer at an annual rate equal to Prime Rate (as defined in The Wall Street
      Journal) plus one percentage point, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall be paid by the related
      Servicer to the Securities Administrator on the date such late payment is made
      and shall cover the period commencing with the day following the Business Day
      on
      which such payment was due and ending with the Business Day on which such
      payment is made, both inclusive. The payment by a Servicer of any such interest,
      or the failure of the Securities Administrator to notify such Servicer of such
      interest, shall not be deemed an extension of time for payment or a waiver
      of
      any Servicer Default by such Servicer.

     

    Each
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      related Custodial Account pursuant to subclauses (i), (ii), (iv), (v) and (vi)
      above. Prior to making any withdrawal from the related Custodial Account
      pursuant to subclause (iii), the related Servicer shall deliver to the Master
      Servicer an Officer’s Certificate of an Authorized Servicer Representative
      indicating the amount of any previous Advance or Servicing Advance determined
      by
      such Servicer to be a Nonrecoverable Advance and identifying the related
      Mortgage Loan(s), and their respective portions of such Nonrecoverable
      Advance.

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by a Servicer
      as permitted in Section 3.27(a)(ii) in reimbursement of Advances previously
      made by such Servicer shall be appropriately reflected in such Servicer’s
      records and replaced by such Servicer by deposit in the related Custodial
      Account, no later than the close of business on the Remittance Date immediately
      following the Due Period or Prepayment Period for which such amounts relate.
      The
      Securities Administrator will notify the related Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by the related Servicer to the
      Securities Administrator on such date is less than the Advances required to
      be
      made by the related Servicer for the related Distribution Date.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    Not
      later
      than 3:00 p.m. Eastern time on the eighteenth (18th) calendar day of each month
      (or if such eighteenth calendar day is not a Business Day, the immediately
      following Business Day), each Servicer shall furnish to the Master Servicer
      (i)
      (a) monthly loan data in a mutually agreed-upon format, (b) default loan data
      in
      the format set forth in Exhibit X-1 hereto (or in such other format mutually
      agreed-upon between the related Servicer and the Master Servicer) and (c)
      information regarding realized losses and gains in the format set forth in
      Exhibit X-2 hereto (or in such other format mutually agreed between the related
      Servicer and the Master Servicer), in each case relating to the period ending
      on
      the last day of the preceding calendar month, (ii) all such information
      reasonably required pursuant to clause (i)(a) above on a magnetic tape,
      electronic mail, or other similar media reasonably acceptable to the Master
      Servicer and (iii) all supporting documentation with respect to the information
      required pursuant to clause (i)(c) above.

     

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

     

    To
      the
      extent required by the Mortgage Note related to a Mortgage Loan, each Servicer
      shall establish and maintain one or more accounts (each, an “Escrow Account”)
      and deposit, promptly upon receipt, and retain therein all collections from
      the
      Mortgagors (or Servicing Advances made by the related Servicer) for the payment
      of taxes, assessments, hazard insurance premiums or comparable items for the
      account of the Mortgagors. Nothing herein shall require a Servicer to compel
      a
      Mortgagor to establish an Escrow Account in violation of applicable
      law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the related Servicer
      out
      of related collections for any payments made with respect to each Mortgage
      Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and
      insurance premiums) and Section 3.05 (with respect to hazard insurance), to
      refund to any Mortgagors any sums as may be determined to be overages, to pay
      interest, if required by law or the terms of the related Mortgage or Mortgage
      Note, to such Mortgagors on balances in the Escrow Account, to remove amounts
      deposited in error or to clear and terminate the Escrow Account at the
      termination of this Agreement in accordance with Section 10.01 thereof. The
      Escrow Account shall not be a part of the Trust Fund.

     

    Section
      3.30  Adjustments
      to Mortgage Rate and Scheduled Payment.

     

    On
      each
      applicable Adjustment Date, the Mortgage Rate with respect to each adjustable
      rate Mortgage Loan shall be adjusted, in compliance with the requirements of
      the
      related Mortgage and Mortgage Note, to equal the sum of the Index plus the
      Gross
      Margin (rounded in accordance with the related Mortgage Note) subject to the
      applicable Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum
      Mortgage Interest Rate, as set forth in the Mortgage Note. Each Servicer shall
      execute and deliver the notices required by each Mortgage and Mortgage Note
      related to a Mortgage Loan serviced by such Servicer, applicable laws and
      regulations regarding interest rate adjustments. Each Servicer shall also
      provide timely notification to the Master Servicer of all applicable data and
      information regarding such interest rate adjustments and such Servicer’s methods
      of implementing such interest rate adjustments. Upon the discovery by a Servicer
      or the Master Servicer that a Servicer has failed to adjust a Mortgage Rate
      or a
      Scheduled Payment pursuant to the terms of the related Mortgage Note and
      Mortgage, such Servicer shall immediately deposit in the related Custodial
      Account from its own funds the amount of any interest loss caused thereby
      without reimbursement therefor.

     

    (a)  In
      addition, each month Ocwen shall provide to the Depositor, or the Depositor’s
      designee, loan-level performance data of each Ocwen Mortgage Loan listed on
      the
      Mortgage Loan Schedule. For purposes of this subsection, loan level performance
      data shall be limited to the following: (i) date (as of end of the month);
      (ii)
      loan identification number; (iii) current interest rate; (iv) actual beginning
      principal balance; (v) actual ending principal balance; (vi) scheduled principal
      and interest; (vii) scheduled principal; (viii) actual principal collected
      account; (ix) actual gross interest collected amount; (x) next payment due
      date;
      (xi) loan modification flag (Y/N); (xii) in foreclosure (Y/N); (xiii) in REO
      (Y/N); (xiv) bankruptcy type (7, 11, 13 or blank); (xv) post-petition due date
      (for bankruptcy chapter 13 loans only); (xvi) paid-in-full date; (xvii)
      paid-in-full principal; (xviii) prepay penalty collected amount; (xix)
      foreclosure completed date; (xx) liquidation date; (xxi) liquidation type (REO
      sale, short sale, third party sale, write off, other); (xxii) loss amount before
      any mortgage insurance claim; (xxiii) mortgage insurance company name; (xxiv)
      mortgage insurance claim received amount.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders, the Distribution Account
      as
      a segregated non-interest bearing trust account or accounts. The Securities
      Administrator will deposit in the Distribution Account as identified by the
      Securities Administrator and as received by the Securities Administrator, the
      following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the Mortgage Loans withdrawn by the
      Servicers from the Custodial Account and remitted by the Servicers to the
      Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans (including any Servicer Prepayment
      Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in a Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      or
      Section 2.02 or 2.03, any amounts which are to be treated pursuant to
      Section 2.04 of this Agreement as the payment of such a Purchase Price, the
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      pursuant to Section 3.24, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto repurchased by the Master Servicer
      pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the Distribution Account pursuant to this
      Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption,
      tax service, statement account or payoff, substitution, satisfaction, release
      and other like fees and charges, need not be credited by the Securities
      Administrator to the Distribution Account.

     

    (c)  The
      amount at any time credited to the Distribution Account may be invested by
      the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in the Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from the Distribution Account pursuant to this
      Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the Master Servicer as Successor Servicer or a Servicer for any
      Advance or Servicing Advance of its own funds, the right of the Master Servicer
      as Successor Servicer or a Servicer to reimbursement pursuant to this subclause
      (ii) being limited to amounts received on a particular Mortgage Loan (including,
      for this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and condemnation proceeds) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance or Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or a Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer as Successor Servicer or such Servicer in good faith
      in
      connection with the restoration of the related Mortgaged Property which was
      damaged by an uninsured cause or in connection with the liquidation of such
      Mortgage Loan;

     

    (iv)  to
      reimburse the Master Servicer as Successor Servicer or a Servicer from Insurance
      Proceeds relating to a particular Mortgage Loan for insured expenses incurred
      with respect to such Mortgage Loan and to reimburse the Master Servicer as
      Successor Servicer or such Servicer from Liquidation Proceeds from a particular
      Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage
      Loan;

     

    (v)  to
      reimburse the Master Servicer as Successor Servicer or such Servicer for
      advances of funds pursuant to this Agreement, and the right to reimbursement
      pursuant to this subclause being limited to amounts received on the related
      Mortgage Loan (including, for this purpose, the Purchase Price therefor,
      Insurance Proceeds, Liquidation Proceeds and condemnation proceeds) which
      represent late recoveries of the payments for which such advances were
      made;

     

    (vi)  to
      reimburse the Master Servicer as Successor Servicer or such Servicer for any
      Advance or advance, after a Realized Loss has been allocated with respect to
      the
      related Mortgage Loan if the Advance or advance has not been reimbursed pursuant
      to clauses (ii) and (v);

     

    (vii)  [reserved];

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by a Servicer;

     

    (x)  to
      reimburse or pay a Servicer any such amounts as are due thereto under this
      Agreement and have not been retained by or paid to such Servicer, to the extent
      provided herein or therein;

     

    (xi)  to
      reimburse the Trustee for expenses incurred in the transfer of servicing
      responsibilities of a terminated Servicer after the occurrence and continuance
      of a Servicer Default to the extent not paid by the terminated
      Servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

    (xv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 10.01.

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Account pursuant to subclauses (ii) through
      (v), inclusive, and (vii) or with respect to any such amounts which would have
      been covered by such subclauses had the amounts not been retained by the
      Securities Administrator without being deposited in the Distribution Account
      under Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount, to the extent of funds on deposit in the Distribution
      Account to the holders of the Certificates in accordance with
      Section 5.04.

     

    Section
      3.33  Credit
      Risk Management Services and Reports; Reliability of Data.

     

    (a)  The
      Depositor hereby appoints Wells Fargo Bank, National Association as Credit
      Risk
      Manager. The Credit Risk Manager shall perform certain services related to
      servicer review and oversight, monitoring and reporting of various Mortgage
      Loans and the related Servicer’s performance, preparation of Mortgage Loan and
      REO Property payment, delinquency and loss information, reconciliation of
      Prepayment Charge collections by such Servicer and monitoring information
      related to insurance claims and foreclosures. If the Credit Risk Manager is
      not
      also acting as the Master Servicer, each Servicer shall furnish to the Credit
      Risk Manager a copy of all reports required to be provided by the Servicers
      to
      the Master Servicer pursuant to Section 3.28, which reports shall be provided
      in
      electronic format. No later than the end of each calendar month, the Credit
      Risk
      Manager shall prepare and make available certain reports containing various
      performance, payment, delinquency and loss information and information related
      to insurance claims and foreclosures. Such reports shall be made available
      through the facilities of Wells Fargo’s corporate trust services website,
      currently located at www.CTSLink.com,
      and
      shall be in a format and contain such content as is mutually agreed upon by
      the
      Sponsor and the Credit Risk Manager. None of the Trustee, the Securities
      Administrator, the Servicers or the Master Servicer shall have any obligation
      to
      review such reports or otherwise monitor or supervise the activities of the
      Credit Risk Manager.

     

    (b)  The
      Transaction Parties acknowledge and agree that the reports that are compiled
      and
      prepared by the Credit Risk Manager are based on information provided to the
      Credit Risk Manager by the Servicers, the Master Servicer and from various
      unaffiliated third parties, including other Persons involved in the servicing
      and administration of the related Mortgage Loans or related REO Properties.
      The
      Credit Risk Manager makes no representation or warranty as to the accuracy
      or
      completeness of any such information or data, and the Credit Risk Manager shall
      not be responsible for any misstatements, omissions, errors, or inaccuracies
      in
      any such reports or information resulting from any misstatements, omissions,
      errors, or inaccuracies in any information or data provided by third
      parties.

     

    Section
      3.34  Intellectual
      Property and Confidentiality.

     

    The
      Transaction Parties acknowledge and agree that the Credit Risk Manager’s
      services hereunder involve the use of various data, information, templates,
      processes, ideas, inventions, technology, software, algorithms, mathematical
      models, analytical tools, evaluative processes, parameters, measurements,
      methods, know-how, techniques, business practices, functionalities, ideas and
      concepts developed or utilized by the Credit Risk Manager or its affiliates
      in
      connection with the Credit Risk Manager’s performance of the credit risk
      management services and various other services (collectively, “Wells
      Fargo Intellectual Property”),
      and
      that all such Wells Fargo Intellectual Property is the sole and exclusive
      property of the Credit Risk Manager and its Affiliates and that no license
      for
      use of such Wells Fargo Intellectual Property is granted hereby or can be
      implied by the terms of this Agreement or the activities of the parties
      hereunder. The Transaction Parties covenant and agree to preserve the
      confidentiality of such Wells Fargo Intellectual Property, and further covenant
      and agree that neither the Transaction Parties nor any of their affiliates,
      directors, officers, employees, agents or representatives, including their
      outside counsel, auditors and advisors, respectively, shall use (or otherwise
      appropriate in any respect) any such Wells Fargo Intellectual Property or
      disclose, publicize, transfer, or otherwise compromise the value of any such
      Wells Fargo Intellectual Property, unless such Transaction Party is required
      by
      law or court order to disclose all or any part of the Wells Fargo Intellectual
      Property or except to another Transaction Party.

     

    Section
      3.35  Limitation
      Upon Liability of Credit Risk Manager; Indemnification.

     

    Neither
      the Credit Risk Manager nor any of the directors, officers, employees, or agents
      of the Credit Risk Manager shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement in reliance
      upon information provided by the Servicers, the Master Servicer or any
      Transaction Party or of errors in judgment; provided, however, that this
      provision shall not protect the Credit Risk Manager or any such person against
      any breach of representations or warranties made herein, failure to perform
      its
      obligations hereunder, or any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith, or gross negligence of the Credit
      Risk
      Manager in the performance of its duties hereunder or by reason of a breach
      of
      its obligations and duties under this Agreement. The Credit Risk Manager and
      any
      officer, employee or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder. Subject to the terms of this
      Agreement, the Credit Risk Manager shall be under no obligation to appear in,
      prosecute, or defend any legal action which, in its reasonable opinion, may
      involve it in any expense or liability; provided, however, that the Credit
      Risk
      Manager may with the consent of the applicable Transaction Party, and at such
      Transaction Party’s expense, undertake any such action that it may deem
      necessary or desirable in respect to this Agreement and the rights, duties,
      and
      the interests of the parties hereto. 

     

    The
      Credit Risk Manager shall be indemnified by the Trust Fund and held harmless
      thereby against any loss, liability or expense (including reasonable legal
      fees
      and disbursements of counsel) incurred on its part that may be sustained in
      connection with, arising out of, or relating to this Agreement or any action
      taken or not taken by it under this Agreement unless such claims, liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses or disbursements were imposed on, incurred by or asserted against
      the
      Credit Risk Manager or such other Person solely as a result of (i) the breach
      by
      the Credit Risk Manager of its obligations hereunder, which breach would subject
      the Credit Risk Manager to liability pursuant to the first paragraph of this
      Section or (ii) the breach by a Transaction Party of its obligations under
      this
      Agreement, in which case the related Transaction Party (with the exception
      of
      the Trustee) shall indemnify the Credit Risk Manager. Notwithstanding the
      foregoing, neither the Trust Fund nor the Transaction Parties shall indemnify
      the Credit Risk Manager for ordinary costs and expenses otherwise incurred
      by
      the Credit Risk Manager in the performance of the Credit Risk Manager’s duties
      under this Agreement. The foregoing indemnification shall survive the
      termination of this agreement or the termination, removal or substitution of
      any
      party to this Agreement. 

     

    Section
      3.36  Resignation
      or Removal of Credit Risk Manager. 

     

    The
      Credit Risk Manager may resign upon thirty (30) days’ prior written notice to
      the Trustee. The Credit Risk Manager may be removed as Credit Risk Manager
      hereunder upon any material breach by the Credit Risk Manager in the performance
      of its duties hereunder following written notice of such breach provided by
      the
      Trustee at the direction of Certificateholders holding not less than a 66-2/3%
      of the Voting Rights and the Credit Risk Manager’s failure to cure such breach
      within a reasonable period following such notice.

     

    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of each
      Servicer to
      service and administer the related Mortgage Loans in accordance with the terms
      of this Agreement or the Servicing Agreement, as applicable, and shall have
      full
      power and authority to do any and all things which it may deem necessary or
      desirable in connection with such master servicing and administration. In
      performing its obligations hereunder, the Master Servicer shall act in a manner
      consistent with Accepted Master Servicing Practices. Furthermore, the Master
      Servicer shall oversee and consult with each Servicer as necessary from
      time-to-time to carry out the Master Servicer’s obligations hereunder, shall
      receive, review and evaluate all reports, information and other data provided
      to
      the Master Servicer by a Servicer and shall enforce each Servicer’s obligation
      to perform and observe the covenants, obligations and conditions to be performed
      or observed by such Servicer under this Agreement or the Servicing Agreement,
      as
      applicable. The Master Servicer shall independently and separately monitor
      each
      Servicer’s servicing activities with respect to each Mortgage Loan serviced by
      such Servicer, reconcile the results of such monitoring with such information
      provided in the previous sentence on a monthly basis and coordinate corrective
      adjustments to the related Servicer’s and Master Servicer’s records, and based
      on such reconciled and corrected information, provide such information relating
      to the Mortgage Loans to the Securities Administrator as shall be necessary
      to
      enable it to prepare the statements specified in Section 5.06 and any other
      information and statements required to be provided by the Securities
      Administrator hereunder. The Master Servicer shall reconcile the results of
      its
      Mortgage Loan monitoring with the actual remittances of the Servicers to the
      Distribution Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer shall not have
      any duty or obligation to enforce any Credit Risk Management Agreement that
      a
      Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to
      supervise, monitor or oversee the activities of the Credit Risk Manager under
      a
      Servicer Credit Risk Management Agreement with respect to any action taken
      or
      not taken by a Servicer pursuant to a recommendation of the Credit Risk
      Manager.

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any limited
      powers of attorney and other documents in form agreeable to the Trustee
      necessary or appropriate to enable the Servicers and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or a Servicer pursuant to any such limited power of attorney or any other
      executed document delivered by the Trustee pursuant to this paragraph and shall
      be indemnified by the Master Servicer and the related Servicer for any cost,
      liability or expense arising from the misuse thereof by the Master Servicer
      or
      the related Servicer.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     

    The
      Trustee shall execute and deliver to the related Servicer or the Master Servicer
      upon request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable and, in each case, provided to the Trustee by the related
      Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
      (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
      other rights or remedies provided by the Mortgage Note or any other Mortgage
      Loan Document or otherwise available at law or equity.

     

    
      Section
        4.02  Monitoring
        of the Servicers.

    

     

    The
      Master Servicer shall be responsible for monitoring the compliance by each
      Servicer with its duties under this Agreement or the Servicing Agreement, as
      applicable. In the review of a Servicer’s activities, the Master Servicer may
      rely upon an officer’s certificate of such Servicer with regard to its
      compliance with the terms of this Agreement or the Servicing Agreement, as
      applicable. In the event that the Master Servicer, in its judgment, determines
      that a Servicer should be terminated in accordance with this Agreement or the
      Servicing Agreement, as applicable, or that a notice should be sent pursuant
      to
      this Agreement with respect to the occurrence of an event that, unless cured,
      would constitute grounds for such termination, the Master Servicer shall notify
      the Sponsor and the Trustee thereof and the Master Servicer shall issue such
      notice or take such other action as it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicers under this Agreement and, if
      applicable, the Servicing Agreement, and the Master Servicer (or, if Wells
      Fargo
      is the defaulting Servicer, the Trustee) shall, in the event that a Servicer
      fails to perform its obligations in accordance with this Agreement or the
      Servicing Agreement, as applicable, subject to this Section, Article VIII
      and the Servicing Agreement, terminate the rights and obligations of such
      Servicer hereunder or under the Servicing Agreement, as applicable in accordance
      with the provisions of Article VIII or the Servicing Agreement, as applicable.
      The Master Servicer (or, if Wells Fargo is the defaulting Servicer, the Trustee)
      shall act as servicer of the Mortgage Loans or enter in to a new servicing
      agreement with a successor servicer selected by the Master Servicer (or, if
      Wells Fargo is the defaulting Servicer, the Trustee); provided, however, it
      is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to the Master Servicer, the Trustee or such Successor
      Servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims and the pursuit of other appropriate remedies, shall be in such form
      and carried out to such an extent and at such time as the Master Servicer or
      the
      Trustee, as applicable, in its good faith business judgment, would require
      were
      it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as
      applicable, shall pay the costs of such enforcement, provided that no provision
      of this Agreement shall require the Master Servicer or the Trustee to expend
      or
      risk their own funds or otherwise incur any financial liability in the
      performance of any of their duties hereunder, or in the exercise of any of
      their
      rights or powers, if they shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to them.

     

    To
      the
      extent that the costs and expenses related to the termination of a Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master Servicer or the Trustee if Wells Fargo is the defaulting Servicer
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of defaulting Servicer as a result of a Servicer Default and (ii)
      all costs and expenses associated with the complete transfer of servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Successor Servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the Successor Servicer to service the related
      Mortgage Loans in accordance with this Agreement or the Servicing Agreement,
      as
      applicable) are not fully and timely reimbursed by the terminated Servicer,
      the
      Master Servicer or the Trustee, as applicable shall be entitled to reimbursement
      of such costs and expenses from the Distribution Account.

     

    The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement or the Servicing
      Agreement, as applicable.

     

    If
      the
      Master Servicer acts as Successor Servicer, it shall not assume liability for
      the representations and warranties of a Servicer that it replaces.

     

    Section
      4.03  Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations hereunder.
      Any such errors and omissions policy and fidelity bond may not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    Section
      4.04  Power
      to Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Loan, in each case, in
      accordance with the provisions of this Agreement; provided, however, that the
      Master Servicer shall not (and, consistent with its responsibilities under
      Section 4.02, shall not permit any Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause any REMIC to fail to qualify as a REMIC or result
      in
      the imposition of a tax upon the Trust Fund (including but not limited to the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      will not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer, upon written request from a Servicing Officer of the Master Servicer,
      with any powers of attorney, in form agreeable to the Trustee, empowering the
      Master Servicer, or the related Servicer to execute and deliver instruments
      of
      satisfaction or cancellation, or of partial or full release or discharge, and
      to
      foreclose upon or otherwise liquidate Mortgaged Property, and to appeal,
      prosecute or defend in any court action relating to the Mortgage Loans or the
      Mortgaged Property, in accordance with this Agreement, and the Trustee shall
      execute and deliver such other documents, as the Master Servicer or a Servicer
      may request, to enable the Master Servicer to master service and administer
      the
      Mortgage Loans and carry out its duties hereunder, in each case in accordance
      with Accepted Master Servicing Practices (and the Trustee shall have no
      liability for the misuse of any such powers of attorney by the Master Servicer
      or the Servicer and shall be indemnified by the Master Servicer and the related
      Servicer, as applicable, for any costs, liabilities or expenses incurred by
      the
      Trustee in connection with such misuse). If the Master Servicer or the Trustee
      has been advised that it is likely that the laws of the state in which action
      is
      to be taken prohibit such action if taken in the name of the Trustee or that
      the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 9.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action authorized pursuant to this Agreement to
      be
      taken by it in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     

    Section
      4.05  Due-on-Sale
      Clauses; Assumption Agreements. 
      

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall enforce the related Servicer’s obligation to enforce such clauses
      in accordance with this Agreement or the Servicing Agreement, as applicable.
      If
      applicable law prohibits the enforcement of a due-on-sale clause or such clause
      is otherwise not enforced in accordance with this Agreement or the Servicing
      Agreement, as applicable, and, as a consequence, a Mortgage Loan is assumed,
      the
      original Mortgagor may be released from liability in accordance with this
      Agreement.

     

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

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds, Insurance Proceeds or Subsequent Recoveries in respect of any Mortgage
      Loan shall be held for the benefit of the Trustee and the Certificateholders
      subject to the Master Servicer’s right to retain or withdraw from the
      Distribution Account the Master Servicing Compensation and other amounts
      provided in this Agreement. The Master Servicer shall, to the extent required
      by
      Article III of this Agreement or the Servicing Agreement, as applicable, enforce
      each Servicer’s obligation to provide access to information and documentation
      regarding the Mortgage Loans serviced by such Servicer to the Trustee, its
      agents and accountants at any time upon reasonable request and during normal
      business hours, and to Certificateholders that are savings and loan
      associations, banks or insurance companies, the OTS, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the OTS or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trustee; provided, however, that the Master Servicer and the
      Servicer shall be entitled to setoff against, and deduct from, any such funds
      any amounts that are properly due and payable to the Master Servicer or the
      Servicer under this Agreement.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the related
      Servicer under this Agreement or the Servicing Agreement, as applicable, to
      maintain or cause to be maintained standard fire and casualty insurance and,
      where applicable, flood insurance, all in accordance with the provisions of
      this
      Agreement or the related Servicing Agreement, as applicable. It is understood
      and agreed that such insurance shall be with insurers meeting the eligibility
      requirements set forth in this Agreement or the Servicing Agreement, as
      applicable, and that no earthquake or other additional insurance is to be
      required of any Mortgagor or to be maintained on property acquired in respect
      of
      a defaulted loan, other than pursuant to such applicable laws and regulations
      as
      shall at any time be in force and as shall require such additional
      insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer, under any
      insurance policies (other than amounts to be applied to the restoration or
      repair of the property subject to the related Mortgage or released to the
      Mortgagor in accordance with this Agreement or the Servicing Agreement, as
      applicable) shall be deposited into the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall enforce each Servicer’s obligation to, prepare and present
      on behalf of the Trustee and the Certificateholders all claims under any
      insurance policies and take such actions (including the negotiation, settlement,
      compromise or enforcement of the insured’s claim) as shall be necessary to
      realize recovery under such policies. Any proceeds disbursed to the Master
      Servicer (or disbursed to the related Servicer and remitted to the Master
      Servicer) in respect of such policies, bonds or contracts shall be promptly
      deposited in the Distribution Account upon receipt, except that any amounts
      realized that are to be applied to the repair or restoration of the related
      Mortgaged Property as a condition precedent to the presentation of claims on
      the
      related Mortgage Loan to the insurer under any applicable insurance policy
      need
      not be so deposited (or remitted).

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

    The
      Master Servicer shall not take, or (to the extent within its control) permit
      a
      Servicer (to the extent such action is prohibited under this Agreement or the
      Servicing Agreement, as applicable) to take, any action that would result in
      noncoverage under any primary mortgage insurance policy or any loss which,
      but
      for the actions of the Master Servicer or such Servicer, would have been covered
      thereunder. The Master Servicer shall use its best reasonable efforts to enforce
      each Servicer’s obligation to keep in force and effect (to the extent that the
      related Mortgage Loan requires the Mortgagor to maintain such insurance),
      primary mortgage insurance applicable to each Mortgage Loan in accordance with
      the provisions of this Agreement or the Servicing Agreement, as applicable.
      The
      Master Servicer shall not, and (to the extent within its control) shall not
      permit a Servicer to, cancel or refuse to renew any primary mortgage insurance
      policy that is in effect at the date of the initial issuance of the Mortgage
      Note and is required to be kept in force hereunder except in accordance with
      the
      provisions of this Agreement or the Servicing Agreement, as
      applicable.

     

    The
      Master Servicer agrees to enforce each Servicer’s obligation to present, on
      behalf of the Trustee and the Certificateholders, claims to the insurer under
      any primary mortgage insurance policies and, in this regard, to take such
      reasonable action as shall be necessary to permit recovery under any primary
      mortgage insurance policies respecting defaulted Mortgage Loans. Pursuant to
      Section 3.31 of this Agreement or pursuant to the Servicing Agreement, as
      applicable, any amounts collected by the Master Servicer or the related Servicer
      under any primary mortgage insurance policies shall be deposited by the related
      Servicer or by the Master Servicer in the Distribution Account, subject to
      withdrawal pursuant to Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the Servicers otherwise
      have fulfilled their respective obligations under this Agreement or the
      Servicing Agreement, as applicable, the Trustee or the Custodian shall also
      retain possession and custody of each Mortgage File in accordance with and
      subject to the terms and conditions of this Agreement and the Custodial
      Agreement. The Master Servicer shall promptly deliver or cause to be delivered
      to the Trustee or the Custodian, upon the execution or receipt thereof the
      originals of any primary mortgage insurance policies, any certificates of
      renewal, and such other documents or instruments that constitute Mortgage Loan
      Documents that come into the possession of the Master Servicer from time to
      time.

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

    The
      Master Servicer shall enforce each Servicer’s obligation to foreclose upon,
      repossess or otherwise comparably convert the ownership of Mortgaged Properties
      securing such of the Mortgage Loans as come into and continue in default and
      as
      to which no satisfactory arrangements can be made for collection of delinquent
      payments, all in accordance with this Agreement or the Servicing Agreement,
      as
      applicable.

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to receive the Master Servicing Fee and to retain all income and gain realized
      from any investment of funds in the Distribution Account. The Master Servicer
      shall be required to pay all expenses incurred by it in connection with its
      activities hereunder and shall not be entitled to reimbursement therefor except
      as provided in this Agreement.

     

    The
      amount of the Master Servicing Compensation payable to the Master Servicer
      in
      respect of any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

    In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall enforce each Servicer’s obligation to sell, and each such Servicer agrees
      to sell, any REO Property as expeditiously as possible and in accordance with
      the provisions of this Agreement or the Servicing Agreement, as applicable.
      Further, the Master Servicer shall enforce each Servicer’s obligation to sell
      any REO Property prior to three (3) years after the end of the calendar year
      of
      its acquisition by REMIC I, unless (i) the Trustee and the Securities
      Administrator shall have been supplied with an Opinion of Counsel to the effect
      that the holding by the Trust Fund of such REO Property subsequent to such
      three-year period will not result in the imposition of taxes on “prohibited
      transactions” of any REMIC hereunder as defined in Section 860F of the Code
      or cause any REMIC hereunder to fail to qualify as a REMIC at any time that
      any
      Certificates are outstanding, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property (subject to any conditions contained in such Opinion
      of
      Counsel) or (ii) the related Servicer shall have applied for, prior to the
      expiration of such three-year period, an extension of such three-year period
      in
      the manner contemplated by Section 856(e)(3) of the Code, in which case the
      three-year period shall be extended by the applicable extension period. The
      Master Servicer shall enforce each Servicer’s obligation to protect and
      conserve, such REO Property in the manner and to the extent required by this
      Agreement or the Servicing Agreement, as applicable, in accordance with the
      REMIC Provisions and in a manner that does not result in a tax on “net income
      from foreclosure property” or cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the
      Code.

     

    The
      Master Servicer shall enforce each Servicer’s obligation to deposit all funds
      collected and received in connection with the operation of any REO Property
      in
      the related Custodial Account.

     

    The
      Master Servicer and the related Servicer, upon the final disposition of any
      REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      and Master Servicing Fees from Liquidation Proceeds received in connection
      with
      the final disposition of such REO Property; provided, that any such unreimbursed
      Advances as well as any unpaid Master Servicing Fees may be reimbursed or paid,
      as the case may be, prior to final disposition, out of any net rental income
      or
      other net amounts derived from such REO Property.

     

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

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the related Servicer under this Agreement or the
      Servicing Agreement, as applicable, with respect to Prepayment Interest
      Shortfalls on the Mortgage Loans serviced by such Servicer for the related
      Distribution Date, and not so paid by such Servicer and (ii) the Master
      Servicing Fee for such Distribution Date without reimbursement
      therefor.

     

    ARTICLE
      V

     

    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances;
      Advance Facility.

     

    (a)  Each
      Servicer shall make an Advance with respect to any Mortgage Loan serviced by
      it
      and for which an Advance is required hereunder, and deposit such Advance in
      the
      Distribution Account no later than noon Eastern time on the Remittance Date
      in
      immediately available funds. The amount of any Advances to be made by a Servicer
      on any Distribution Date shall equal (i) the aggregate amount of Scheduled
      Payments (net of the related Servicing Fees), due during the related Due Period
      in respect of the related Mortgage Loans, which Scheduled Payments were
      delinquent as of the close of business on the related Determination Date and
      (ii) with respect to each REO Property, which was acquired during or prior
      to
      the related Prepayment Period and as to which an REO Disposition did not occur
      during the related Prepayment Period, an amount equal to the excess, if any,
      of
      the REO Imputed Interest on such REO Property for the most recently ended
      calendar month, over the net income from such REO Property deposited in the
      related Custodial Account pursuant to Section 3.26 of this Agreement for
      distribution on such Distribution Date; provided, however, no Servicer shall
      be
      required to make P&I Advances with respect to Relief Act Interest
      Shortfalls, shortfalls resulting from a Debt Service Reduction or with respect
      to Prepayment Interest Shortfalls in excess of its obligations under Section
      5.02. For purposes of the preceding sentence, the Scheduled Payment on each
      Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the assumed
      monthly payment that would have been due on the related Due Date based on the
      original principal amortization schedule for such Balloon Mortgage Loan. Each
      Servicer shall be obligated to make any such Advance only to the extent that
      such advance would not be a Nonrecoverable Advance. If a Servicer shall have
      determined that it has made a Nonrecoverable Advance or that a proposed Advance
      or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
      such Servicer shall deliver (i) to the Securities Administrator for the benefit
      of the Certificateholders funds constituting the remaining portion of such
      Advance, if applicable, and (ii) to Master Servicer an Officer’s Certificate
      setting forth the basis for such determination. Wells Fargo’s obligation in
      respect of Advances is set forth in the Servicing Agreement.

     

    In
      lieu
      of making all or a portion of such Advance from its own funds, each Servicer
      may
      (i) cause to be made an appropriate entry in its records relating to its
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      it in discharge of its obligation to make any such Advance and (ii) transfer
      such funds from its Custodial Account to the Distribution Account. Any funds
      so
      applied and transferred shall be replaced by the related Servicer by deposit
      in
      the Distribution Account, no later than the close of business on any future
      Remittance Date on which the funds on deposit in its Custodial Account shall
      be
      less than the amount required to be remitted to the Securities Administrator
      on
      such Remittance Date. 

     

    In
      addition, Equity One will be obligated to advance or cause to be advanced to
      the
      Master Servicer, from time to time, Servicing Advances with respect to the
      Equity One Mortgage Loans and Ocwen will be obligated to advance or cause to
      be
      advanced to the Master Servicer, from time to time, from (i) its own funds,
      (ii)
      Amounts Held for Future Distribution or (iii) a combination of (i) and (ii),
      Servicing Advances with respect to the Ocwen Mortgage Loans.

     

    The
      Securities Administrator will notify the related Servicer and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by such Servicer to the Securities
      Administrator on such date is less than the Advances required to be made by
      such
      Servicer for the related Distribution Date.

     

    Each
      Servicer shall be entitled to be reimbursed from its Custodial Account for
      all
      Advances of its own funds made pursuant to this Section or pursuant to the
      Servicing Agreement, as provided in Section 3.27 of this Agreement or in
      the Servicing Agreement. The obligation to make Advances with respect to any
      Mortgage Loan shall continue until such Mortgage Loan is paid in full or the
      related Mortgaged Property or related REO Property has been liquidated or until
      the purchase or repurchase thereof (or substitution therefor) from the Trust
      Fund pursuant to any applicable provision of this Agreement, except as otherwise
      provided in this Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that a Servicer fails to make such Advance, then the Master Servicer (or, if
      Wells Fargo fails to make such Advance pursuant to the Servicing Agreement,
      the
      Trustee), as a Successor Servicer, shall be obligated to make such Advance
      only
      to the extent such Advance, if made, would not constitute a Nonrecoverable
      Advance, subject to the provisions of this Section 5.01 and Section
      8.02.

     

    (b)  (i)
      Each
      Servicer is hereby authorized to enter into a financing or other facility (any
      such arrangement, an “Advance Facility”), the documentation for which complies
      with Section 5.01(b)(v) below, under which (1) such Servicer assigns or
      pledges its rights under this Agreement to be reimbursed for any or all Advances
      and/or Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by such
      Servicer pursuant to this Agreement. No consent of the Trustee, the Securities
      Administrator, the Master Servicer, the Certificateholders or any other party
      shall be required before a Servicer may enter into an Advance Facility nor
      shall
      the Trustee, the Securities Administrator, the Master Servicer, or the
      Certificateholders be a third party beneficiary of any obligation of an Advance
      Financing Person to such Servicer. Notwithstanding the existence of any Advance
      Facility under which an Advance Financing Person agrees to fund Advances and/or
      Servicing Advances, (A) the related Servicer (i) shall remain obligated pursuant
      to this Agreement to make Advances and/or Servicing Advances pursuant to and
      as
      required by this Agreement and (ii) shall not be relieved of such obligations
      by
      virtue of such Advance Facility and (B) neither the Advance Financing Person
      nor
      any Servicer’s Assignee (as hereinafter defined) shall have any right to proceed
      against or otherwise contact any Mortgagor for the purpose of collecting any
      payment that may be due with respect to any related Mortgage Loan or enforcing
      any covenant of such Mortgagor under the related Mortgage Loan documents.


     

    (ii)  If
      a
      Servicer enters into an Advance Facility, such Servicer and the related Advance
      Financing Person shall deliver to the Master Servicer and the Securities
      Administrator at the address set forth in Section 11.05 hereof no later
      than the Remittance Date immediately following the effective date of such
      Advance Facility a written notice (an “Advance Facility Notice”), stating (a)
      the identity of the Advance Financing Person and (b) the identity of the Person
      (the “Servicer’s Assignee”) that will, subject to Section 5.01(b)(iii)
      hereof, have the right to make withdrawals from the related Custodial Account
      pursuant to Section 3.27 hereof to reimburse previously unreimbursed
      Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance
      Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances
      and/or Servicing Advances for which the related Servicer would be permitted
      to
      reimburse itself in accordance with Section 3.27 hereof, assuming the
      related Servicer had made the related Advance(s) and/or Servicing Advance(s)
      and
      (ii) shall not consist of amounts payable to a Successor Servicer in accordance
      with Section 3.27 hereof to the extent permitted under
      Section 5.01(b)(v) below.

     

    (iii)  Notwithstanding
      the existence of an Advance Facility, the related Servicer, on behalf of the
      Advance Financing Person and the Servicer’s Assignee, shall be entitled to
      receive reimbursements of Advances and/or Servicing Advances in accordance
      with
      Section 3.27 hereof, which entitlement may be terminated by the Advance
      Financing Person pursuant to a written notice to the Master Servicer and the
      Securities Administrator in the manner set forth in Section 11.05 hereof.
      Upon receipt of such written notice, the related Servicer shall no longer be
      entitled to receive reimbursement for any Advance Reimbursement Amounts and
      the
      Servicer’s Assignee shall immediately have the right to receive from the related
      Custodial Account all Advance Reimbursement Amounts. Notwithstanding the
      foregoing, and for the avoidance of doubt, (i) the related Servicer and/or
      the
      Servicer’s Assignee shall only be entitled to reimbursement of Advance
      Reimbursement Amounts hereunder from withdrawals from the related Custodial
      Account pursuant to Section 3.27 of this Agreement and shall not otherwise
      be entitled to make withdrawals or receive amounts that shall be deposited
      in
      the Distribution Account pursuant to Section 3.31 hereof, and (ii) none of
      the Trustee or the Certificateholders shall have any right to, or otherwise
      be
      entitled to, receive any Advance Reimbursement Amounts to which the related
      Servicer or the Servicer’s Assignee, as applicable, shall be entitled pursuant
      to Section 3.27 hereof. An Advance Facility may be terminated by the joint
      written direction of the related Servicer and the related Advance Financing
      Person. Written notice of such termination shall be delivered to the Trustee
      in
      the manner set forth in Section 11.05 hereof. None of the Depositor, Master
      Servicer, the Securities Administrator or the Trustee shall, as a result of
      the
      existence of any Advance Facility, have any additional duty or liability with
      respect to the calculation or payment of any Advance Reimbursement Amount,
      nor,
      as a result of the existence of any Advance Facility, shall the Depositor,
      Master Servicer, the Securities Administrator or the Trustee have any additional
      responsibility to track or monitor the administration of the Advance Facility
      or
      the payment of Advance Reimbursement Amounts to the Servicer’s Assignee. The
      related Servicer shall indemnify the Master Servicer, the Securities
      Administrator, the Depositor, the Trustee, any Successor Servicer and the Trust
      Fund for any claim, loss, liability or damage resulting from any claim by the
      related Advancing Financing Person, except to the extent that such claim, loss,
      liability or damage resulted from or arose out of gross negligence, recklessness
      or willful misconduct on the part of the Master Servicer, the Securities
      Administrator, the Depositor, the Trustee or any Successor Servicer, as the
      case
      may be. The related Servicer shall maintain and provide to any Successor
      Servicer and, upon request, the Trustee a detailed accounting on a loan-by-loan
      basis as to amounts advanced by, pledged or assigned to, and reimbursed to
      any
      Advancing Financing Person. The Successor Servicer shall be entitled to rely
      on
      any such information provided by the related Servicer, and the Successor
      Servicer shall not be liable for any errors in such information.

     

    (iv)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as a
      Servicer.

     

    (v)  As
      between a Servicer and its Advance Financing Person, on the one hand, and a
      Successor Servicer and its Advance Financing Person, if any, on the other hand,
      Advance Reimbursement Amounts on a loan-by-loan basis with respect to each
      Mortgage Loan as to which an Advance and/or Servicing Advance shall have been
      made and be outstanding shall be allocated on a “first-in, first out” basis. In
      the event a Servicer’s Assignee shall have received some or all of an Advance
      Reimbursement Amount related to Advances and/or Servicing Advances that were
      made by a Person other than such Servicer or its related Advance Financing
      Person in error, then the Servicer’s Assignee shall be required to remit any
      portion of such Advance Reimbursement Amount to each Person entitled to such
      portion of such Advance Reimbursement Amount. Without limiting the generality
      of
      the foregoing, the related Servicer shall remain entitled to be reimbursed
      by
      the Advance Financing Person for all Advances and/or Servicing Advances funded
      by the related Servicer to the extent the related Advance Reimbursement Amounts
      have not been assigned or pledged to such Advance Financing Person or the
      Servicer’s Assignee.

     

    (vi)  For
      purposes of any Officer’s Certificate of a Servicer delivered pursuant to
      Section 5.01(a), any Nonrecoverable Advance referred to therein may have
      been made by such Servicer. In making its determination that any Advance or
      Servicing Advance theretofore made has become a Nonrecoverable Advance, the
      related Servicer shall apply the same criteria in making such determination
      regardless of whether such Advance or Servicing Advance shall have been made
      by
      such Servicer.

     

    (vii)  Any
      amendment to this Section 5.01(b) or to any other provision of this
      Agreement that may be necessary or appropriate to effect the terms of an Advance
      Facility as described generally in this Section 5.01(b), including
      amendments to add provisions relating to a Successor Servicer, may be entered
      into by the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor and the Servicers without the consent of any Certificateholder,
      provided such amendment complies with Section 11.01 hereof. All reasonable
      costs and expenses (including attorneys’ fees) of each party hereto of any such
      amendment shall be borne solely by the related Servicer. The parties hereto
      hereby acknowledge and agree that: (a) the Advances and/or Servicing Advances
      financed by and/or pledged to an Advance Financing Person under any Advance
      Facility are obligations owed to the related Servicer payable only from the
      cash
      flows and proceeds received under this Agreement for reimbursement of Advances
      and/or Servicing Advances only to the extent provided herein, and none of the
      Master Servicer, the Securities Administrator, the Trustee or the Trust are,
      as
      a result of the existence of any Advance Facility, obligated or liable to repay
      any Advances and/or Servicing Advances financed by the Advance Financing Person;
      (b) the related Servicer will be responsible for remitting to the related
      Advance Financing Person the applicable amounts collected by it as reimbursement
      for Advances and/or Servicing Advances funded by such Advance Financing Person,
      subject to the provisions of this Agreement; and (c) none of the Master
      Servicer, the Securities Administrator or the Trustee shall have any
      responsibility to track or monitor the administration of the financing
      arrangement between a Servicer and any Advance Financing Person.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment by the Mortgagor as described in items (a) and (b) of
      the
      definition of Interest Shortfalls in Article 1 of this Agreement with respect
      to
      any Equity One Mortgage Loan, Equity One shall, to the extent of the Servicing
      Fee for such Distribution Date, deposit into its Custodial Account, as a
      reduction of and to the extent of, the Servicing Fee for such Distribution
      Date,
      no later than the close of business on the Remittance Date immediately preceding
      such Distribution Date, an amount equal to the Prepayment Interest Shortfall;
      and in case of such deposit, Equity One shall not be entitled to any recovery
      or
      reimbursement from the Depositor, the Trustee, the Sponsor, the Trust Fund,
      the
      Master Servicer or the Certificateholders.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any Ocwen Mortgage
      Loan Mortgage Loan during the portion of the related Prepayment Period occurring
      in the month prior to the month in which the related Distribution Date occurs,
      Ocwen shall, to the extent of the Servicing Fee for such Distribution Date,
      deposit into its Custodial Account, as a reduction of and to the extent of,
      the
      Servicing Fee for such Distribution Date, no later than the close of business
      on
      the Remittance Date immediately preceding such Distribution Date, an amount
      equal to the Prepayment Interest Shortfall; and in case of such deposit, Ocwen
      shall not be entitled to any recovery or reimbursement from the Depositor,
      the
      Trustee, the Sponsor, the Trust Fund, the Master Servicer or the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator shall be deemed to allocate
      distributions to the REMIC I Regular Interests and REMIC II Regular Interests
      in
      accordance with Section 5.07 hereof.

     

    Section
      5.04  Distributions.

     

    (a)  On
      each
      Distribution Date, the Securities Administrator will withdraw funds on deposit
      in the Distribution Account and make distributions to the Certificateholders
      in
      accordance with the Remittance Report for such Distribution Date, in the
      following order of priority:

     

    (i)  On
      each
      Distribution Date, the Interest Remittance Amount for such Distribution Date,
      to
      the extent of funds in the Distribution Account, will be paid in the following
      order of priority:

     

    
      	(1)  	
              from
                the Interest Remittance Amount derived from the Group I Mortgage
                Loans and
                the Group II Mortgage Loans, the Group I Allocation Percentage and
                the
                Group II Allocation Percentage, as applicable, of any Net Swap Payment
                and
                any Swap Termination Payment paid to the Supplemental Interest Trust
                and
                owed to the Swap Provider (unless the Swap Provider is a Defaulting
                Party
                or the sole Affected Party (as defined in the ISDA Master Agreement)
                and
                to the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust
                Trustee);

            


    

     

    
      	(2)  	
              from
                the Interest Remittance Amount derived from the Group I Mortgage
                Loans and
                the Group II Mortgage Loans remaining after payments pursuant to
                clause
                (1) above to the Senior Certificates, pro
                rata,
                based on amounts due, Current Interest and any Carryforward Interest
                for
                each such class and such Distribution Date, provided
                that:

            


    

     

    
      	 	
              (a)

            	
              the
                Interest Remittance Amount derived from the Group I Mortgage Loans
                will be
                distributed in the following order of priority: (x) first, to the
                Class
                I-A-1 Certificates, Current Interest and any Carryforward Interest
                for
                such Class for such Distribution Date; and then (y) concurrently,
                to the
                Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates,
                Current Interest and Carryforward Interest for each such Class for
                such
                Distribution Date, on a pro
                rata
                basis, based on the entitlement of each such Class, after taking
                into
                account the distribution of the Interest Remittance Amount derived
                from
                the Group II Mortgage Loans on such Distribution Date;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                Interest Remittance Amount derived from the Group II Mortgage Loans
                will
                be distributed in the following order of priority: (x) first, concurrently
                to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
                Certificates, Current Interest and any Carryforward Interest for
                each such
                Class for such Distribution Date, on a pro
                rata
                basis, based on the entitlement of each such Class; and then (y)
                to the
                Class I-A-1 Certificates, Current Interest and any Carryforward Interest
                for such Class for such Distribution Date, after taking into account
                the
                distribution of the Interest Remittance Amount derived from the Group
                I
                Mortgage Loans on such Distribution
                Date;

            


    

     

    
      	(3)  	
              from
                the remaining Interest Remittance Amount, to the Class M-1 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	(4)  	
              from
                the remaining Interest Remittance Amount, to the Class M-2 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	(5)  	
              from
                the remaining Interest Remittance Amount, to the Class M-3 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	(6)  	
              from
                the remaining Interest Remittance Amount, to the Class M-4 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	(7)  	
              from
                the remaining Interest Remittance Amount, to the Class M-5 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date;

            


    

     

    
      	(8)  	
              from
                the remaining Interest Remittance Amount, to the Class M-6 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	(9)  	
              from
                the remaining Interest Remittance Amount, to the Class M-7 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	(10)  	
              from
                the remaining Interest Remittance Amount, to the Class M-8 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; 

            


    

     

    
      	(11)  	
              from
                the remaining Interest Remittance Amount, to the Class M-9 Certificates,
                Current Interest and Carryforward Interest for such Class and Distribution
                Date; and

            


    

     

    
      	(12)  	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Interest Remittance Amount
                remaining after application pursuant to clauses (1) through (11)
                above for
                such Distribution Date.

            


    

     

    (ii)  The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I. On
      each
      Distribution Date (x) prior to the Stepdown Date or (y) with respect to which
      a
      Trigger Event is in effect, the Principal Payment Amount will be paid in the
      following order of priority:

     

    
      	(A)  	
              to
                the Supplemental Interest Trust from the Principal Payment Amount
                derived
                from the Group I Mortgage Loans and the Group II Mortgage Loans,
                the Group
                I Allocation Percentage and the Group II Allocation Percentage, as
                applicable, of any Net Swap Payment and any Swap Termination Payment
                owed
                to the Swap Provider (unless the Swap Provider is a Defaulting Party
                or
                the sole Affected Party (as defined in the ISDA Master Agreement)
                and to
                the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust Trustee)
                to
                the extent not paid from the Interest Remittance Amounts on such
                Distribution Date;

            


    

     

    
      	(B)  	
              (i) from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clause (A) above, to the Class
                I-A-1 Certificates, until the Certificate Principal Balance thereof
                has
                been reduced to zero;

            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clause (A) above, sequentially, to the Class
      II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; 

     

    
      	(C)  	
              (i) from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clauses (A) and (B) above and
                after the Certificate Principal Balance of the Class I-A-1 Certificates
                has been reduced to zero, sequentially, to the Class II-A-1, Class
                II-A-2,
                Class II-A-3 and Class II-A-4 Certificates, in that order, after
                taking
                into account payments pursuant to clause I(B)(ii) above, until the
                Certificate Principal Balance of each such Class has been reduced
                to
                zero;

            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and after the
      Certificate Principal Balances of the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates have been reduced to zero, to the Class I-A-1
      Certificates, after taking into account payments pursuant to clause I(B)(i)
      above, until its Certificate Principal Balance has been reduced to zero;


     

    
      	(D)  	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(E)  	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(F)  	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(G)  	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(H)  	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(I)  	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(J)  	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(K)  	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	(L)  	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero; and

            


    

     

    
      	(M)  	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses I(A) through I(L)
                above.

            


    

     

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      Aggregate Certificate Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero, distributions to the Group II
      Certificates will be allocated to the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates, on a pro
      rata
      basis,
      based on the Certificate Principal Balance of each such Class, until the
      Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    II. On
      each
      Distribution Date (x) on or after the Stepdown Date and (y) with respect to
      which a Trigger Event is not in effect, the Principal Payment Amount will be
      paid in the following order of priority:

     

    
      	(A)  	
              to
                the Supplemental Interest Trust from the Principal Payment Amount
                derived
                from the Group I Mortgage Loans and the Group II Mortgage Loans,
                the Group
                I Allocation Percentage and the Group II Allocation Percentage, as
                applicable, of any Net Swap Payment and any Swap Termination Payment
                owed
                to the Swap Provider (unless the Swap Provider is a Defaulting Party
                or
                the sole Affected Party (as defined in the ISDA Master Agreement)
                and to
                the extent not paid by the Securities Administrator from any upfront
                payment received pursuant to any replacement interest rate swap agreement
                that may be entered into by the Supplemental Interest Trust Trustee)
                remaining unpaid after the distribution of the Interest Remittance
                Amounts
                on such Distribution Date;

            


    

     

    
      	(B)  	
              (i)
                from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clause (A) above, to the Class
                I-A-1
                Certificates, the Group I Allocation Amount until its Certificate
                Principal Balance has been reduced to zero;


            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clause (A) above, sequentially, to the Class II-A-1,
      Class II-A-2, Class II-A-3 and Class II-A-4 Certificates, in that order, the
      Group II Allocation Amount until the Certificate Principal Balance of each
      such
      Class has been reduced to zero;

     

    
      	(C)  	
              (i)
                from
                the Principal Payment Amount derived from the Group I Mortgage Loans
                remaining after payments pursuant to clauses (A) and (B) above and
                after
                the Certificate Principal Balance of the Class I-A-1 Certificates
                has been
                reduced to zero, sequentially, to the Class II-A-1, Class II-A-2,
                Class
                II-A-3 and Class II-A-4 Certificates, in that order, up to the Group
                II
                Allocation Amount remaining unpaid, after taking into account payments
                pursuant to clause II(B)(ii) above, until the Certificate Principal
                Balance of each such Class has been reduced to
                zero;

            


    

     

    (ii) from
      the
      Principal Payment Amount derived from the Group II Mortgage Loans remaining
      after payments pursuant to clauses (A) and (B) above and
      after
      the Certificate Principal Balances of the Class II-A-1, Class II-A-2, Class
      II-A-3 and Class II-A-4 Certificates have been reduced to zero, to the Class
      I-A-1 Certificates, to the Class I-A-1 Certificates, up to the Group I
      Allocation Amount remaining unpaid, after taking into account payments pursuant
      to clause II(B)(i) above, until its Certificate Principal Balance has been
      reduced to zero;

     

    
      	(D)  	
              to
                the Class M-1 Certificates, the Class M-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(E)  	
              to
                the Class M-2 Certificates, the Class M-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(F)  	
              to
                the Class M-3 Certificates, the Class M-3 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(G)  	
              to
                the Class M-4 Certificates, the Class M-4 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(H)  	
              to
                the Class M-5 Certificates, the Class M-5 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero; 

            


    

     

    
      	(I)  	
              to
                the Class M-6 Certificates, the Class M-6 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(J)  	
              to
                the Class M-7 Certificates, the Class M-7 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(K)  	
              to
                the Class M-8 Certificates, the Class M-8 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero;

            


    

     

    
      	(L)  	
              to
                the Class M-9 Certificates, the Class M-9 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance has
                been
                reduced to zero; and

            


    

     

    
      	(M)  	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses II(A) through II(L)
                above.

            


    

     

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      Aggregate Certificate Principal Balance of each Class of Subordinate
      Certificates has been reduced to zero, distributions to the Group II
      Certificates will be allocated to the Class II-A-1, Class II-A-2, Class II-A-3
      and Class II-A-4 Certificates, on a pro
      rata
      basis,
      based on the Certificate Principal Balance of each such Class, until the
      Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (iii)  On
      each
      Distribution Date, the Monthly Excess Cashflow will be distributed in the
      following order of priority:

     

    
      	(1)  	
              (A)
                until the aggregate Certificate Principal Balance of the Senior
                Certificates and Subordinate Certificates equals the Aggregate Loan
                Balance for such Distribution Date (after giving effect to scheduled
                payments of principal due during the related Due Period to the extent
                received or advanced, unscheduled collections of principal received
                during
                the related Prepayment Period and after reduction for Realized Losses
                on
                the Mortgage Loans incurred during the related Due Period) minus
                the
                Targeted Overcollateralization Amount for such Distribution Date,
                on each
                Distribution Date (a) prior to the Stepdown Date or (b) with respect
                to
                which a Trigger Event is in effect, to the extent of Monthly Excess
                Interest for such Distribution Date, to the Senior Certificates and
                Subordinate Certificates, in the following order of
                priority:

            


    

     

    (i)  (a)
      the
      Group
      I Excess Interest Amount in the following order of priority: (x) first, to
      the
      Class I-A-1 Certificates, until its Certificate Principal Balance has been
      reduced to zero, and then (y) sequentially, to the Class II-A-1, Class II-A-2,
      Class II-A-3 and Class II-A-4 Certificates, in that order, after taking into
      account the distribution of the Group II Excess Interest Amount, until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      

     

     
      (b) the
      Group
      II Excess Interest Amount in the following order of priority: (x) first,
      sequentially, to the Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class has been reduced to zero, and then (y) to the Class I-A-1
      Certificates, after taking into account the distribution of the Group I Excess
      Interest Amount, until its Certificate Principal Balance has been reduced to
      zero; 

     

    (ii)  to
      the
      Class M-1 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (iii)  to
      the
      Class M-2 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (iv)  to
      the
      Class M-3 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (v)  to
      the
      Class M-4 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (vi)  to
      the
      Class M-5 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero;

     

    (vii)  to
      the
      Class M-6 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (viii)  to
      the
      Class M-7 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (ix)  to
      the
      Class M-8 Certificates, until its Certificate Principal Balance has been reduced
      to zero; and

     

    (x)  to
      the
      Class M-9 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (B) on
      each
      Distribution Date on or after the Stepdown Date and with respect to which a
      Trigger Event is not in effect, to
      fund any principal distributions required to be made on such Distribution Date
      set forth in Section 5.04(a)(ii)II,
      after
      giving effect to the distribution of the Principal Payment Amount for such
      date,
      in accordance with the priorities set forth therein;

     

    
      	(2)  	
              to
                the Class M-1 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(3)  	
              to
                the Class M-2 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(4)  	
              to
                the Class M-3 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(5)  	
              to
                the Class M-4 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(6)  	
              to
                the Class M-5 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(7)  	
              to
                the Class M-6 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(8)  	
              to
                the Class M-7 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(9)  	
              to
                the Class M-8 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(10)  	
              to
                the Class M-9 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	(11)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class I-A-1, Class II-A-1, Class II-A-2,
                Class II-A-3 and Class II-A-4 Certificates, concurrently, any Basis
                Risk
                Shortfall for each such Class, on a pro
                rata
                basis, based on the entitlement of each such
                Class;

            


    

     

    
      	(12)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-1 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(13)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-2 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(14)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-3 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(15)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-4 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(16)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-5 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(17)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-6 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(18)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-7 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(19)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-8 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(20)  	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-9 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	(21)  	
              to
                the Supplemental Interest Trust, any Swap Termination Payment owed
                to the
                Swap Provider in the event of a Swap Provider Trigger Event and the
                Swap
                Provider is a Defaulting Party or the sole Affected Party (as defined
                in
                the ISDA Master Agreement) not paid on prior Distribution Dates and
                to the
                extent not paid by the Securities Administrator from any upfront
                payment
                received pursuant to any replacement interest rate swap agreement
                that may
                be entered into by the Supplemental Interest Trust
                Trustee;

            


    

     

    
      	(22)  	
              to
                the Class X Certificates, the Class X Distribution Amount;
                and

            


    

     

    
      	(23)  	
              to
                the Class R Certificates, any remaining amount. It is not anticipated
                that
                any amounts will be distributed to the Class R Certificates under
                this
                clause (23).

            


    

     

    Notwithstanding
      the foregoing, distributions pursuant to clauses (2) through (20) above on
      any
      Distribution Date will be made after giving effect to payments received pursuant
      to the Swap Agreement and the Interest Rate Cap Agreement. 

     

    (iv)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Senior Certificates or a Class of Subordinate Certificates, on each Distribution
      Date the Securities Administrator shall make distributions to each Holder of
      a
      Senior Certificate or Subordinate Certificate of record on the preceding Record
      Date either by wire transfer in immediately available funds to the account
      of
      such holder at a bank or other entity having appropriate facilities therefor,
      if
      (i) such Holder has so notified the Securities Administrator at least five
      (5)
      Business Days prior to the related Record Date and (ii) such Holder shall hold
      Regular Certificates with aggregate principal denominations of not less than
      $1,000,000 or evidencing a Percentage Interest aggregating ten percent (10%)
      or
      more with respect to such Class or, if not, by check mailed by first class
      mail
      to such Certificateholder at the address of such holder appearing in the
      Certificate Register. Notwithstanding the foregoing, but subject to
      Section 10.02 hereof respecting the final distribution, distributions with
      respect to Senior Certificates and Subordinate Certificates registered in the
      name of a Depository shall be made to such Depository in immediately available
      funds.

     

    (v)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
      deducted from Interest Remittance Amount, and to the extent of any such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Certificateholders. On each Distribution Date, such amounts
      will be remitted to the Supplemental Interest Trust, first to make any Net
      Swap
      Trust Payment owed to the Swap Provider pursuant to the Swap Agreement for
      such
      Distribution Date, and second to make any Swap Termination Payment (not due
      to a
      Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date (to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Securities
      Administrator). Any Swap Termination Payment due as a result of the occurrence
      of a Swap Provider Trigger Event owed to the Swap Provider pursuant to the
      Swap
      Agreement will be subordinated to distributions to the Holders of the Senior
      Certificates and Subordinate Certificates and shall be paid as set forth in
      Section 5.04(a)(iii)(21).

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Swap Provider in respect of any Net Swap Payment
      then
      on deposit in the Supplemental Interest Trust in the following order of
      priority:

     

    (i)  concurrently
      to the Senior Certificates, on a pro
      rata
      basis,
      based on the entitlement of each such Class, in an amount equal to any Current
      Interest and any Carryforward Interest for such Class or Classes to the extent
      not covered by the Interest Remittance Amount on that Distribution Date and
      solely to the extent the amount of any Carryforward Interest is a result of
      the
      allocation of the interest portion of Realized Losses;

     

    (ii)  sequentially,
      to 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 and Class M-9 Certificates, in that order, in an amount equal
      to
      Current Interest and any Carryforward Interest for such Class or Classes to
      the
      extent not covered by the Interest Remittance Amount on that Distribution Date
      and solely to the extent the amount of any Carryforward Interest is as a result
      of the allocation of the interest portion of Realized Losses; 

     

    (iii)  sequentially,
      to 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 and Class M-9 Certificates, in an amount equal to any Deferred
      Amounts, for such Class or Classes, prior to giving effect to amounts available
      to be paid in respect of Deferred Amounts pursuant to Section
      5.04(iii);

     

    (iv)  to
      the
      holders of the Senior Certificates and Subordinate Certificates then entitled
      to
      receive distributions in respect of principal, in an amount necessary to
      maintain or restore the Targeted Overcollateralization Amount after taking
      into
      account distributions made pursuant to Section 5.04(iii)(1) in the manner and
      order of priority set forth in Section 5.04(iii)(1); 

     

    (v)  to
      pay
      the Senior Certificates and Subordinate Certificates as follows: first, to
      the
      Senior Certificates, on a pro
      rata
      basis
      based on the entitlement of each such Class, based on the aggregate amount
      of
      Basis Risk Shortfall Amounts for each such Class of Senior Certificates, and
      second, sequentially, to 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 and Class M-9 Certificates, in that order,
      any related Basis Risk Shortfall Amount for such Class or Classes on such
      Distribution Date but prior to making distributions in respect of any Basis
      Risk
      Shortfall Amounts distributable pursuant to paragraphs (11)-(20) of Section
      5.04(iii); and

     

    (vi)
       to
      the
      Class X Certificates, any remaining amounts.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received under the Interest Rate Cap Agreement on deposit in the
      Supplemental Interest Trust in the following order of priority:

     

    (i)  concurrently
      to the Senior Certificates, on a pro
      rata
      basis,
      based on the entitlement of each such Class, in an amount equal to any Current
      Interest and any Carryforward Interest for such Class or Classes to the extent
      not covered by the Interest Remittance Amount or Net Swap Payments paid by
      the
      Swap Provider on that Distribution Date and solely to the extent the amount
      of
      any Carryforward Interest is a result of the allocation of the interest portion
      of Realized Losses;

     

    (ii)  sequentially,
      to 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 and Class M-9 Certificates, in that order, in an amount equal
      to
      Current Interest and any Carryforward Interest for such Class or Classes to
      the
      extent not covered by the Interest Remittance Amount or Net Swap Payments paid
      by the Swap Provider on that Distribution Date and solely to the extent the
      amount of any Carryforward Interest is as a result of the allocation of the
      interest portion of Realized Losses; 

     

    (iii)  sequentially,
      to 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 and Class M-9 Certificates, in an amount equal to any Deferred
      Amounts, for such Class or Classes, prior to giving effect to amounts available
      to be paid in respect of Deferred Amounts pursuant to Section 5.04(iii) and
      after giving effect to any Net Swap Payment paid by the Swap Provider and
      available to pay Deferred Amounts;

     

    (iv)  to
      the
      holders of the Senior Certificates and Subordinate Certificates then entitled
      to
      receive distributions in respect of principal, in an amount necessary to
      maintain or restore the Targeted Overcollateralization Amount after taking
      into
      account distributions made pursuant to Section 5.04(iii)(1) and Net Swap
      Payments paid by the Swap Provider; 

     

    (v)  to
      pay
      the Senior Certificates and Subordinate Certificates as follows: first, to
      the
      Senior Certificates, on a pro
      rata
      basis,
      based on the entitlement of each such Class, based on the aggregate amount
      of
      Basis Risk Shortfall Amounts for each such Class of Senior Certificates
      remaining unpaid after taking into account any Net Swap Payment paid by the
      Swap
      Provider and available to pay Basis Risk Shortfalls, and second, sequentially,
      to 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 and Class M-9 Certificates, in that order, any related Basis
      Risk
      Shortfall Amount for such Class or Classes remaining unpaid after taking into
      account any Net Swap Payment paid by the Swap Provider and available to pay
      Basis Risk Shortfalls on such Distribution Date but prior to making
      distributions in respect of any Basis Risk Shortfall Amounts distributable
      pursuant to paragraphs (11)-(20) of Section 5.04(iii); and

     

    (vi)
       to
      the
      Class X Certificates, any remaining amounts.

     

    Section
      5.05  Allocation
      of Realized Losses.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Mortgage Loan that occurred
      during the immediately preceding calendar month, based solely on the reports
      delivered by the Servicers pursuant to this Agreement and the Servicing
      Agreement.

     

    (b)  The
      interest portion of Realized Losses on the Mortgage Loans shall be allocated
      to
      the Certificates as described in Section 1.02 hereof.

     

    (c)  The
      principal portion of all Realized Losses on the Mortgage Loans shall be
      allocated on each Distribution Date as follows: first, in reduction of Net
      Swap
      Payments paid by the Swap Provider under the Interest Rate Swap Agreement,
      payments made by the Interest Rate Cap Provider under the Interest Rate Cap
      Agreement and the Monthly Excess Cashflow for such Distribution date; second,
      to
      the Class X Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; third, to the Class M-9 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; fourth to the
      Class M-8 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; fifth, to the Class M-7 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; sixth, to the Class M-6
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; ninth,
      to the Class M-3 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; tenth, to the Class M-2 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; and eleventh,
      to
      the Class M-1 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero. All such Realized Losses to be allocated to the
      Certificate Principal Balances of the Classes of Subordinate Certificates on
      any
      Distribution Date shall be so allocated after the actual distributions to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Subordinate Certificates shall be to the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Subordinate
      Certificates on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to a Class X Certificate shall be made by reducing the amount otherwise
      payable in respect thereof pursuant to Section 5.04(a)(iii)(22). No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Senior Certificates or Class P Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (d)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      Servicers under this Agreement or the Servicing Agreement, as applicable, that
      any Subsequent Recoveries have been collected by a Servicer with respect to
      the
      Mortgage Loans, the amount of such Subsequent Recoveries will be applied to
      increase the Certificate Principal Balance of the Class of Subordinate
      Certificates with the highest payment priority to which Realized Losses on
      the
      Mortgage Loans have been allocated, but not by more than the amount of Realized
      Losses previously allocated to that Class of Subordinate Certificates pursuant
      to this Section 5.05. After the Certificate Principal Balances of any Class
      of Subordinate Certificates have been increased up to the amount of Realized
      Losses allocated thereto pursuant to this Section 5.05 to the extent that
      such Applied Loss Amounts have not been paid to such certificates as a Deferred
      Amount, any additional Subsequent Recoveries with respect to the Mortgage Loans
      will be applied to increase the Certificate Principal Balance of the remaining
      Subordinate Certificates, beginning with the Class of Subordinate Certificates
      with the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Certificates pursuant to this
      Section 5.05 but only to the extent that any such Applied Loss Amount has
      not been paid to any Class of Certificates as a Deferred Amount. Holders of
      such
      Certificates will not be entitled to any payment in respect of current interest
      on the amount of such increases for any Accrual Period preceding the
      Distribution Date on which such increase occurs. Any such increases shall be
      applied to the Certificate Principal Balance of each Class of Subordinate
      Certificate in accordance with its respective Percentage Interest. 

     

    (e)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Group
      I
      Mortgage Loans shall be allocated shall be allocated on each Distribution Date
      first, to REMIC I Regular Interest I until the Uncertificated Principal Balance
      has been reduced to zero, and second, to REMIC I Regular Interest I-1-A through
      REMIC I Regular Interest I-59-B, starting with the lowest numerical denomination
      until such REMIC I Regular Interest has been reduced to zero, provided that,
      for
      REMIC I Regular Interests with the same numerical denomination, such Realized
      Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests. All Realized Losses on the Group II Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC I Regular
      Interest II until the Uncertificated Principal Balance has been reduced to
      zero,
      and second, to REMIC I Regular Interest II-1-A through REMIC I Regular Interest
      II-59-B, starting with the lowest numerical denomination until such REMIC I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro
      rata
      between
      such REMIC I Regular Interests. 

     

    The
      REMIC
      II Marker Allocation Percentage of Realized Losses on the Mortgage Loans shall
      be allocated on each Distribution Date to the following REMIC II Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Accrued Interest payable to the REMIC II Regular Interest LT-AA and REMIC II
      Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC II Interest
      Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA and REMIC II Regular
      Interest LT-ZZ up to an aggregate amount equal to the REMIC II Principal Loss
      Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M9 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M9 has
      been
      reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M8 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M8 has been reduced to zero; fifth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M7 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M7 has been reduced to zero; sixth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M6
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M6 has been
      reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M5 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M5 has been reduced to zero; eighth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M4 has been reduced to zero; ninth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M3
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M3 has been
      reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M2 has been reduced to zero; and
      eleventh, to the Uncertificated Principal Balances of REMIC II Regular Interest
      LT-AA, REMIC II Regular Interest LT-M1 and REMIC II Regular Interest LT-ZZ,
      98%,
      1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC
      II
      Regular Interest LT-M1 has been reduced to zero.

     

    The
      REMIC
      II Sub WAC Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be applied after all distributions have been made on each Distribution
      Date first, so as to keep the Uncertificated Principal Balance of each REMIC
      II
      Regular Interest ending with the designation “GRP” equal to 0.01% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
      Group; second, to each REMIC II Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
      is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of
      the Mortgage Loans in the related Loan Group over (y) the current Certificate
      Principal Balance of the Senior Certificate in the related Loan Group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of Realized Losses shall be applied to such REMIC
      II
      Regular Interests such that the REMIC II Subordinated Balance Ratio is
      maintained); and third, any remaining Realized Losses shall be allocated to
      REMIC II Regular Interest LT-XX.

     

    Section
      5.06  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates, the Depositor, the Servicer and the
      Credit Risk Manager via its website a statement setting forth the following
      information for the Certificates:

     

    (i)  the
      Accrual Period and Distribution Date for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

    (iii)  with
      respect to each Loan Group, the total cash flows received and the general
      sources thereof;

     

    (iv)  the
      amount of the related distribution to Holders of each Class allocable to
      principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein, (B) the aggregate of all scheduled payments of
      principal included therein, (C) the Monthly Excess Interest with respect to
      the
      Certificates (if any) and (D) the amount of Prepayment Charges distributed
      to
      the Class P Certificates;

     

    (v)  the
      amount distributed to Holders of each Class on such Distribution Date allocable
      to interest;

     

    (vi)  the
      Certificate Principal Balance of each Class of Certificates, if applicable,
      after giving effect (i) to all distributions allocable to principal on such
      Distribution Date and (ii) the allocation of any Realized Losses for such
      Distribution Date;

     

    (vii)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date;

     

    (viii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicers pursuant to
      Section 5.02 of this Agreement or the Servicing Agreement, as applicable,
      or the Master Servicer pursuant to Section 4.14 of this
      Agreement;

     

    (x)  the
      cumulative amount of Realized Losses to date and, in addition, if the
      Certificate Principal Balance of any Class of Certificates have been reduced
      to
      zero, the cumulative amount of any Realized Losses that have not been allocated
      to any Class of Certificates;

     

    (xi)  the
      Overcollateralization Amount and the Senior Enhancement Percentage, any
      Overcollateralization Deficiency Amount and any Overcollateralization Release
      Amount for such Distribution Date

     

    (xii)  with
      respect to each Loan Group, the amount of any Prepayment Charges remitted by
      the
      Servicers;

     

    (xiii)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xiv)  with
      respect to each Loan Group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xv)  the
      number and aggregate principal balance of any Mortgage Loans that were (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (not including Liquidated Mortgage Loans as of the end of the related Prepayment
      Period) (1) one scheduled payment is delinquent, (2) two scheduled payments
      are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any Mortgage Loans in respect of which (A)
      one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
      (C) three or more scheduled payments are delinquent and (D) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and the Stated Principal Balance of, and Realized Loss
      on, such Mortgage Loan as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties in
      each
      Loan Group and the Mortgage Loans in the aggregate as of the close of business
      on the Determination Date preceding such Distribution Date;

     

    (xviii)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the Aggregate Loan Group Balance of the Mortgage Loans in a Loan Group
      that are sixty (60) days or more delinquent or are in bankruptcy or foreclosure
      or are REO Properties, and the denominator of which is the Aggregate Loan Group
      Balance of all of the Mortgage Loans in such Loan Group as of the last day
      of
      the related Due Period; 

     

    (xix)  the
      aggregate Servicing Fees received by the Servicers, the Master Servicing Fees,
      if any, received by the Master Servicer and the Credit Risk Manager Fees
      received by the Credit Risk Manager during the related Due Period;

     

    (xx)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxi)  the
      amount of any Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
      Reserve Fund after all deposits and withdrawals on such Distribution Date;
      

     

    (xxii)  amounts
      payable in respect of the Swap Agreement;

     

    (xxiii)  amounts
      payable in respect of the Interest Rate Cap Agreement; and

     

    (xxiv)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in
      effect.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer, the Swap Provider
      and
      the Interest Rate Cap Provider. The Securities Administrator will make available
      a copy of each statement provided pursuant to this Section 5.06 to each
      Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.06 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    
      Section
        5.07  REMIC
        Designations, REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI
        Allocations.

    

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC
      III,
      REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under
      Section 860D of the Code. Any inconsistencies or ambiguities in this
      Agreement or in the administration of this Agreement shall be resolved in a
      manner that preserves the validity of such REMIC elections. The REMIC I Regular
      Interests shall constitute the assets of REMIC II. The REMIC II Regular
      Interests shall constitute the assets of REMIC III. The Class X Interest shall
      constitute the only asset of REMIC IV. The Class P Interest shall constitute
      the
      only asset of REMIC V. The Class IO Interest shall constitute the only asset
      of
      REMIC VI. 

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Group I Regular Interests or withdrawn from
      the Distribution Account and distributed to the Holders of the Class R-I
      Interest, as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-59-B, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
      Interests for such Distribution Date, plus (B) any amounts payable in respect
      thereof remaining unpaid from previous Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC I Regular Interests I-1-A through I-59-B starting with the lowest
      numerical denomination until the Uncertificated Principal Balance of each such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro
      rata
      between
      such REMIC I Regular Interests; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date in May 2012 until $100 has been distributed pursuant to this
      clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Group II Regular Interests or withdrawn
      from
      the Distribution Account and distributed to the Holders of the Class R-I
      Interest, as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest II and REMIC I Regular Interest
      II-1-A through II-59-B, pro rata, in an amount equal to (A) Uncertificated
      Accrued Interest for such REMIC I Regular Interests for such Distribution Date,
      plus (B) any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: to REMIC I Regular
      Interest II, then to REMIC I Regular interests II-1-A through II-59-B starting
      with the lowest numerical denomination until the Uncertificated Principal
      Balance of each such REMIC I Regular Interest is reduced to zero, provided
      that,
      for REMIC I Regular Interests with the same numerical denomination, such
      payments of principal shall be allocated pro rata between such REMIC I Regular
      Interests.

     

    (d)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC II
      to
      REMIC III on account of the REMIC II Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-II Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and then to the Holders of REMIC II Regular Interest
      LT-AA, REMIC
      II
      Regular Interest LT-IA1,
      REMIC II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest LT-ZZ,
pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for each such REMIC
      II
      Regular Interest for such Distribution Date, plus (B) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates. Amounts payable
      as
      Uncertificated Accrued Interest in respect of REMIC II Regular Interest LT-ZZ
      shall be reduced and deferred when the REMIC II Overcollateralization Amount
      is
      less than the REMIC II Targeted Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the REMIC II Regular Interest LT-ZZ
      Maximum Interest Deferral Amount and such amount will be payable to the Holders
      of REMIC II Regular Interest LT-IA1, REMIC II Regular Interest LT-IIA1, REMIC
      II
      Regular Interest LT-IIA2, REMIC II Regular Interest LT-IIA3, REMIC II Regular
      Interest LT-IIA4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8 and REMIC II Regular Interest
      LT-M9 in the same proportion as the Overcollateralization Deficiency is
      allocated to the Corresponding Certificates and the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-ZZ shall be increased by such
      amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, other than the Holders of REMIC
      II
      Regular Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular
      Interest LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular
      Interest LT-XX, in an amount equal to the remainder of the REMIC II Marker
      Allocation Percentage of Interest Remittance Amount and the Principal Payment
      Amount for such Distribution Date after the distributions made pursuant to
      clause (i) above, allocated as follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under the proviso below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in May 2012 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-IA1, REMIC
      II
      Regular Interest LT-IIA1, REMIC II Regular Interest LT-IIA2, REMIC II Regular
      Interest LT-IIA3, REMIC II Regular Interest LT-IIA4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular
      Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest
      LT-M8
      and REMIC II Regular Interest LT-M9, 1% of and in the same proportion as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC II Regular Interests are reduced
      to zero and second, to the Holders of REMIC II Regular Interest LT-ZZ (other
      than amounts payable under the proviso below), until the Uncertificated
      Principal Balance of such REMIC II Regular Interest is reduced to zero;
      and

     

    (iii)  third,
      any remaining amount to the Holders of the Class R Certificates (in respect
      of
      the Class R-II Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular Interest
      LT-P, in that order and (ii) REMIC II Regular Interest LT-ZZ, respectively;
      provided that REMIC II Regular Interest LT-P shall not be reduced until the
      Distribution Date in May 2012, at which point such amount shall be distributed
      to REMIC II Regular Interest LT-P, until $100 has been distributed pursuant
      to
      this clause.

     

    (iv)  fourth,
      to the Holders of REMIC II Regular Interest LT-1SUB, REMIC II Regular Interest
      LT-1GRP, REMIC II Regular Interest LT-2SUB, REMIC II Regular Interest LT-2GRP
      and REMIC II Regular Interest LT-XX, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates; and

     

    (v)  fifth,
      to
      the Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of the REMIC II Sub WAC Allocation Percentage of the Interest Remittance Amount
      and the Principal Payment Amount for such Distribution Date after the
      distributions made pursuant to clause (iii) above, such that distributions
      of
      principal shall be deemed to be made to the REMIC II Regular Interests first,
      so
      as to keep the Uncertificated Principal Balance of each REMIC II Regular
      Interest ending with the designation “GRP” equal to 0.01% of the aggregate
      Stated Principal Balance of the Mortgage Loans in the related Loan Group;
      second, to each REMIC II Regular Interest ending with the designation “SUB,” so
      that the Uncertificated Principal Balance of each such REMIC II Regular Interest
      is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of
      the Mortgage Loans in the related Loan Group over (y) the current Certificate
      Principal Balance of the Senior Certificates in the related Loan Group (except
      that if any such excess is a larger number than in the preceding distribution
      period, the least amount of principal shall be distributed to such REMIC II
      Regular Interests such that the REMIC II Subordinated Balance Ratio is
      maintained); and third, any remaining principal to REMIC II Regular Interest
      LT-XX

     

    (e)  all
      amounts paid to the Class X Certificates shall be deemed to be distributed
      to
      the Class X Interest;

     

    (f)  all
      amounts paid to the Class P Certificates shall be deemed to be distributed
      to
      the Class P Interest; and

     

    (g)  all
      amounts paid to REMIC VI Regular Interest IO shall be deemed to be distributed
      to the Class IO Interest.

     

    Section
      5.08  Prepayment
      Charges.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from the Distribution Account and
      distributed by the Securities Administrator in accordance with the Remittance
      Report to the Class P Certificates and shall not be available for distribution
      to the holders of any other Class of Certificates. The payment of such
      Prepayment Charges shall not reduce the Certificate Principal Balance of the
      Class P Certificates. The Master Servicer shall not be responsible for
      calculating or otherwise verifying Prepayment Charge amounts.

     

    Section
      5.09  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, NA, as Securities
      Administrator, for the benefit of Nomura Home Equity Loan, Inc., Home Equity
      Loan Trust 2007-3 Class P Certificate Account”. On the Closing Date, the
      Depositor will deposit, or cause to be deposited in the Class P Certificate
      Account $100.00. The amount on deposit in the Class P Certificate Account shall
      be held uninvested. On the May 2012 Distribution Date, the Securities
      Administrator shall withdraw the amount on deposit in the Class P Certificate
      Account and remit such amount to the Holders of the Class P Certificates, in
      reduction of the Certificate Principal Balance thereof. 

     

    Section
      5.10  [Reserved].

     

    Section
      5.11  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Senior Certificates and the Subordinate
      Certificates. The Basis Risk Shortfall Reserve Fund must be an Eligible Account.
      The Basis Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall
      Reserve Fund, HSBC Bank USA, National Association, as Trustee for the benefit
      of
      holders of Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2007-3, Class I-A-1, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4,
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8 and Class M-9 Certificates”. On the Closing Date, the Depositor will
      deposit, or cause to be deposited, into the Basis Risk Shortfall Reserve Fund
      $1,000. On each Distribution Date as to which there is a Basis Risk Shortfall
      payable to any Class of Certificates, the Securities Administrator shall deposit
      the amounts pursuant to paragraphs (11) through (20) of
      Section 5.04(a)(iii) into the Basis Risk Shortfall Reserve Fund and the
      Securities Administrator has been directed by the Class X Certificateholder
      to
      distribute such amounts to the Holders of the Senior Certificates and
      Subordinate Certificates in the amounts and priorities set forth in
      Section 5.04(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
      Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not
      an asset of any REMIC. The Securities Administrator on behalf of the Trust
      shall
      be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class X
      Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
      Reserve Fund, subject to the power of the Securities Administrator to transfer
      amounts under Section 5.04(a)(iii). Amounts in the Basis Risk Shortfall
      Reserve Fund shall be held either uninvested in a trust or deposit account
      of
      the Securities Administrator with no liability for interest or other
      compensation thereof or, at the written direction of the Majority Class X
      Certificateholder, be invested in Permitted Investments that mature no later
      than the Business Day prior to the next succeeding Distribution Date. All net
      income and gain from such investments shall be distributed to the Majority
      Class
      X Certificateholder, not as a distribution in respect of any interest in any
      REMIC, on such Distribution Date. All amounts earned on amounts on deposit
      in
      the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Basis Risk Shortfall Reserve Fund by the Majority Class X Certificateholder
      out
      of its own funds immediately as realized. In the event that the Majority Class
      X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Senior Certificates and Subordinate Certificates
      to
      receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
      Basis Risk Shortfall shall
      be
      zero dollars ($0.00).

     

    Section
      5.12  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Senior Certificates and Subordinate Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust shall be an Eligible Account, and funds
      on deposit therein shall be held separate and apart from, and shall not be
      commingled with, any other moneys, including, without limitation, other moneys
      of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Sections 5.04(a)(i)(1),
      5.04(a)(ii)(I)(A), 5.04(a)(ii)(II)(A) and 5.04(a)(iii)(21) of this Agreement.
      On
      each Distribution Date, the Securities Administrator shall distribute any such
      amounts to the Swap Provider pursuant to the Swap Agreement, first to pay any
      Net Swap Payment owed to the Swap Provider for such Distribution Date, and
      second to pay any Swap Termination Payment owed to the Swap Provider. For the
      avoidance of doubt, any upfront payment (an “Upfront Payment”) paid by the Swap
      Provider on the Closing Date shall not be an asset of the Supplemental Interest
      Trust. The Securities Administrator shall remit any such Upfront Payment to
      the
      Sponsor on the first Distribution Date.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider.
      On
      each Distribution Date, the Securities Administrator shall distribute from
      the
      Supplemental Interest Trust an amount equal to the amount of any Net Swap
      Payment received from the Swap Provider under the Swap Agreement, and make
      the
      distributions required under Section 5.04(b) of this Agreement. 

     

    (d)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Interest Rate Cap
      Provider. On each Distribution Date, the Securities Administrator shall
      distribute from the Supplemental Interest Trust an amount equal to any amounts
      paid under the Interest Rate Cap Agreement on deposit in the Supplemental
      Interest Trust, and make the distributions required under Section 5.04(c) of
      this Agreement.

     

    (e)  On
      each
      Distribution Date, the Securities Administrator will make payments to the Senior
      Certificates and Subordinate Certificates in respect of Basis Risk Shortfalls
      remaining after taking into accounts amounts paid under the Swap Agreement
      and
      the Interest Rate Cap Agreement and available for this purpose, in the following
      manner and order of priority: first, concurrently to the Senior Certificates,
      on
      a pro
      rata
      basis,
      based on the entitlement of each such Class, the amount of any Basis Risk
      Shortfalls allocated to such Class for such Distribution Date; second, to the
      Class M-1 Certificates, the amount of any Basis Risk Shortfall allocated to
      such
      Class for such Distribution Date for such Class; third, to the Class M-2
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; fourth, to the Class M-3 Certificates,
      the amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date for such Class; fifth, to the Class M-4 Certificates, the
      amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date; sixth, to the Class M-5 Certificates, the amount of any
      Basis
      Risk Shortfalls allocated to such Class for such Distribution Date; seventh,
      to
      the Class M-6 Certificates, the amount of any Basis Risk Shortfall allocated
      to
      such Class for such Distribution Date for such Class; eighth, to the Class
      M-7
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; ninth, to the Class M-8 Certificates,
      the
      amount of any Basis Risk Shortfall allocated to such Class for such Distribution
      Date for such Class; and tenth, to the Class M-9 Certificates, the amount of
      any
      Basis Risk Shortfall allocated to such Class for such Distribution Date for
      such
      Class.

     

    (f)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class X Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the holder of the Majority Class X Certificateholder,
      invest amounts on deposit in the Supplemental Interest Trust in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      X
      Certificates.

     

    (g)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Sections 5.04(a)(i)(1), 5.04(a)(ii)(I)(A)
      and
      5.04(a)(ii)(II)(A) (other than any Swap Termination Payments) shall first be
      deemed paid to the Supplemental Interest Trust in respect of the Class IO
      Interest to the extent of the amount distributable on such Class IO Interest
      on
      such Distribution Date, and any remaining amount shall be deemed paid to the
      Supplemental Interest Trust in respect of a Class IO Distribution Amount. For
      federal income tax purposes, the Supplemental Interest Trust will be a
      disregarded entity.

     

    (h)  The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class X, Class R and Class R-X Certificates) as having entered into
      a
      notional principal contract with respect to the Holders of the Class X
      Certificates. Pursuant to each such notional principal contract, all Holders
      of
      Certificates (other than the Class P, Class X, Class R and Class R-X
      Certificates) shall be treated as having agreed to pay, on each Distribution
      Date, to the Holder 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
      REMIC
      III Regular Interest ownership of which is represented by such Class of
      Certificates over (ii) the amount payable on such Class of Certificates on
      such
      Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO
      Distribution Amount payable from interest collections shall be allocated
pro
      rata
      among
      such Certificates based on the amount of interest otherwise payable to such
      Certificates, and a Class IO Distribution Amount payable from principal
      collections shall be allocated to the most subordinate Class of such
      Certificates with an outstanding principal balance to the extent of such
      balance. In addition, pursuant to such notional principal contract, the Holder
      of the Class X Certificates shall be treated as having agreed to pay Basis
      Risk
      Shortfalls to the Holders of the Certificates (other than the Class P, Class
      X,
      Class R and Class R-X Certificates) in accordance with the terms of this
      Agreement. Any payments to such Certificates from amounts deemed received in
      respect of this notional principal contract shall not be payments with respect
      to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
      However, any payment from the Certificates (other than the Class P, Class X,
      Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
      be
      treated for tax purposes as having been received by the Holders of such
      Certificates in respect of the REMIC III Regular Interest ownership of which
      is
      represented by such Certificates, and as having been paid by such Holders to
      the
      Supplemental Interest Trust pursuant to the notional principal contract. Thus,
      each Certificate (other than the Class P Certificates, Class R Certificates
      and
      Class R-X Certificates) shall be treated as representing not only ownership
      of a
      Regular Interest in REMIC III, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    (i)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Senior and Subordinate Certificates to receive payments
      from
      the Supplemental Interest Trust for federal tax return and information reporting
      not later than the December 31, 2007.

     

    (j)  Upon
      a
      Swap Early Termination (as defined in the Swap Agreement) other than in
      connection with the optional termination of the Trust Fund, the Trustee will
      use
      reasonable efforts to appoint a successor swap provider to enter into a new
      Swap
      Agreement on terms substantially similar to the Swap Agreement, with a successor
      swap provider meeting all applicable eligibility requirements. If the Securities
      Administrator receives a Swap Termination Payment from the Swap Provider in
      connection with such Swap Early Termination, the Securities Administrator will
      apply such Swap Termination Payment to any upfront payment required to appoint
      the successor swap provider. If the Securities Administrator is required to
      pay
      a Swap Termination Payment to the Swap Provider in connection with such Swap
      Early Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination
      Payment.

     

    If
      the Trustee is unable to appoint a successor swap provider within thirty (30)
      days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Swap Provider
      into a separate, non-interest bearing reserve account and will, on each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the Net Swap Payment, if any, that
      would have been paid to the Securities Administrator by the original Swap
      Provider calculated in accordance with the terms of the original Swap Agreement,
      and distribute such amount in accordance with the terms of this
      Agreement.

     

    (k)  Upon
      an
      Interest Rate Cap Agreement Early Termination (as defined in the Interest Rate
      Cap Agreement) other than in connection with the optional termination of the
      trust, the Trustee will use reasonable efforts to appoint a successor interest
      rate cap provider to enter into a new interest rate cap agreement on terms
      substantially similar to the interest rate cap agreement, with a successor
      interest rate cap provider meeting all applicable eligibility requirements.
      The
      Securities Administrator will apply any Interest Rate Cap Agreement Termination
      Payment received from the original Interest Rate Cap Provider in connection
      with
      such Interest Rate Cap Agreement Early Termination to the upfront payment
      required to appoint the successor interest rate cap provider. 

     

    If
      the Trustee is unable to appoint a successor interest rate cap provider within
      30 days of the Interest Rate Cap Agreement Early Termination, then the
      Securities Administrator will deposit any Interest Rate Cap Agreement
      Termination Payment received from the original Interest Rate Cap Provider into
      a
      separate, non-interest bearing reserve account and will, on each subsequent
      Distribution Date, withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the payment, if any, that would have been
      paid to the Securities Administrator by the original Interest Rate Cap Provider
      calculated in accordance with the terms of the original Interest Rate Cap
      Agreement, and distribute such amount in accordance with the terms of the
      Pooling and Servicing Agreement.

     

    (l)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Swap Agreement (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that any Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Supplemental Interest Trust
      Trustee shall, promptly following actual notice of such failure, breach or
      event, notify the Depositor and send any notices and make any demands, on behalf
      of the Supplemental Interest Trust, required to enforce the rights of the
      Supplemental Interest Trust under the Swap Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Swap Guaranty” and
      such third party the “Swap Guarantor”), then to the extent that the Swap
      Provider fails to make any payment by the close of business on the day it is
      required to make payment under the terms of the Swap Agreement, the Supplemental
      Interest Trust Trustee shall, promptly following actual notice of the Swap
      Provider’s failure to pay, demand that the Swap Guarantor make any and all
      payments then required to be made by the Swap Guarantor pursuant to such Swap
      Guaranty; provided, that the Supplemental Interest Trust Trustee shall in no
      event be liable for any failure or delay in the performance by the Swap Provider
      or any Swap Guarantor of its obligations hereunder or pursuant to the Swap
      Agreement and the Swap Guaranty, nor for any special, indirect or consequential
      loss or damage of any kind whatsoever (including but not limited to lost
      profits) in connection therewith.

     

    In
      the
      event that the Interest Rate Cap Provider fails to perform any of its
      obligations under the Interest Rate Cap Agreement (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Interest Rate Cap Agreement) occurs with respect to
      the
      Interest Rate Cap Agreement, the Supplemental Interest Trust Trustee shall,
      promptly following actual notice of such failure, breach or event, notify the
      Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, required to enforce the rights of the Supplemental
      Interest Trust under the Interest Rate Cap Agreement. 

     

    In
      the
      event that the Interest Rate Cap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Cap Agreement (such
      guaranty the “Interest Rate Cap Guaranty” and such third party the “Interest
      Rate Cap Guarantor”), then to the extent that the Interest Rate Cap Provider
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Interest Rate Cap Agreement, the
      Supplemental Interest Trust Trustee shall, promptly following actual notice
      of
      the Interest Rate Cap Provider’s failure to pay, demand that the Interest Rate
      Cap Guarantor make any and all payments then required to be made by the Interest
      Rate Cap Guarantor pursuant to such Interest Rate Cap Guaranty; provided, that
      the Supplemental Interest Trust Trustee shall in no event be liable for any
      failure or delay in the performance by the Interest Rate Cap Provider or any
      Interest Rate Cap Guarantor of its obligations hereunder or pursuant to the
      Interest Rate Cap Agreement and the Interest Rate Cap Guaranty, nor for any
      special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits) in connection
      therewith.

     

    Section
      5.13  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Senior Certificate or Subordinate
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Basis
      Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of
      any
      Basis Risk Shortfalls or the obligation to make payments to the Supplemental
      Interest Trust. For federal income tax purposes, the Securities Administrator
      will account for payments to each Senior Certificate and Subordinate Certificate
      as follows: each Senior Certificate and Subordinate Certificate will be treated
      as receiving their entire payment from REMIC III (regardless of any Swap
      Termination Payment or obligation under the Swap Agreement) and subsequently
      paying their portion of any Swap Termination Payment in respect of each such
      Class’ obligation under the Swap Agreement. In the event that any such Class is
      resecuritized in a REMIC, the obligation under the Swap Agreement to pay any
      such Swap Termination Payment (or any shortfall in Net Swap Payment), will
      be
      made by one or more of the REMIC Regular Interests issued by the
      resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its
      full payment from any such Senior Certificate and Subordinate Certificate.
      Resecuritization of any Senior Certificate and Subordinate Certificate in a
      REMIC will be permissible only if the Securities Administrator hereunder is
      the
      trustee/securities administrator in such resecuritization.

     

    The
      REMIC
      Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the Maximum Cap of that REMIC regular interest
      will
      equal the applicable Net Funds Cap computed for this purpose by limiting the
      Notional Amount of the Swap Agreement to the aggregate Stated Principal Balance
      of the Mortgage Loans and (ii) any Swap Termination Payment will be treated
      as
      being payable solely from amounts otherwise payable to the Class X Certificates.
      As a result of the foregoing, the amount of distributions and taxable income
      on
      the REMIC Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate may exceed the actual amount of distributions on the Senior
      Certificate and Subordinate Certificate.

     

    Section
      5.14  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)
      For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. 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 to the Depositor and the Securities Administrator by the entity
      indicated on Exhibit N and approved by the Depositor pursuant to the following
      paragraph. The Securities Administrator will have no duty or liability for
      any
      failure hereunder to determine or prepare any Additional Form 10-D Disclosure,
      except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, within five (5) calendar days after the related
      Distribution Date, (i) each Transaction Party shall be required to provide
      to
      the Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an
“Additional
      Disclosure Notification”)
      and
      (ii) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
      The Depositor will be responsible for any reasonable fees and expenses assessed
      or incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall 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 (2) Business
      Days
      after receipt of such copy, but no later than the twelfth (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, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D. If a Form
      10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Securities Administrator will follow the procedures set forth in Section
      5.14(d)(ii). Promptly (but no later than one (1) Business Day) after filing
      with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (b)  Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator as of the date hereof that the
      Depositor has (1) filed all such required reports that (a) the Depositor has
      undertaken to file on its own behalf or (b) relate to other securitization
      transactions of the Depositor for which Wells Fargo Bank, National Association,
      in its capacity as Securities Administrator or similar capacity, does not have
      the exclusive obligation to prepare and file during the preceding 12 months;
      provided, however, that the Depositor shall not be obligated to make such
      representation with respect to any filings made by the Securities Administrator
      on behalf of the Depositor, and (2) that it has been subject to such filing
      requirement for the past 90 days. The Depositor shall notify the Securities
      Administrator in writing, no later than the fifth calendar day after the related
      Distribution Date with respect to the filing of a report on Form 10-D and no
      later than March 15th with respect to the filing of a report on Form 10-K,
      if
      the answer to the questions should be “no”. The Securities Administrator shall
      be entitled to rely on such representations in preparing, executing and/or
      filing any such report.

     

    (c)  (i)
      For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on Exhibit
      N
      hereto under the caption “Form 8-K Disclosure Information” or such other event
      requiring disclosure on Form 8-K (each such event, a “Reportable
      Event”),
      or if
      requested by the Depositor, and subject to receipt of such information by the
      Securities Administrator from the entity indicated on Exhibit N as the
      responsible party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

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

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third (3rd) 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, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.14(d)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website a final executed copy of each Form
      8-K that it has filed. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.14(c) related to the timely preparation, execution
      and filing of Form 8-K is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Agreement.
      Neither the Master Servicer nor the Securities Administrator shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 8-K,
      where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

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

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(c) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (e)  (i)
      For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      ninety (90) days after the end of each calendar year or such earlier date as
      may
      be required by the Exchange Act (the “10-K
      Filing Deadline”),
      (it
      being understood that the fiscal year for the Trust Fund ends on December 31
      of
      each year) 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) the annual
      statements of compliance as described under Section 3.13 and the Custodial
      Agreement, (ii)(A) the annual reports on assessment of compliance with servicing
      criteria for each Reporting Party, as described under Section 3.14 and the
      Custodial Agreement, and (B) if any Reporting Party’s report on assessment of
      compliance with servicing criteria described under Section 3.14 identifies
      any
      material instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement, and
      (B) if any registered public accounting firm attestation report described under
      Section 3.14 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.18. Any disclosure or information in addition to (i) through (iv)
      above that is required to be included on Form 10-K as set forth on Exhibit
      N
      under Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the parties
      set
      forth on Exhibit N, and shall be approved by the Depositor pursuant to the
      following paragraph. The Securities Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure, except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
      (i) each Transaction Party shall be required to provide to the Securities
      Administrator and to the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Depositor. Within three (3)
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.14(d)(ii).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K to be filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.14(e) related to the timely preparation, execution and filing of
      Form
      10-K is contingent upon such parties (and any Servicing Function Participant)
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 5.14(e), Section 3.13, Section 3.14 and Section 3.18. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (f)  The
      Servicers, the Master Servicer, the Depositor, the Custodian, the Sponsor and
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of such party’s obligations under this Section 5.14 or
      such party’s negligence, bad faith or willful misconduct in connection
      therewith. 

     

    (g)  Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Section 5.14 or Sections 3.13, 3.14 or 3.18 shall be delivered
      by the Securities Administrator by facsimile and electronic mail to Juliet
      Buck,
      Esq. at (646) 587-9817 and jbuck@us.nomura.com,
      with a
      copy to John Graham at (646) 587-9592 and jgraham@us.nomura.com
      and a
      copy to N. Dante LaRocca at (646) 587-9804 and dlarocca@us.nomura.com.

     

    (h)  Notwithstanding
      the provisions of Section 11.01, this Section 5.14 may be amended without the
      consent of the Certificateholders.

     

    Section
      5.15  Derivatives
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under each of the Derivatives Agreements (the “Derivatives
      Custodian”). 

     

    On
      or
      after the Closing Date, the Derivatives Custodian shall establish a Derivatives
      Collateral Account (the “Derivatives Collateral Account”). The Derivatives
      Collateral Account shall be held in the name of the Derivatives Custodian in
      trust for the benefit of the Holders of the Asset-Backed Certificates, Series
      2007-3. The Derivatives Collateral Account must be an Eligible Account and
      shall
      be entitled “Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2007-3, Asset-Backed Certificates, Series 2007-3, Derivatives Collateral
      Account, Securities Administrator, as Derivatives Custodian for the benefit
      of
      holders of Asset-Backed Certificates, Series 2007-3.” 

     

    The
      Derivatives Custodian shall credit to the Derivatives Collateral Account all
      collateral (whether in the form of cash or securities) posted by the Derivatives
      Provider to secure the obligations of the Derivatives Provider in accordance
      with the terms of the related Derivatives Agreement. Except for investment
      earnings, the Derivatives Provider shall not have any legal, equitable or
      beneficial interest in the Derivatives Collateral Account other than in
      accordance with this Agreement, the Swap Agreement, the Interest Rate Cap
      Agreement, and applicable law. The Derivatives Custodian shall maintain and
      apply all collateral and earnings thereon on deposit in the Derivatives
      Collateral Account in accordance with related Derivatives Credit Support
      Annex.

     

    Cash
      collateral posted by the Derivatives Provider in accordance with the related
      Derivatives Credit Support Annex shall be invested at the direction of the
      Derivatives Provider in Permitted Investments in accordance with the
      requirements of the related Derivatives Credit Support Annex. In the absence
      of
      such direction, such amounts shall remain uninvested. All amounts earned on
      amounts on deposit in the Derivatives Collateral Account (whether cash
      collateral or securities) shall be for the account of and taxable to the
      Derivatives Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      related Derivatives Agreement) with respect to a Derivatives Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the
      related Derivatives Agreement) as a result of any such Event of Default or
      Specified Condition with respect to such Derivatives Provider, and, in either
      such case, unless such Derivatives Provider has paid in full all of its
      Obligations (as defined in the related Derivatives Credit Support Annex) that
      are then due, then any collateral posted by the Derivatives Provider in
      accordance with the related Derivatives Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the related
      Derivatives Agreement) in accordance with the related Derivatives Credit Support
      Annex. Any excess amounts held in such Derivatives Collateral Account after
      payment of all amounts owing to Party B under the related Derivatives Agreement
      shall be withdrawn from the Derivatives Collateral Account and paid to the
      related Derivatives Provider in accordance with the related Derivatives Credit
      Support Annex. 

     

    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-5. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      	
              Class

            	
              Minimum
                Denomination

            	
              Integral
                Multiple in Excess of Minimum

            	
              Original
                Certificate Principal Balance

            	
              Pass-Through
                Rate

            
	
              I-A-1

            	
              $25,000

            	
              $1

            	
              $245,105,000.00

            	
              Class
                I-A-1 Pass-Through Rate

            
	
              II-A-1

            	
              $25,000

            	
              $1

            	
              $423,527,000.00

            	
              Class
                II-A-1 Pass-Through Rate

            
	
              II-A-2

            	
              $25,000

            	
              $1

            	
              $47,706,000.00

            	
              Class
                II-A-2 Pass-Through Rate

            
	
              II-A-3

            	
              $25,000

            	
              $1

            	
              $116,569,000.00

            	
              Class
                II-A-3 Pass-Through Rate

            
	
              II-A-4

            	
              $25,000

            	
              $1

            	
              $6,233,000.00

            	
              Class
                II-A-4 Pass-Through Rate

            
	
              M-1

            	
              $25,000

            	
              $1

            	
              $52,088,000.00

            	
              Class
                M-1 Pass-Through Rate

            
	
              M-2

            	
              $25,000

            	
              $1

            	
              $46,365,000.00

            	
              Class
                M-2 Pass-Through Rate

            
	
              M-3

            	
              $25,000

            	
              $1

            	
              $28,620,000.00

            	
              Class
                M-3 Pass-Through Rate

            
	
              M-4

            	
              $25,000

            	
              $1

            	
              $25,186,000.00

            	
              Class
                M-4 Pass-Through Rate

            
	
              M-5

            	
              $25,000

            	
              $1

            	
              $24,041,000.00

            	
              Class
                M-5 Pass-Through Rate

            
	
              M-6

            	
              $25,000

            	
              $1

            	
              $20,034,000.00

            	
              Class
                M-6 Pass-Through Rate

            
	
              M-7

            	
              $25,000

            	
              $1

            	
              $20,034,000.00

            	
              Class
                M-7 Pass-Through Rate

            
	
              M-8

            	
              $25,000

            	
              $1

            	
              $18,889,000.00

            	
              Class
                M-8 Pass-Through Rate

            
	
              M-9

            	
              $25,000

            	
              $1

            	
              $15,454,000.00

            	
              Class
                M-9 Pass-Through Rate

            
	
              X

            	
              $1

            	
              $1

            	
              $54,951,764.92

            	
              Class
                X Pass-Through Rate

            
	
              P

            	
              $1

            	
              $1

            	
              $100.00

            	
              N/A

            
	
              R

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              R-X

            	
              N/A

            	
              N/A

            	
              N/A

            	
              N/A

            


    

    


    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates. The Residual
      Certificates will be issued in the form of Definitive Certificates.

     

    
      Section
        6.02  Certificate
        Register; Registration of Transfer and Exchange of Certificates.

    

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      Transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      Transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    If
      any
      Certificate Owner that is required under this Section 6.02(b) to transfer its
      Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
      the
      Securities Administrator of such transfer or exchange and (ii) transfers such
      Book-Entry Certificates to the Securities Administrator, in its capacity as
      such, through the book-entry facilities of the Depository, then the Securities
      Administrator shall decrease the balance of such Book-Entry Certificates or,
      the
      Securities Administrator shall use reasonable efforts to cause the surrender
      to
      the Certificate Registrar of such Book-Entry Certificates by the Depository,
      and
      thereupon, the Securities Administrator shall execute, authenticate and deliver
      to such Certificate Owner or its designee one or more Definitive Certificates
      in
      authorized denominations and with a like aggregate principal
      amount.

     

    Further,
      any Certificate Owner of a Book-Entry Certificate other than any such “qualified
      institutional buyers” shall notify the Securities Administrator of its status as
      such and shall transfer such Book-Entry Certificate to the Securities
      Administrator, through the book-entry facilities of the Depository, whereupon,
      and also upon surrender to the Securities Administrator of such Book-Entry
      Certificate by the Depository, (which surrender the Securities Administrator
      shall use reasonable efforts to cause to occur), the Securities Administrator
      shall execute, authenticate and deliver to such Certificate Owner or such
      Certificate Owner’s nominee one or more Definitive Certificates in authorized
      denominations and with a like aggregate principal amount.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor, the Trustee or
      the
      Servicer to any obligation in addition to those expressly undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor, the Servicer or the Trustee. Notwithstanding
      anything else to the contrary herein, any purported transfer of an ERISA
      Restricted Certificate to or on behalf of an employee benefit plan subject
      to
      Section 406 of ERISA and/or a plan subject to Section 4975 of the Code
      other than in compliance with the foregoing shall be void and of no effect;
      provided that the restriction set forth in this sentence shall not be applicable
      if there has been delivered to the Securities Administrator an Opinion of
      Counsel meeting the requirements of clause (ii) of the first sentence of this
      paragraph. The Securities Administrator shall not be under any liability to
      any
      Person for any registration of transfer of any ERISA Restricted Certificate
      that
      is in fact not permitted by this Section 6.02(b) or for making any payments
      due on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement. The Securities
      Administrator shall be entitled, but not obligated, to recover from any Holder
      of any ERISA Restricted Certificate that was in fact an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of
      the Code or a Person acting on behalf of any such plan at the time it became
      a
      Holder or, at such subsequent time as it became such a plan or Person acting
      on
      behalf of such a plan, all payments made on such ERISA Restricted Certificate
      at
      and after either such time. Any such payments so recovered by the Securities
      Administrator shall be paid and delivered by the Securities Administrator to
      the
      last preceding Holder of such Certificate that is not such a plan or Person
      acting on behalf of a plan.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Publicly Offered Certificate or any interest therein, shall be deemed
      to
      have represented, by virtue of its acquisition or holding of the Publicly
      Offered Certificate or interest therein, that either (i) it is not a Plan or
      (ii)(A) it is an accredited investor within the meaning of Prohibited
      Transaction Exemption 2007-05, as amended from time to time (the “Exemption”)
      and (B) the acquisition and holding of such Certificate and the separate right
      to receive payments from the Supplemental Interest Trust are eligible for the
      exemptive relief available under Prohibited Transaction Class Exemption (“PTCE”)
      84-14 (for transactions by independent “qualified professional asset managers”),
      91-38 (for transactions by bank collective investment funds), 90-1 (for
      transactions by insurance company pooled separate accounts), 95-60 (for
      transactions by insurance company general accounts) or 96-23 (for transactions
      effected by “in-house asset managers”) in the case of a Publicly Offered
      Certificate.

     

    Each
      beneficial owner of a Subordinate Certificate or any interest therein that
      is
      acquired after the termination of the Supplemental Interest Trust shall be
      deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a Plan or investing
      with “Plan Assets”, (ii) it has acquired and is holding such certificate in
      reliance on the Exemption, and that it understands that there are certain
      conditions to the availability of the Exemption, including that the certificate
      must be rated, at the time of purchase, not lower than “BBB-“ (or its
      equivalent) by S&P, Fitch Ratings, Moody’s, Dominion Bond Rating Service
      Limited (known as DBRS Limited) or Dominion Bond Rating Service, Inc. (known
      as
      DBRS, Inc.) and the certificate is so rated or (iii) (1) it is an insurance
      company, (2) the source of funds used to acquire or hold the certificate or
      interest therein is an “insurance company general account,” as such term is
      defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
      conditions in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate, or any interest therein, is acquired or held in violation of this
      section 6.02(b), 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 a Certificate, or interest therein, was effected
      in
      violation of this Section shall indemnify to the extent permitted by law and
      hold harmless the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator, the Servicers, the Underwriters and the Trustee from and against
      any and all liabilities, claims, costs or expenses incurred by such parties
      as a
      result of such acquisition or holding.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (A)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trustee shall require delivery to it, and shall not register
      the Transfer of any Residual Certificate until its receipt of, an affidavit
      and
      agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as
      Exhibit D) from the proposed Transferee, in form and substance satisfactory
      to
      the Securities Administrator, representing and warranting, among other things,
      that such Transferee is a Permitted Transferee, that it is not acquiring its
      Ownership Interest in the Residual Certificate that is the subject of the
      proposed Transfer as a nominee, trustee or agent for any Person that is not
      a
      Permitted Transferee, that for so long as it retains its Ownership Interest
      in a
      Residual Certificate, it will endeavor to remain a Permitted Transferee, and
      that it has reviewed the provisions of this Section 6.02(c) and agrees to
      be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit E)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(c), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(c)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(c) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(c) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In
      addition, (i) with respect to each Class R Certificate, the holder thereof
      may
      exchange, in the manner described above, such Class R Certificate for three
      separate certificates, each representing such holder's respective Percentage
      Interest in the Class R-I Interest, the Class R-II Interest and the Class R-III
      Interest, respectively, in each case that was evidenced by the Class R
      Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
      the holder thereof may exchange, in the manner described above, such Class
      R-X
      Certificate for three separate certificates, each representing such holder's
      respective Percentage Interest in the Class R-IV Interest, the Class R-V
      Interest and the Class R-VI Interest, respectively, in each case that was
      evidenced by the Class R-X Certificate being exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

     

    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICERS AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, the Servicers and the Master Servicer.

     

    Each
      of
      the Depositor, the Servicers and the Master Servicer shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      upon and undertaken by it herein.

     

    
      Section
        7.02  Merger
        or Consolidation of the Depositor, the Servicers or the Master
        Servicer.

    

     

    (a)  Each
      of
      the Depositor and each Servicer will keep in full force and effect its rights
      and franchises as a corporation or a limited liability company (or other entity
      resulting from merger, conversion, or consolidation to the extent permitted
      under this Section 7.02), as applicable, under the laws of the state of its
      formation, and
      will
      obtain and preserve its qualification to do business as a foreign corporation,
      limited liability company, or other such entity in each jurisdiction in which
      such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.
      The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a national banking association, and will obtain and preserve
      its
      qualification to do business as a foreign corporation in each jurisdiction
      in
      which such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, any Servicer or the Master Servicer may be merged or consolidated,
      or
      any person resulting from any merger or consolidation to which the Depositor,
      such Servicer or the Master Servicer shall be a party, or any Person succeeding
      to the business of the Depositor, such Servicer or the Master Servicer shall
      be
      the successor of the Depositor, such Servicer or the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding, provided
      that any Successor Servicer shall have represented that it meets the eligibility
      criteria set forth in Section 8.02.

     

    
      Section
        7.03  Indemnification
        by Depositor, the Servicers and Servicing Function Participants.

    

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation and the termination of this Agreement.

     

    (b)  Each
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including pending or threatened claim or legal action) relating to such
      Servicer’s gross negligence in the performance of its duties under this
      Agreement or failure to service the related Mortgage Loans in material
      compliance with the terms of this Agreement or for a material breach of any
      representation or warranty of such Servicer contained herein. Each Servicer
      shall immediately notify the Trustee if a claim relating to the preceding
      sentence is made by a third party with respect to this Agreement or the related
      Mortgage Loans for which such Servicer is required to provide indemnification
      pursuant to this Section 7.03(b), assume (with the consent of the Trustee and
      with counsel reasonably satisfactory to the Trustee) the defense of any such
      claim and, subject to Section 7.04(e), pay all expenses in connection therewith,
      including counsel fees, and promptly appeal or pay, discharge and satisfy any
      final, non-appealable judgment or decree which may be entered against it or
      any
      Indemnified Person in respect of such claim, but failure to so notify the
      Trustee shall not limit the Servicer’s obligations hereunder. Each Servicer
      agrees that it will not enter into any settlement of any such claim without
      the
      consent of the Indemnified Persons unless such settlement includes an
      unconditional release of such Indemnified Persons from all liability that is
      the
      subject matter of such claim. The provisions of this Section 7.03(b) shall
      survive termination of this Agreement.

     

    (c)  Each
      of
      the Depositor, Master Servicer, Securities Administrator and any Servicing
      Function Participant engaged by such party, respectively, shall indemnify and
      hold harmless the Master Servicer, the Securities Administrator and the
      Depositor, respectively, and each of the other parties to this Agreement and
      its
      respective 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 under hereunder, including particularly its obligations to provide
      any Assessment of Compliance, Attestation Report, Compliance Statement or any
      information, data or materials required to be included in any 1934 Act report,
      (b) any material misstatement or omission of a material fact required to be
      stated or necessary to make such statements, in light of circumstances in which
      they were made, not misleading, in any information, data or materials provided
      by such party (or, in the case of the Securities Administrator or Master
      Servicer, any material misstatement or material omission in (i) any Compliance
      Statement, Assessment of Compliance 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 concerning the Master Servicer or the Securities
      Administrator), or (c) the negligence, bad faith or willful misconduct of such
      indemnifying party in connection with its performance hereunder. If the
      indemnification provided for in this Section 7.03(c) is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator
      or the Depositor, as the case may be, then each such party agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator 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.

     

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

    

     

    Subject
      to the obligation of the Depositor and the Servicers to indemnify the
      Indemnified Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer, the Servicers
      nor any of the directors, officers, employees or agents of the Depositor, the
      Securities Administrator, the Master Servicer and the Servicers shall be under
      any liability to the Indemnified Persons, the Trust Fund or the
      Certificateholders for taking any action or for refraining from taking any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided, however, that this provision shall not protect the Depositor, the
      Securities Administrator, the Master Servicer, the Servicers or any such Person
      against any breach of warranties, representations or covenants made herein
      or
      against any specific liability imposed on any such Person pursuant hereto or
      against any liability which would otherwise be imposed by reason of such
      Person’s willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicers
      and
      any director, officer, employee or agent of the Depositor, the Securities
      Administrator, the Master Servicer and a Servicer may rely in good faith on
      any
      document of any kind prima facie properly executed and submitted by any Person
      respecting any matters arising hereunder.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee or the Custodian shall be indemnified by the Trust Fund and held
      harmless thereby against any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to this Agreement,
      the
      Custodial Agreement or the Certificates (including any pending or threatened
      claim or legal action), other than (i) with respect to the Custodian, any loss,
      liability or expense arising from or otherwise related to the Custodian’s
      failure to perform its duties under the Custodial Agreement, (ii) with respect
      to a Servicer, any such loss, liability or expense arising from or related
      to
      such Servicer’s gross negligence in the performance of its duties hereunder or
      failure to service the related Mortgage Loans in material compliance with the
      terms of this Agreement or a material breach of any representation or warranty
      of such Servicer contained herein or (iii) with respect to the Custodian, any
      such loss, liability or expense incurred by reason of the Custodian’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      hereunder.

     

    (d)  The
      Depositor, the Securities Administrator, the Servicers or the Master Servicer
      shall not be under any obligation to appear in, prosecute or defend any legal
      action that is not incidental to its duties under this Agreement and that in
      its
      opinion may involve it in any expense or liability; provided, however, that
      each
      of the Depositor, the Securities Administrator, the Servicers and the Master
      Servicer may in its discretion, undertake any such action which it may deem
      necessary or desirable with respect to this Agreement and the rights and duties
      of the parties hereto and the interests of the Certificateholders hereunder.
      In
      such event, the legal expenses and costs of such action and any liability
      resulting therefrom (except any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Securities Administrator, the Servicers and the Master Servicer
      shall be entitled to be reimbursed therefor out of the related Custodial Account
      or the Distribution Account as provided by Section 3.27 or Section 3.32, as
      applicable. Nothing in this Subsection 7.04(d) shall affect the Master
      Servicer’s obligation to take such actions as are necessary to ensure the
      servicing and administration of the related Mortgage Loans pursuant to this
      Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust might incur as a result of such course of action
      by
      reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of the Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  The
      Servicers Not to Resign.

     

    (a)  No
      Servicer shall resign from the obligations and duties hereby imposed on it
      except upon the determination that its duties hereunder are no longer
      permissible under applicable law or the performance of such duties are no longer
      possible in order to comply with applicable law and such incapacity or
      impossibility cannot be cured by such Servicer. Any determination permitting
      the
      resignation of a Servicer shall be evidenced by an Opinion of Counsel to such
      effect delivered to the Master Servicer which Opinion of Counsel shall be in
      form and substance reasonably acceptable to the Master Servicer. No appointment
      of a successor to the resigning Servicer shall be effective hereunder unless
      (a)
      the Rating Agencies have confirmed in writing that such appointment will not
      result in a downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates, (b) such successor shall have represented that
      it
      is meets the eligibility criteria set forth in Section 8.02 and (c) such
      successor has agreed in writing to assume the obligations of the resigning
      Servicer hereunder. The resigning Servicer shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Master Servicer. No such resignation shall become effective until a
      Successor Servicer or the Master Servicer shall have assumed the Servicer’s
      responsibilities and obligations hereunder. The Servicer shall notify the Master
      Servicer and the Rating Agencies of its resignation.

     

    (b)  Except
      as
      expressly provided herein, no Servicer shall 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 such Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit a Servicer from
      designating a Subservicer as payee of any indemnification or other amount
      payable to such Servicer hereunder; provided, however, that as provided in
      Section 3.03, no Subservicer shall be a third-party beneficiary hereunder
      and the parties hereto shall not be required to recognize any Subservicer as
      an
      indemnitee under this Agreement.

     

    (c)  Notwithstanding
      anything to the contrary herein, Ocwen may pledge or assign as collateral all
      its rights, title and interest under this Agreement to a lender (the “Servicing
      Rights Lender”), provided, that:

     

    (i)  upon
      a
      Servicer Event of Default and receipt of a notice of termination by Ocwen,
      the
      Servicing Rights Lender may direct Ocwen or its designee to appoint a Successor
      Servicer pursuant to the provisions, and subject to the conditions, set forth
      in
      Section 8.02 regarding such appointment of a Successor
      Servicer;

     

    (ii)  the
      Servicing Rights Lender’s rights are subject to this Agreement; and

     

    (iii)  Ocwen
      shall remain subject to termination as servicer under this Agreement pursuant
      to
      the terms hereof.

     

    Section
      7.06  Appointment
      of Special Servicer; Termination of the Servicer.

     

    (a)  The
      Sponsor may appoint a special servicer with respect to certain of the Mortgage
      Loans. The Sponsor and the related Servicer shall negotiate in good faith with
      any proposed special servicer with respect to the duties and obligations of
      such
      special servicer with respect to any such Mortgage Loan. Any subservicing
      agreement shall contain terms and provisions not inconsistent with this
      Agreement and shall obligate the special servicer to service such Mortgage
      Loans
      in accordance with Accepted Servicing Practices. The fee payable to the special
      servicer for the performance of such duties and obligations will be paid from
      the Servicing Fee collected by the related Servicer with respect to each such
      Mortgage Loan and will be remitted to such special servicer by the related
      Servicer. The Sponsor shall reimburse the related Servicer for Servicing Fee
      shortfalls, if any, incurred as a result of the fee payable to such special
      servicer.

     

    (b)  If
      at any
      time the Sponsor retains or comes into possession of any servicing rights with
      respect to any of the Mortgage Loans, the Sponsor may, at its option, terminate
      the servicing responsibilities of the related Servicer hereunder with respect
      to
      such Mortgage Loans without cause. No such termination shall become effective
      unless and until a successor to the related Servicer shall have been appointed
      to service and administer the related Mortgage Loans pursuant to the terms
      and
      conditions of this Agreement. No appointment shall be effective unless (i)
      such
      Successor Servicer meets the eligibility criteria contained in
      Section 8.02, (ii) the Master Servicer shall have consented to such
      appointment, (iii) the Rating Agencies have been notified in writing of such
      appointment and such Successor Servicer meets the Minimum Servicing
      Requirements, (iv) such successor has agreed to assume the obligations of the
      related Servicer hereunder to the extent of the related Mortgage Loans and
      (v)
      all amounts reimbursable to the terminated Servicer pursuant to the terms of
      this Agreement shall have been paid to the related Servicer by the Successor
      Servicer appointed pursuant to the terms of this Section 7.06 or by the
      Sponsor including without limitation, all unpaid Servicing Fees accrued and
      unreimbursed Advances and Servicing Advances made by the terminated Servicer
      and
      all out-of-pocket expenses of the related Servicer incurred in connection with
      the transfer of servicing to such successor. The Sponsor shall provide a copy
      of
      the agreement executed by such successor to the Trustee and the Master
      Servicer.

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as Master Servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

    
      Section
        7.09  Rights
        of the Depositor in Respect of the Servicers and the Master
        Servicer..

    

     

    Each
      of
      the Master Servicer and the Servicers shall afford (and any Subservicing
      Agreement shall provide that each Subservicer shall afford) the Depositor and
      the Trustee, upon reasonable notice, during normal business hours, access to
      all
      records maintained by the Master Servicer or the Servicers (and any such
      Subservicer) in respect of the rights and obligations of the Servicers hereunder
      and access to officers of the Master Servicer or the Servicers (and those of
      any
      such Subservicer) responsible for such obligations, and the Master Servicer
      shall have access to all such records maintained by the Servicers and any
      Subservicers. Upon request, the Master Servicer and each Servicer shall furnish
      to the Depositor and the Trustee its (and any such Subservicer’s) most recent
      financial statements and such other reasonably requested information relating
      to
      the Master Servicer’s or such Servicer’s capacity to perform its obligations
      under this Agreement as it possesses (and that any such Subservicer possesses).
      To the extent that the Trustee and the Depositor are informed that such
      information is not otherwise available to the public, the Depositor and the
      Trustee shall not disseminate any information obtained pursuant to the preceding
      two sentences without the Master Servicer’s or such Servicer’s (as applicable)
      written consent, except as required pursuant to this Agreement or to the extent
      that it is appropriate to do so (i) to its legal counsel, auditors, taxing
      authorities or other governmental agencies and the Certificateholders, (ii)
      pursuant to any law, rule, regulation, order, judgment, writ, injunction or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicers or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicers or the Master Servicer
      or
      (B) to any Affiliate, independent or internal auditor, agent, employee or
      attorney of the Trustee having a need to know the same, provided that the
      Trustee advises such recipient of the confidential nature of the information
      being disclosed, shall use its best efforts to assure the confidentiality of
      any
      such disseminated non-public information. Nothing in this Section 7.09
      shall limit the obligation of a Servicer to comply with any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of such Servicer to provide access as provided in this Section 7.09 as a
      result of such obligation shall not constitute a breach of this Section. Nothing
      in this Section 7.09 shall require a Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. No Servicer shall be required to make copies of or ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer and the Servicers under this Agreement and
      may, but is not obligated to, perform, or cause a designee to perform, any
      defaulted obligation of the Master Servicer or the Servicers under this
      Agreement or exercise the rights of the Master Servicer or the Servicers under
      this Agreement; provided that neither the Master Servicer nor the Servicer
      shall
      be relieved of any of its obligations under this Agreement by virtue of such
      performance by the Depositor or its designee. The Depositor shall not have
      any
      responsibility or liability for any action or failure to act by the Master
      Servicer or the Servicers and is not obligated to supervise the performance
      of
      the Master Servicer or the Servicer under this Agreement or
      otherwise.

     

    ARTICLE
      VIII

     

    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a)  (I)
      In
      case
      one or more of the following events of default by a Servicer pursuant to this
      Agreement shall occur and be continuing, that is to say:

     

    (i)  any
      failure by such Servicer to remit to the Securities Administrator any payment
      required to be made under the terms of this Agreement which continues unremedied
      for a period of two Business Days;
      provided however that the failure of Ocwen to
      remit
      any Advance required pursuant to Section 5.01 by noon on the related
      Distribution Date shall be a default hereunder without notice; or 

     

    (ii)  failure
      on the part of such
      Servicer to
      duly
      observe or perform in any material respect any other of the covenants or
      agreements on the part of such Servicer set forth in this Agreement (other
      than
      those described in (viii) and (ix) below), the breach of which has a material
      adverse effect and which continue 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 such Servicer and the Trustee or the
      Depositor by the Master Servicer or to such Servicer and the Trustee or the
      Depositor by the holders of Certificates evidencing not less than 25% of the
      Voting Rights evidenced by the Certificates; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against such Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

    (iv)  such
      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 such Servicer
      or
      of or relating to all or substantially all of its property; or

     

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

     

    (vi)  such
      Servicer attempts to assign its right to servicing compensation hereunder (other
      than any payment by such Servicer to a Subservicer pursuant to Section 3.03)
      or
      such Servicer attempts to sell or otherwise dispose of all or substantially
      all
      of its property or assets or to assign this Agreement or its servicing
      responsibilities hereunder or to delegate its duties hereunder or any portion
      thereof except, in each case as otherwise permitted herein; or

     

    (vii)  such
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects such Servicer’s ability to perform its
      obligations hereunder; or

     

    (viii)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      such Servicer to duly perform, within the required time period, its obligations
      under Sections 3.13, 3.14, 3.18 or 5.14, which default shall not be subject
      to
      notice or a cure period; or

     

    (ix)  after
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, any
      failure by such Servicer to duly perform, within the required time period,
      its
      obligation to provide the annual statements of compliance, assessments of
      compliance and attestation reports described in Sections 3.13 and 3.14 hereof,
      which failure continues unremedied for a period of ten (10) Business Days after
      the date on which written notice of such failure, requiring the same to be
      remedied, has been given to such Servicer by the Master Servicer;
      or

     

    (x)  any
      failure by such Servicer (and any successor thereto) to provide, within the
      required time period set forth in Section 3.28 hereof, any required reports
      or
      data pertaining to the related Mortgage Loans, which failure continues
      unremedied for a period of thirty (30) days after the date on which written
      notice of such failure, requiring the same to be remedied, has been given to
      such Servicer (or any successor thereto) by the Master Servicer; or

     

    
      	(II)  	
              With
                respect to Wells Fargo only, an event of default by Wells Fargo under
                the
                Servicing Agreement.

            


    

     

    Any
      event
      of default described above shall be referred to herein as a “Servicer
      Default”.

     

    In
      each
      and every case of a Servicer Default, so long as such Servicer Default with
      respect to a Servicer other than Wells Fargo shall not have been remedied,
      the
      Master Servicer, by notice in writing to the related Servicer shall with respect
      to a payment default by such Servicer pursuant to Section 8.01(a)(I)(i) of
      this Agreement and, upon the occurrence and continuance of any other Servicer
      Default, may, and, at the written direction of Certificateholders evidencing
      not
      less than twenty-five percent (25%) of the Voting Rights shall, in addition
      to
      whatever rights the Trustee on behalf of the Certificateholders may have under
      Section 7.03 of this Agreement, as applicable and at law or equity to
      damages, including injunctive relief and specific performance, terminate all
      the
      rights and obligations of such Servicer under this Agreement and in and to
      the
      related Mortgage Loans and the proceeds thereof without compensating such
      Servicer for the same. In connection with the occurrence of a Servicer Default
      by Wells Fargo which shall not have been remedied, the Master Servicer shall
      notify the Trustee and the Trustee, by notice in writing to Wells Fargo, shall
      with respect to a payment default by Wells Fargo pursuant to the Servicing
      Agreement, and upon the occurrence and continuance of any other Servicer Default
      by Wells Fargo, may, and at the written direction of Certificateholders
      evidencing not less than 25% of the Voting Rights shall, in addition to whatever
      rights the Trustee on behalf of the Certificateholders may have under Section
      7.03 and at law or equity to damages, including injunctive relief and specific
      performance, terminate the rights and obligations of Wells Fargo under the
      Servicing Agreement and in and to the related Wells Fargo Mortgage Loans and
      the
      proceeds thereof without compensating Wells Fargo for the same. On or after
      the
      receipt by a defaulting Servicer of such written notice, all authority and
      power
      of such Servicer under this Agreement or the Servicing Agreement, as applicable
      whether with respect to the related Mortgage Loans or otherwise, shall pass
      to
      and be vested in the Master Servicer or, if Wells Fargo is the defaulting
      Servicer, the Trustee. Upon written request from the Master Servicer or the
      Trustee, as applicable, the defaulting Servicer shall prepare, execute and
      deliver, any and all documents and other instruments, place in the Trustee’s (or
      its Custodian’s) possession all Mortgage Files relating to the related Mortgage
      Loans, and do or accomplish all other acts or things necessary or appropriate
      to
      effect the purposes of such notice of termination, whether to complete the
      transfer and endorsement or assignment of the related Mortgage Loans and related
      documents, or otherwise, at such Servicer’s sole expense. The defaulting
      Servicer shall cooperate with the Master Servicer or the Trustee, as applicable
      in effecting the termination of such Servicer’s responsibilities and rights
      hereunder or under the Servicing Agreement, as applicable, including, without
      limitation, the transfer to such successor for administration by it of all
      cash
      amounts which shall at the time be credited by the defaulting Servicer to the
      related Custodial Account or Escrow Account or thereafter received with respect
      to the related Mortgage Loans or any related REO Property (provided, however,
      that the defaulting Servicer shall continue to be entitled to receive all
      amounts accrued or owing to it under this Agreement or the Servicing Agreement,
      as applicable, on or prior to the date of such termination, whether in respect
      of Advances, Servicing Advances, accrued and unpaid Servicing Fees or otherwise,
      and shall continue to be entitled to the benefits of Section 7.04 of this
      Agreement or the benefits under the Servicing Agreement, as applicable,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). Neither Master Servicer nor the Trustee shall have knowledge
      of a Servicer Default unless a Responsible Officer of the Master Servicer or
      the
      Trustee, as applicable, has actual knowledge or unless written notice of any
      Servicer Default is received by the Master Servicer or the Trustee, as
      applicable, at its address for notice and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of sixty (60) days; or

     

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

     

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

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.14, which default shall not
      be
      subject to notice or a cure period.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust or this Agreement. The Trustee
      shall promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Default of which it has knowledge as provided above.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Default and (ii) all costs
      and
      expenses associated with the complete transfer of the master servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Master Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    Section
      8.02  Master
      Servicer to Act; Appointment of Successor.

     

    On
      and
      after the time a Servicer receives a notice of termination pursuant to
      Section 8.01 of this Agreement or pursuant to the Servicing Agreement, the
      Master Servicer or, if Wells Fargo is the defaulting Servicer, the Trustee
      shall
      become the successor to such Servicer with respect to the transactions set
      forth
      or provided for herein and after a transition period (not to exceed 90 days),
      shall be subject to all the responsibilities, duties and liabilities relating
      thereto placed on the terminated Servicer by the terms and provisions hereof
      or
      the Servicing Agreement, as applicable, and applicable law including the
      obligation to make Advances pursuant to Article V hereof or the Servicing
      Agreement, as applicable, except as otherwise provided herein or therein;
      provided, however, that the Master Servicer’s or the Trustee’s obligation to
      make Advances in its capacity as Successor Servicer shall not be subject to
      such
      90-day transition period and the Master Servicer or the Trustee, as applicable,
      will make any Advance required to be made by the terminated Servicer on the
      Distribution Date on which the terminated Servicer was required to make such
      Advance. Effective on the date of such notice of termination, as compensation
      therefor, the Master Servicer or the Trustee, as applicable, shall be entitled
      to all fees, costs and expenses relating to the related Mortgage Loans that
      the
      terminated Servicer would have been entitled to if it had continued to act
      hereunder or under the Servicing Agreement, as applicable, provided, however,
      that neither the Master Servicer nor the Trustee shall be (i) liable for any
      acts or omissions of the terminated Servicer, (ii) obligated to make Advances
      if
      it is prohibited from doing so under applicable law or determines that such
      Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible
      for expenses of the terminated Servicer pursuant to Section 2.03 of this
      Agreement or pursuant to the Servicing Agreement or (iv) obligated to deposit
      losses on any Permitted Investment directed by the terminated Servicer.
      Notwithstanding the foregoing, the Master Servicer or the Trustee, as
      applicable, may, if it shall be unwilling to so act, or shall, if it is
      prohibited by applicable law from making Advances pursuant to Article VI of
      this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      terminated Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the terminated Servicer hereunder
      or
      under the Servicing Agreement. Any Successor Servicer shall (i) be an
      institution that is a Fannie Mae and Freddie Mac approved seller/servicer in
      good standing, that has a net worth of at least $15,000,000 and (ii) be willing
      to act as successor servicer of the related Mortgage Loans under this Agreement
      or under the Servicing Agreement, and shall have executed and delivered to
      the
      Depositor and the Trustee an agreement accepting such delegation and assignment,
      that contains an assumption by such Person of the rights, powers, duties,
      responsibilities, obligations and liabilities of the terminated Servicer (other
      than any liabilities of the terminated Servicer hereof incurred prior to
      termination of such Servicer under Section 8.01 of this Agreement or under
      the Servicing Agreement, as applicable), with like effect as if originally
      named
      as a party to this Agreement or under the Servicing Agreement, provided that
      each Rating Agency shall have acknowledged in writing that its rating of the
      Certificates in effect immediately prior to such assignment and delegation
      will
      not be qualified or reduced as a result of such assignment and delegation.
      If
      the Master Servicer or the Trustee assumes the duties and responsibilities
      of
      the terminated Servicer in accordance with this Section 8.02, the Master
      Servicer or the Trustee, as applicable, shall not resign as servicer until
      a
      Successor Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the terminated Servicer hereunder or under this
      Servicing Agreement, the Master Servicer or the Trustee, as applicable, unless
      such party is prohibited by law from so acting, shall act in such capacity
      as
      hereinabove provided. In connection with such appointment and assumption, the
      Master Servicer or the Trustee, as applicable, may make such arrangements for
      the compensation of such successor out of payments on the Mortgage Loans or
      otherwise as it and such successor shall agree; provided that no such
      compensation shall be in excess of that permitted the terminated Servicer
      hereunder or under this Servicing Agreement. The Master Servicer or the Trustee,
      as applicable and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. Neither
      the
      Master Servicer nor any other Successor Servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the terminated Servicer to deliver or provide, or
      any
      delay in delivering or providing, any cash, information, documents or records
      to
      it.

     

    The
      costs
      and expenses of the Master Servicer or the Trustee, as applicable, in connection
      with the termination of the terminated Servicer, appointment of a Successor
      Servicer and, if applicable, any transfer of servicing, including, without
      limitation, all costs and expenses associated with the complete transfer of
      all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer or the Trustee, as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer, the Trustee or the Successor Servicer to service
      the
      related Mortgage Loans properly and effectively, to the extent not paid by
      the
      terminated Servicer as may be required herein shall be payable to the Master
      Servicer or the Trustee, as applicable, from the Distribution Account pursuant
      to Section 3.32. Any successor to the terminated Servicer as successor
      servicer under this Agreement shall give notice to the applicable Mortgagors
      of
      such change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the terminated Servicer
      is required to maintain pursuant to Section 3.05 of this Agreement or
      pursuant to the Servicing Agreement. 

     

    Notwithstanding
      the foregoing, if a Servicer Default with respect to Ocwen occurs, Ocwen or
      the
      Servicing Rights Lender shall have a period of up to thirty (30) days after
      receipt of a notice of termination to appoint a Successor Servicer that
      satisfies the eligibility criteria of a Successor Servicer set forth herein,
      which appointment shall be subject to the consent of the Depositor, the Sponsor,
      the Master Servicer, and the Trustee, which consent shall not be unreasonably
      withheld or delayed; provided that such Successor Servicer agrees to fully
      effect the servicing transfer within 120 days following the termination of
      Ocwen
      and to make all P&I Advances that would otherwise be made by the Master
      Servicer under Section 8.01 as of the date of such appointment, and to reimburse
      the Master Servicer for any unreimbursed P&I Advances they have made and any
      reimbursable expenses that they may have incurred in connection with this
      Section 8.02. Any proceeds received in connection with the appointment of such
      Successor Servicer shall be the property of Ocwen or its designee. This 30-day
      period shall terminate immediately (i) at the close of business on the second
      Business Day of such 30-day period if (A) Ocwen was terminated because of an
      Event of Default described in Section 8.01(a)(I)(i) for failing to make a
      required Advance pursuant to section 5.01, and (B) Ocwen shall have failed
      to
      make (or cause to be made) such Advance, or shall fail to reimburse (or cause
      to
      be reimbursed) the Master Servicer for an Advance made by the Master Servicer,
      by the close of business on such second Business Day, or (ii) at the close
      of
      business on the second Business Day following the date (if any) during such
      30-day period on which an Advance is due to be made, if Ocwen shall have failed
      to make (or caused to be made) such Advance, or Ocwen shall have failed to
      reimburse (or cause to be reimbursed) the Master Servicer for such Advance,
      by
      the close of business on such second Business Day; provided, that such 30-day
      period shall only be terminated to the extent that the Lender has received
      notice of such failure from the Master Servicer and the Lender has not cured
      or
      caused the cure of such failure within two (2) Business Days following receipt
      of notice, provided, however, that such notice requirement shall only be
      applicable to the extent that the Master Servicer has been provided with the
      written address and contact information for the Lender.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee be liable for
      any
      Master Servicing Fee, Servicing Fee or Credit Risk Manager Fee or for any
      differential in the amount of the Master Servicing Fee, Servicing Fee or Credit
      Risk Manager Fee paid hereunder or under the Servicing Agreement, as applicable,
      and the amount necessary to induce any successor master servicer or successor
      servicer to act as successor master servicer or successor servicer under this
      Agreement or the Servicing Agreement, as applicable, and the transactions set
      forth or provided for herein.

     

    Section
      8.03  Notification
      to Certificateholders.

     

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

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders notice
      of
      each such Servicer Default or Master Servicer Default hereunder known to the
      Trustee, unless such default shall have been cured or waived.

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3% of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by a Servicer or the Master
      Servicer in the performance of its obligations hereunder or under the Servicing
      Agreement and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Servicer Default or the Master Servicer
      Default arising therefrom shall be deemed to have been remedied for every
      purpose of this Agreement. No such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon except to the extent
      expressly so waived in writing.

     

    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Master Servicer Default, and after the
      curing or waiver of all Master Servicer Defaults, which may have occurred,
      and
      the Securities Administrator each undertake to perform such duties and only
      such
      duties as are specifically set forth in this Agreement as duties of the Trustee
      and the Securities Administrator, respectively. If a Master Servicer Default
      has
      occurred and has not been cured or waived, the Trustee shall exercise such
      of
      the rights and powers vested in it by this Agreement, and use the same degree
      of
      care and skill in their exercise, as a prudent person would exercise or use
      under the circumstances in the conduct of such Person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    (c)  The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

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

     

    (i)  Prior
      to
      the occurrence of a Master Servicer Default and after the curing or waiver
      of
      all such Master Servicer Defaults which may have occurred with respect to the
      Trustee and at all times with respect to the Securities Administrator, the
      duties and obligations of the Trustee and the Securities Administrator shall
      be
      determined solely by the express provisions of this Agreement, neither the
      Trustee nor the Securities Administrator shall be liable except for the
      performance of its duties and obligations as are specifically set forth in
      this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee or the Securities Administrator and, in the absence of
      bad
      faith on the part of the Trustee or the Securities Administrator, respectively,
      the Trustee or the Securities Administrator, respectively, may conclusively
      rely
      and shall be fully protected in acting or refraining from acting, as to the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Master Servicer Default unless a Responsible Officer
      of the Trustee shall have actual knowledge thereof. In the absence of such
      notice, the Trustee may conclusively assume there is no such default or Master
      Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee (regardless of the capacity in which it is acting) nor the
      Securities Administrator shall be required to expend or risk its own funds
      or
      otherwise incur liability, financial or otherwise, in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there is reasonable ground for believing that the repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee or the Securities Administrator to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicers, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

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

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a Master
      Servicer Default of which a Responsible Officer of the Trustee has actual
      knowledge (which has not been cured or waived), to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of care
      and skill in their exercise, as a prudent person would exercise or use under
      the
      circumstances in the conduct of his own affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Master Servicer Default hereunder and after the curing
      or
      waiver of all Master Servicer Defaults which may have occurred with respect
      to
      the Trustee and at all times with respect to the Securities Administrator,
      neither the Trustee nor the Securities Administrator shall be bound to make
      any
      investigation into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond or other paper or document, unless requested in writing to do
      so
      by Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the aggregate Voting Rights of the Certificates and provided that the payment
      within a reasonable time to the Trustee or the Securities Administrator of
      the
      costs, expenses or liabilities likely to be incurred by it in the making of
      such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator, as applicable, by the security afforded to it by the terms of
      this Agreement, the Trustee or the Securities Administrator, as applicable,
      may
      require reasonable indemnity against such expense or liability as a condition
      to
      taking any such action. The reasonable expense of every such examination shall
      be paid by the Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property;

     

    (xi)  The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to execute and deliver
      the Interest Rate Cap Agreement and the Swap Agreement on behalf of Party B
      (as
      defined therein) and to exercise the rights, perform the obligations, and make
      the representations of Party B thereunder, solely in its capacity as
      Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
      and not in its individual capacity.

     

    The
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that:

     

    (a)
      the
      Supplemental Interest Trust Trustee shall execute and deliver the Interest
      Rate
      Cap Agreement and the Swap Agreement on behalf of Party B (as defined therein),
      

     

    (b)
      the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

     

    (c)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Interest Rate Cap
      Agreement and the Swap Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee of the Interest Rate Cap
      Agreement and the Swap Agreement, and the performance of its duties and
      satisfaction of its obligations thereunder. 

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Interest Rate Cap Agreement and the Swap
      Agreement.

     

    (xii)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or of the Swap Provider or the Interest Rate Swap
      Provider, it being understood that this Agreement shall not be construed to
      render them partners, joint venturers or agents of one another; and

     

    (xiii)  The
      permissive rights of the Trustee enumerated herein shall not be construed as
      duties.

     

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

    

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section 9.12) of the Swap Agreement, the Interest
      Rate Cap Agreement, the Certificates (other than the signature of the Securities
      Administrator and authentication of the Securities Administrator on the
      Certificates) or of any Mortgage Loan except as expressly provided in Section
      2.02. The Securities Administrator’s signature and authentication (or
      authentication of its agent) on the Certificates shall be solely in its capacity
      as Securities Administrator and shall not constitute the Certificates an
      obligation of the Securities Administrator in any other capacity. The Trustee
      and the Securities Administrator shall not be accountable for the use or
      application by the Depositor of any of the Certificates or of the proceeds
      of
      such Certificates, or for the use or application of any funds paid to the
      Depositor with respect to the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    Section
      9.05  Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee, the Credit Risk Manager and the Securities Administrator
      hereunder shall be paid in accordance with a side letter agreement with the
      Master Servicer and at the sole expense of the Master Servicer. In addition,
      the
      Trustee, the Securities Administrator, the Custodian and any director, officer,
      employee or agent of the Trustee, the Securities Administrator and the Custodian
      shall be indemnified by the Trust and held harmless against any loss, liability
      or expense (including reasonable attorney’s fees and expenses) incurred by the
      Trustee, the Custodian or the Securities Administrator including any pending
      or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Swap Agreement, the Interest Rate Cap Agreement and
      any
      and all other agreements related hereto, other than any loss, liability or
      expense (i) for which the Trustee is indemnified by the Master Servicer or
      the
      related Servicer, (ii) that constitutes a specific liability of the Trustee
      or
      the Securities Administrator pursuant to this Agreement or (iii) any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence in the performance of duties hereunder by the Trustee or the
      Securities Administrator or by reason of reckless disregard of obligations
      and
      duties hereunder. In no event shall the Trustee or the Securities Administrator
      be liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if it has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action. The Master Servicer agrees to indemnify the Trustee, from, and hold
      the
      Trustee harmless against, any loss, liability or expense (including reasonable
      attorney’s fees and expenses) incurred by the Trustee by reason of the Master
      Servicer’s willful misfeasance, bad faith or gross negligence in the performance
      of its duties under this Agreement or by reason of the Master Servicer’s
      reckless disregard of its obligations and duties under this Agreement. The
      indemnities in this Section 9.05 shall survive the termination or discharge
      of this Agreement and the resignation or removal of the Master Servicer, the
      Trustee, the Securities Administrator or the Custodian. Any payment hereunder
      made by the Master Servicer to the Trustee shall be from the Master Servicer’s
      own funds, without reimbursement from REMIC I therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is
      a
      Rating Agency, or rated at least "A-1" by S&P (or such rating acceptable to
      Fitch pursuant to a rating confirmation). Wells Fargo Bank, National Association
      shall act as Securities Administrator for so long as it is Master Servicer
      under
      this Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor securities administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      securities administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      securities administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor securities
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator. 

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor securities administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor securities administrator
      shall
      become effective and such successor trustee or successor securities
      administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or Securities
      Administrator herein. The predecessor trustee or predecessor securities
      administrator shall deliver to the successor trustee or successor securities
      administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor securities
      administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor securities administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 9.08, the successor trustee or
      successor securities administrator shall mail notice of the succession of such
      trustee or securities administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor securities administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.08 shall also be
      required to serve as successor supplemental interest trust trustee under the
      Swap Agreement and Interest Rate Cap Agreement.

     

    Section
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator shall be the successor
      of the Trustee or Securities Administrator hereunder, provided that such
      corporation shall be eligible under the provisions of Section 9.06 without
      the execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    Section
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     

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

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicers and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.13, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within 10 days after the Closing Date all information or data
      that
      the Securities Administrator requests in writing and determines to be relevant
      for tax purposes to the valuations and offering prices of the Certificates,
      including, without limitation, the price, yield, prepayment assumption and
      projected cash flows of the Certificates and the Mortgage Loans. Thereafter,
      the
      Depositor shall provide to the Securities Administrator promptly upon written
      request therefor, any such additional information or data that the Securities
      Administrator may, from time to time, request in order to enable the Securities
      Administrator to perform its duties as set forth herein. The Depositor hereby
      indemnifies the Securities Administrator for any losses, liabilities, damages,
      claims or expenses of the Securities Administrator arising from any errors
      or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, or to cause to be provided, accurate information
      or
      data to the Securities Administrator on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any of REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any of REMIC after the startup day pursuant
      to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any REMIC, and is not paid as otherwise provided for herein, such tax shall
      be
      paid by (i) the Securities Administrator, if any such other tax arises out
      of or
      results from a breach by the Securities Administrator of any of its obligations
      under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      will
      be paid first with amounts otherwise to be distributed to the Class R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Certificateholders in the following order of priority: first, the Class
      M-9 Certificates; second, to the Class M-8 Certificates; third, to the Class
      M-7
      Certificates; fourth, to the Class M-6 Certificates; fifth, to the Class M-5
      Certificates; sixth, to the Class M-4 Certificates; seventh, to the Class M-3
      Certificates; eighth, to the Class M-2 Certificates; ninth, to the Class M-1
      Certificates; and tenth, to the Senior Certificates (pro
      rata
      based on
      the amounts to be distributed). Notwithstanding anything to the contrary
      contained herein, to the extent that such tax is payable by the Holder of any
      Certificates, the Securities Administrator is hereby authorized to retain on
      any
      Distribution Date, from the Holders of the Class R Certificates (and, if
      necessary, second, from the Holders of the other Certificates in the priority
      specified in the preceding sentence), funds otherwise distributable to such
      Holders in an amount sufficient to pay such tax. The Securities Administrator
      shall include in its monthly report to Certificateholders distributions to
      such
      parties taking into account the priorities described in the second preceding
      sentence. The Securities Administrator agrees to promptly notify in writing
      the
      party liable for any such tax of the amount thereof and the due date for the
      payment thereof. Notwithstanding the foregoing, however, in no event shall
      the
      Securities Administrator have any liability (1) for any action or omission
      that
      is taken in accordance with and in compliance with the express terms of, or
      which is expressly permitted by the terms of this Agreement, (2) for any losses
      other than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

    ARTICLE
      X

     

    TERMINATION

     

    Section
      10.01  Termination
      upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests or the Classes of Certificates as hereinafter set forth)
      upon
      the earlier of (a) the Master Servicer’s exercise of its optional right to
      purchase the Mortgage Loans and related REO Properties (the “Cleanup Call”), 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,
      as
      applicable. In no event shall the trusts created hereby continue beyond the
      earlier of (i) the expiration of twenty-one (21) years from the death of the
      last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
      of
      the United States to the Court of St. James, living on the date hereof and
      (ii)
      the Latest Possible Maturity Date.

     

    The
      Cleanup Call shall be exercisable at a price (the “Termination Price”) equal to
      the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan,
      (ii)
      accrued interest thereon at the applicable Mortgage Rate to, but not including,
      the first day of the month of such purchase, (iii) the appraised value of any
      related REO Property (up to the Stated Principal Balance of the related Mortgage
      Loan), such appraisal to be conducted by an appraiser mutually agreed upon
      by
      the Master Servicer and the Trustee, (iv) unreimbursed out-of-pocket costs
      of
      the Securities Administrator, the Master Servicer, the Servicers or the Trustee,
      including unreimbursed servicing advances and the principal portion of any
      unreimbursed Advances, made on the related Mortgage Loans prior to the exercise
      of such repurchase right, (v) any Swap Termination Payment payable to the Swap
      Provider which remains unpaid or which is due to such Cleanup Call and (vi)
      any
      other amounts due and owing to the Trustee, the Securities Administrator, the
      Master Servicer and the Custodian payable pursuant to this Agreement or the
      Custodial Agreement.

     

    The
      right
      to exercise the Cleanup Call pursuant to the preceding paragraph shall be
      exercisable if the Stated Principal Balance of all of the Mortgage Loans at
      the
      time of any such repurchase, is less than or equal to ten percent (10%) of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans.

     

    Notwithstanding
      the foregoing, the Master Servicer shall not be entitled to exercise the Cleanup
      Call to the extent that the Depositor creates a net interest margin transaction
      which includes the Class X Certificates or Class P Certificates and the notes
      issued pursuant to such net interest margin transaction are outstanding on
      the
      date on which the Master Servicer intends to exercise its Cleanup
      Call.

     

    In
      connection with the Cleanup Call, four (4) Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.02,
      the Securities Administrator shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision of
      the
      Swap Agreement) and by phone from the Swap Provider the amount of the Estimated
      Swap Termination Payment. The Swap Provider shall, no later than 2:00 pm on
      the
      following Business Day, notify in writing (which may be done in electronic
      format) the Securities Administrator of the amount of the Estimated Swap
      Termination Payment; the Securities Administrator shall promptly on the same
      day
      notify the Master Servicer of the amount of the Estimated Swap Termination
      Payment. 

     

    Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.02, (i) the Master Servicer, shall, no later
      than 1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Termination Price (other than
      the
      Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii)
      if the Securities Administrator shall have determined that the aggregate Stated
      Principal Balance of all of the Mortgage Loans as of the related Determination
      Date is not more than 10% and that all other requirements of the optional
      termination have been met, including without limitation, the deposit required
      pursuant to the immediately preceding clause (i) as well as the requirements
      specified in Section 10.03, then the Securities Administrator shall, on the
      same
      Business Day, provide written notice to the Depositor, the Master Servicer,
      the
      Servicers, the Supplemental Interest Trust Trustee, the Trustee and the Swap
      Provider confirming (in accordance with the applicable provisions of the Swap
      Agreement) (a) its receipt of the Termination Price (other than the Swap
      Termination Payment) and the Estimated Swap Termination Payment and (b) that
      all
      other requirements of the optional termination have been met. Upon the
      Securities Administrator’s providing the notice described in the preceding
      sentence, the optional termination shall become irrevocable, the notice to
      Certificateholders of such optional termination provided pursuant to the Section
      10.02 shall become unrescindable, the Swap Provider shall determine the Swap
      Termination Payment in accordance with the Swap Agreement, and the Swap Provider
      shall provide to the Securities Administrator written notice of the amount
      of
      the Swap Termination Payment not later than one Business Day prior to the final
      Distribution Date specified in the notice required pursuant to Section
      10.02.

     

    In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from the Distribution Account on
      the
      related final Distribution Date and distributed as follows: (i) to the
      Supplemental Interest Trust for payment to the Swap Provider in accordance
      with
      Section 5.17, an amount equal to the Swap Termination Payment calculated
      pursuant to the Swap Agreement, provided that in no event shall the amount
      distributed to the Swap Provider in respect of the Swap Termination Payment
      exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer
      an amount equal to the excess, if any, of the Estimated Swap Termination Payment
      over the Swap Termination Payment. The Swap Termination Payment shall not be
      part of any REMIC and shall not be paid into any account which is part of any
      REMIC.

     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      terminate the Trust Fund pursuant to Section 10.01, at least twenty (20)
      days prior to the date notice is to be mailed to the Certificateholders, the
      Master Servicer shall notify the Securities Administrator and the Trustee of
      the
      date the Master Servicer intends to terminate the Trust Fund. The Master
      Servicer shall remit the Termination Price to the Securities Administrator
      on
      behalf of the Trust Fund on the Business Day prior to the Distribution Date
      for
      such Optional Termination by the Master Servicer.

     

    Notice
      of
      the exercise of the Cleanup Call specifying the Distribution Date on which
      the
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed no later than the
      fifteenth (15th) day of the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of the 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 to each Rating Agency at
      the
      time such notice is given to the Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date an amount equal to the final distribution in respect of the Certificates.
      Upon certification to the Trustee by the Securities Administrator of the making
      of such final deposit, the Trustee shall promptly release or cause to be
      released to the Master Servicer the Mortgage Files for the remaining Mortgage
      Loans, and the Trustee shall execute all assignments, endorsements and other
      instruments delivered to it and necessary to effectuate such
      transfer.

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each Class
      the amounts allocable to such Certificates held in the Distribution Account
      in
      the order and priority set forth in Section 5.04 hereof on the final
      Distribution Date and in proportion to their respective Percentage Interests.
      Any funds not distributed to any Certificateholder(s) being retired on such
      Distribution Date because of the failure of such Certificateholders to tender
      their Certificates shall, on such date, be set aside and held in trust and
      credited to the account of the appropriate non-tendering
      Certificateholders.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      that
      remain subject hereto and the Securities Administrator shall release such funds
      upon written direction. No interest shall accrue or be payable to any
      Certificateholder on any amount held in trust by the Securities Administrator
      as
      a result of such Certificateholder’s failure to surrender its Certificate(s) on
      the related final Distribution Date for final payment thereof. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement or (ii) the final payment on or other liquidation
      of
      the last Mortgage Loan or REO Property in REMIC I pursuant to
      Section 10.01, the following additional requirements, unless the Trustee
      has been supplied with an Opinion of Counsel, at the expense of the Master
      Servicer (in the case of the exercise of the Cleanup Call or the Depositor,
      to
      the effect that the failure of the Trust Fund to comply with the requirements
      of
      this Section 10.03 will not (i) result in the imposition of taxes on
“prohibited transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    
      	 	
              (1)

            	
              The
                Master Servicer (in the case of the exercise of the Cleanup Call)
                or the
                Depositor (in all other cases) shall establish a ninety-day liquidation
                period and notify the Trustee thereof, and the Securities Administrator
                shall in turn specify the first day of such period in a statement
                attached
                to the tax return for each REMIC pursuant to Treasury Regulation
                Section 1.860F-1. The Master Servicer or the Depositor, as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as applicable;

            
	 	 	 
	 	
              (2)

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the Master Servicer (in the
                case of
                the exercise of the Cleanup Call) or the Depositor (in all other
                cases)
                shall sell all of the assets of REMIC I for cash; and

            
	 	 	 
	 	
              (3)

            	
              At
                the time of the making of the final payment on the Certificates,
                the
                Securities Administrator shall distribute or credit, or cause to
                be
                distributed or credited, to the Holders of the related Residual
                Certificates all cash on hand in the Trust Fund (other than cash
                retained
                to meet claims), and the Trust Fund shall terminate at that
                time.

            


    

    


    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor
      (in
      all other cases) to specify the ninety-day liquidation period for REMIC I,
      REMIC
      II, REMIC III, REMIC IV, REMIC V and REMIC VI, which authorization shall be
      binding upon all successor Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer or the Depositor, as applicable, and the receipt of the Opinion of
      Counsel referred to in Section 10.03(1) and to take such other action in
      connection therewith as may be reasonably requested by the Master Servicer
      or
      the Depositor, as applicable.

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account maintained by the Securities Administrator or any Custodial Account
      maintained by the Servicer is maintained or to make such other provisions with
      respect to matters or questions arising under this Agreement as shall not be
      inconsistent with any other provisions herein if such action shall not, as
      evidenced by an Opinion of Counsel, adversely affect in any material respect
      the
      interests of any Certificateholder; provided that any such amendment shall
      be
      deemed not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel shall be required if the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates; provided further
      that
      any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders and no such Opinion of Counsel
      nor any letter from the Rating Agencies stating that such amendment would not
      result in the downgrading or withdrawal of the respective ratings then assigned
      to the Certificates shall be required if such amendment is to effect a transfer
      of servicing pursuant to Section 7.06(a) to an entity satisfying the Minimum
      Servicing Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders, the parties hereto
      may at any time and from time to time amend this Agreement to effect any changes
      in the parties’ obligations as are necessary to accommodate evolving
      interpretations of the provisions of Regulation AB and to modify, eliminate
      or
      add to any of its provisions to such extent as shall be necessary or appropriate
      to maintain the qualification of each REMIC created hereunder as a REMIC under
      the Code or to avoid or minimize the risk of the imposition of any tax on any
      of
      REMIC pursuant to the Code that would be a claim against any of REMIC at any
      time prior to the final redemption of the Certificates, provided that the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that such action is
      necessary or appropriate to maintain such qualification or to avoid or minimize
      the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided that no such amendment shall (i) reduce in any manner
      the
      amount of, or delay the timing of, payments required to be distributed on any
      Certificate without the consent of the Holder of such Certificate, (ii) cause
      any REMIC created hereunder to cease to qualify as a REMIC or (iii) reduce
      the
      aforesaid percentages of Certificates of each Class the Holders of which are
      required to consent to any such amendment without the consent of the Holders
      of
      all Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with. 

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      the
      Pooling and Servicing Agreement that is entered into solely for the purpose
      of
      appointing a successor servicer, master servicer, securities administrator,
      trustee or other service provider) without the prior written consent of the
      Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder, each Rating Agency and
      the Swap Provider.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section to approve the particular form of any proposed amendment, but it
      shall be sufficient if such consent shall approve the substance thereof. The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment that affects
      its rights, duties or immunities under this Agreement or otherwise.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

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

     

    Section
      11.03  Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW
      WHICH SHALL GOVERN.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders and the
      Swap
      Provider, of a security interest in all of the assets that constitute the Trust
      Fund, whether now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices.

     

    (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:

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Servicer Default or Master Servicer Default that has not
      been
      cured;

     

    (iii)  The
      resignation or termination of a Servicer, the Master Servicer or the Trustee
      and
      the appointment of any successor; and

     

    (iv)  The
      final
      payment to Certificateholders.

     

    In
      addition, the Securities Administrator shall promptly furnish to each Rating
      Agency copies of the following:

     

    (i)
       Each
      annual statement as to compliance described in Section 3.13;
      and

     

    (ii)
       Each
      annual independent public accountants’ servicing report described in
      Section 3.14.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2007-3; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3 or such
      other address as may be hereafter furnished to the other parties hereto by
      the
      Sponsor in writing; (iii) in the case of Equity One, Inc., 121 Woodcrest Road,
      Cherry Hill, New Jersey 08003, Attention: Investor Reporting; (iv) in the case
      of Ocwen, Ocwen Loan Servicing, LLC, 1661 Worthington Road, Suite 100, West
      Palm
      Beach, Florida 33409, Attention: Secretary; (v) in the case of the Trustee,
      at
      each Corporate Trust Office or such other address as the Trustee may hereafter
      furnish to the other parties hereto; (vi) in the case of Wells Fargo Bank,
      National Association, as Custodian, 24 Executive Park, Suite 100, Irvine,
      California 92614, (vii) in the case of the Securities Administrator, its
      Corporate Trust Office; (viii) in the case of the Master Servicer, P.O. Box
      98,
      Columbia, Maryland 21046 (or for overnight deliveries, 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention Client Manager - NHEL 2007-3) and (ix)
      in
      the case of the Rating Agencies, (a) Standard & Poor’s, 55 Water Street,
      41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group; (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring; and (c) DBRS, Inc., 55 Broadway, Residential Mortgage
      Ratings, New York, New York 10006. Any notice delivered to the Sponsor or the
      Trustee under this Agreement shall be effective only upon receipt. Any notice
      required or permitted to be mailed to a Certificateholder, unless otherwise
      provided herein, shall be given by first-class mail, postage prepaid, at the
      address of such Certificateholder as shown in the Certificate Register; any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given, whether or not the
      Certificateholder receives such notice.

     

    Section
      11.06  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      11.07  Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders.

     

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

     

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

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of such
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.10  Third
      Party Beneficiaries.

     

    Each
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express rights to receive any payments under this Agreement or
      any
      other express
      rights of
      each
      Swap Provider explicitly stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     

    Section
      11.11  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.14 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB. Therefore, each of the
      parties agrees that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      advice of counsel, or otherwise in respect of the requirements of Regulation
      AB
      and (c) the parties shall comply with requests made by the Sponsor or the
      Depositor for delivery of additional or different information as the Sponsor
      or
      the Depositor may determine in good faith is necessary to comply with the
      provisions of Regulation AB.

     

    Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.14
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) the Servicer does not believe that such additional
      information is required under Regulation AB and (ii) the Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by the Servicer in connection
      with
      the preparation and delivery of such additional information and the Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Sponsor, the Servicers, the Master Servicer,
      the Securities Administrator and the Trustee have caused their names to be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    
      	 	 NOMURA
              HOME EQUITY LOAN, INC.,
	 	 as
              Depositor
	 	 By:	
               /s/
                John P. Graham

            
	 	 Name: 	
              John
                P. Graham

            
	 	 Title: 	
              Managing
                Director

               

            
	 	 NOMURA
              CREDIT & CAPITAL, INC.,
	 	 as
              Sponsor
	 	 By:	
               /s/
                Timothy P.F. Crowley 

            
	 	 Name: 	
              Timothy
                P. F. Crowley

            
	 	 Title: 	
              Vice
                President

               

            
	 	 WELLS
              FARGO
              BANK, NATIONAL
              ASSOCIATION,
	 	 as
              Master Servicer and Securities Administrator
	 	 By:	
               /s/
                Carla S. Walker 

            
	 	 Name: 	
              Carla
                S. Walker

            
	 	 Title: 	
              Vice
                President

               

            
	 	 HSBC
              BANK
              USA, NATIONAL
              ASSOCIATION,
	 	 as
              Trustee
	 	 By:	
               /s/
                Nina Nassar 

            
	 	 Name: 	
              Nina
                Nassar

            
	 	 Title: 	
              Officer

               

            
	 	 EQUITY
              ONE, INC.,
	 	 as
              a Servicer
	 	 By:	
               /s/
                Dennis J. Lauria 

            
	 	 Name: 	
              Dennis
                J. Lauria

            
	 	 Title: 	
              Senior
                Vice President

               

            
	 	 OCWEN
              LOAN SERVICING, INC.,
	 	 as
              a Servicer
	 	 By:	
               /s/
                Scott W. Anderson 

            
	 	 Name: 	
              Scott
                W. Anderson

            
	 	 Title: 	
              Authorized
                Representative

               

            
	 	 With
              respect to Sections 3.33, 3.34, 3.35 and 3.36
	 	
               WELLS
                FARGO BANK, NATIONAL ASSOCIATION, 

               as
                Credit Risk Manager

            
	 	 By:	
               /s/
                Carla S. Walker 

            
	 	 Name: 	
              Carla
                S. Walker

            
	 	 Title: 	
              Vice
                President

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )
                  ss.:

              	 
	
                COUNTY
                  OF NEW YORK

                 

              	
                )

                 

              	 


      

       

    

    On
      this
      ___ day of April 2007, before me, a notary public in and for said State,
      appeared _____________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Home Equity Loan, Inc.,
      one of the entities that executed the within instrument, and also known to
      me to
      be the person who executed it on behalf of such corporation and acknowledged
      to
      me that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
            	
               

            
	 	
              Notary
                Public

            


    

     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF NEW YORK

               

            	
              )

               

            	 


    

    


    On
      this
      ____ day of April 2007 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., one of the entities that executed the within instrument, and also known
      to
      me to be the person who executed it on behalf of such corporation, and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        	
              	
                 

              
	 	
                Notary
                  Public

              


      

    

     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF 

               

            	
              )

               

            	 


    

    


    On
      this
      ____ day of April 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Ocwen Loan Servicing, LLC, one
      of
      the entities that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        	
              	
                 

              
	 	
                Notary
                  Public

              


      

    

     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              STATE
                OF NEW JERSEY 

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF 

               

            	
              )

               

            	 


    

     

    On
      this
      ____ day of April 2007, before me, a notary public in and for said State,
      appeared _________________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Equity One, Inc., one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        	
              	
                 

              
	 	
                Notary
                  Public

              


      

    

     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF 

               

            	
              )

               

            	 


    

     

    On
      this
      ____ day of April 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        
          	
                	
                   

                
	 	
                  Notary
                    Public

                


        

      

       

    

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              STATE
                OF 

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF 

               

            	
              )

               

            	 


    

     

    On
      this
      ____ day of April 2007, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        
          	
                	
                   

                
	 	
                  Notary
                    Public

                


        

      

       

    

    [Notarial
      Seal]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    EXHIBIT
      A-1

     

    FORM
      OF CLASS [I][II]-A-[1][2][3][4] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
      CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
      A
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(b)
      OF THE POOLING AND SERVICING AGREEMENT.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Certificate
                No. __

            	
              Pass-Through
                Rate: Floating

            
	 	 
	
              Class
                [I][II]-A-[1][2][3][4] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: April 1, 2007

            	
              Aggregate
                Initial Certificate Principal Balance of the Class [I][II]-A-[1][2][3][4]
                Certificates as of the Cut-off Date:

              $_________________

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	 	 
	
              First
                Distribution Date: May 25, 2007

            	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:

              $_________________

            
	 	 
	 	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2037

            	
              CUSIP:
                [______________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [I][II]-A-[1][2][3][4] Certificates with respect to a Trust Fund consisting
      primarily of a pool of conventional one- to four-family fixed-rate and
      adjustable-rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
      INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional
      first and second lien, fixed-rate and adjustable-rate mortgage loans secured
      by
      one- to four- family residences, units in planned unit developments, individual
      condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
      NHEL. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor,
Ocwen
      Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer,
Wells
      Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate will equal the lesser of (i) the sum
      of
      One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
      possible Optional Termination Date, [___]% or (B) after the first possible
      Optional Termination Date, [___]%, (ii) the applicable Net Funds Cap and (iii)
      the applicable Maximum Cap. The Securities Administrator will distribute on
      the
      25th day of each month, or, if such 25th day is not a Business Day, the
      immediately following Business Day (each, a “Distribution Date”), commencing on
      the First Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, an amount equal to the product
      of
      the Percentage Interest evidenced by this Certificate and the amount (of
      interest and principal, if any) required to be distributed to the Holders of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month following the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the Certificate Principal Balance of this Class of Certificates will
      be
      reduced to zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal
      hereon.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Securities Administrator. This Certificate is limited in right of payment
      to certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust Fund relating to the Mortgage Loans and the
      Supplemental Interest Trust, all as more specifically set forth in the
      Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate shall be deemed to make the representations in Section 6.02(b)
      of
      the Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund subject to additional terms
      set forth in the Agreement. Such optional repurchase may be made by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
      Principal Balance of the Mortgage Loans. The exercise of such right will effect
      the early retirement of the Certificates. Notwithstanding the foregoing, the
      Master Servicer shall not be entitled to exercise the Cleanup Call to the extent
      that the Depositor creates a net interest margin transaction which includes
      the
      Class X Certificates or Class P Certificates and the notes issued pursuant
      to
      such net interest margin transaction are outstanding on the date on which the
      Master Servicer intends to exercise the Cleanup Call. In no event, however,
      will
      the Trust Fund created by the Agreement continue beyond the earlier of (i)
      the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

    
      	 	 	 
	
              Dated: April
                __, 2007

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Authorized
                Signatory

            


    

    


     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II]-A-[1][2][3][4] Certificates referred to in the
      within-mentioned Agreement.

    
      	 	 	 
	
               

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Authorized
                Signatory

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

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


    
      	 	.
	 	.
	 	
              .

            


    

    


    
      	
              Dated:

            	
              _________________________________

            
	 	
              Signature
                by or on behalf of assignor

            
	 	
              _________________________________

            
	 	
              Signature
                Guaranteed

            


    

    


    


     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of
                  ________________________________________________________________________________________________________________________________________________

              
	
                account
                  number
                  ____________________________________________________________________________________________

              	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to
                  _____________________________________________________________________________________________________________________________

              
	 
	 
	
                This
                  information is provided by
                  ______________________________________________________________________________________________________________________________

              
	
                assignee
                  named above, or
                  _________________________________________________________________________________________________________________________________________

              
	
                its
                  agent.

              	 


      

       

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-2

     

    FORM
      OF CLASS M-[1][2][3][4][5][6][7][8][9] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
      [[,/AND ]THE CLASS M-1 CERTIFICATES] [[,/AND] THE CLASS M-2 CERTIFICATES]
      [[AND/,] THE CLASS M-3 CERTIFICATES] [[AND/,] THE CLASS M-4 CERTIFICATES]
      [[,/AND] THE CLASS M-5 CERTIFICATES] [[,/AND] THE CLASS M-6 CERTIFICATES]
      [[,/AND] THE CLASS M-7 CERTIFICATES] [AND] THE CLASS M-8 CERTIFICATES] AS
      DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY PRINCIPAL
      PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
      THE
      INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS
      CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
      ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE
      BY
      INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
      SET
      FORTH IN SECTION 6.02(b) OF THE AGREEMENT.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Certificate
                No. __

            	
              Pass-Through
                Rate: Floating

            
	 	 
	
              Class
                M-[1][2][3][4][5][6][7][8][9] Subordinate

            	 
	 	
               

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: April 1,
                2007

            	
              Aggregate
                Initial Certificate Principal Balance of the Class
                M-[1][2][3][4][5][6][7][8][9] Certificates as of the Cut-off
                Date:

              $
                _______________

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	 	 
	
              First
                Distribution Date: May 25, 2007

            	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:

              $
                _______________

            
	 	 
	 	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2037

            	
              CUSIP:
                [__________________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      M-[1][2][3][4][5][6][7][8][9] Certificates with respect to a Trust Fund
      consisting primarily of a pool of conventional one- to four-family fixed-rate
      and adjustable-rate mortgage loans sold by NOMURA HOME EQUITY LOAN,
      INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first and second lien, fixed-rate and adjustable-rate
      mortgage loans secured by one- to four- family residences, units in planned
      unit
      developments, individual condominium units and townhouses (collectively, the
      “Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
      to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
      Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
      servicer, Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
      securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association, as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate will equal the lesser of (i) the sum
      of
      One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
      possible Optional Termination Date, [___]% or (B) after the first possible
      Optional Termination Date, [___]%, (ii) the applicable Net Funds Cap and (iii)
      the applicable Maximum Cap. The Securities Administrator will distribute on
      the
      25th day of each month, or, if such 25th day is not a Business Day, the
      immediately following Business Day (each, a “Distribution Date”), commencing on
      the First Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the Business Day
      immediately preceding such Distribution Date, an amount equal to the product
      of
      the Percentage Interest evidenced by this Certificate and the amount (of
      interest and principal, if any) required to be distributed to the Holders of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month following the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the Certificate Principal Balance of this Class of Certificates will
      be
      reduced to zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal hereon and any
      Realized Losses allocable hereto.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Securities Administrator. This Certificate is limited in right of payment
      to certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust Fund relating to the Mortgage Loans and the
      Supplemental Interest Trust, all as more specifically set forth in the
      Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 6.02(b) of the Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund subject to additional terms
      set forth in the Agreement. Such optional repurchase may be made by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
      Principal Balance of the Mortgage Loans. The exercise of such right will effect
      the early retirement of the Certificates. Notwithstanding the foregoing, the
      Master Servicer shall not be entitled to exercise the Cleanup Call to the extent
      that the Depositor creates a net interest margin transaction which includes
      the
      Class X Certificates or Class P Certificates and the notes issued pursuant
      to
      such net interest margin transaction are outstanding on the date on which the
      Master Servicer intends to exercise the Cleanup Call. In no event, however,
      will
      the Trust Fund created by the Agreement continue beyond the earlier of (i)
      the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

    


    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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

    
      
        	 	 	 
	
                Dated: April
                  __, 2007

              	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Authorized
                  Signatory

              


      

      
 

      CERTIFICATE
        OF AUTHENTICATION

    

     

    This
      is
      one of the Class M-[1][2][3][4][5][6][7][8][9] Certificates referred to in
      the
      within-mentioned Agreement.

    
      
        	 	 	 
	
                 

              	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator 

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Authorized
                  Signatory

              


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

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

    


    
      	 	.
	 	.
	 	
              .

            


    

    


    
      	
              Dated:

            	
              _________________________________

            
	 	
              Signature
                by or on behalf of assignor

            
	 	
              _________________________________

            
	 	
              Signature
                Guaranteed

            


    

    


    


     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of
                  ________________________________________________________________________________________________________________________________________________

              
	
                account
                  number
                  ____________________________________________________________________________________________

              	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to
                  _____________________________________________________________________________________________________________________________

              
	 
	 
	
                This
                  information is provided by
                  ______________________________________________________________________________________________________________________________

              
	
                assignee
                  named above, or
                  _________________________________________________________________________________________________________________________________________

              
	
                its
                  agent.

              	 


      

       

       

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-3

     

    FORM
      OF CLASS X CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND SUBORDINATE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
      SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
      THE
      SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
      ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
      WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
      WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
      APPLICABLE JURISDICTION.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
      AGREEMENT.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Certificate
                No. __

            	
              Percentage
                Interest: [___]%

            
	 	 
	
              Class
                X

            	
              Variable
                Pass-Through Rate

            
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2007

            	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:

              $
                ________________

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              First
                Distribution Date: May 25, 2007

            	
               

            
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2037

            	
              CUSIP:
                [_____________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      X
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed-rate and adjustable-rate mortgage loans
      sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that [______________] is the registered owner of the Percentage
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a trust (the “Trust Fund”), generally
      consisting of conventional first and second lien, fixed-rate and adjustable-rate
      mortgage loans secured by one- to four- family residences, units in planned
      unit
      developments, individual condominium units and townhouses (collectively, the
      “Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
      to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
      Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
      servicer, Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
      securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association, as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Certificate Notional
      Balance hereof at a per annum rate equal to the Class X Pass-Through Rate as
      set
      forth in the Agreement. The Securities Administrator will distribute on the
      25th
      day of each month, or, if such 25th day is not a Business Day, the immediately
      following Business Day (each, a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the last day (or if such last day
      is
      not a Business Day, the Business Day immediately preceding such last day) of
      the
      calendar month immediately preceding the month in which the Distribution Date
      occurs, an amount equal to the product of the Percentage Interest evidenced
      by
      this Certificate and the amount required to be distributed to the Holders of
      Certificates of the same Class as this Certificate. The Assumed Final
      Distribution Date is the Distribution Date in the month following the latest
      scheduled maturity date of any Mortgage Loan.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit E and either F or G, as applicable,
      and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
      such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Securities Administrator or the Trustee in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. Neither the Depositor
      nor the Trustee is obligated to register or qualify the Class of Certificates
      specified on the face hereof under the 1933 Act or any other securities law
      or
      to take any action not otherwise required under the Agreement to permit the
      transfer of such Certificates without registration or qualification. Any Holder
      desiring to effect a transfer of this Certificate shall be required to indemnify
      the Trustee, the Securities Administrator, the Depositor and the Sponsor against
      any liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such federal and state laws.

     

    No
      transfer of this Certificate shall be made to any person unless the transferee
      provides a certification pursuant to Section 6.02(b) of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      relating to the Mortgage Loans and the Supplemental Interest Trust formed
      pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Securities
      Administrator is not liable to the Certificateholders for any amount payable
      under this Certificate or the Agreement or, except as expressly provided in
      the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Securities Administrator. This Certificate is limited in right of payment
      to certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust fund relating to the Mortgage Loans and the
      Supplemental Interest Trust, all as more specifically set forth in the
      Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund subject to additional terms
      set forth in the Agreement. Such optional repurchase may be made by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
      Principal Balance of the Mortgage Loans. The exercise of such right will effect
      the early retirement of the Certificates. Notwithstanding the foregoing, the
      Master Servicer shall not be entitled to exercise the Cleanup Call to the extent
      that the Depositor creates a net interest margin transaction which includes
      the
      Class X Certificates or Class P Certificates and the notes issued pursuant
      to
      such net interest margin transaction are outstanding on the date on which the
      Master Servicer intends to exercise the Cleanup Call. In no event, however,
      will
      the Trust Fund created by the Agreement continue beyond the earlier of (i)
      the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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

     

    Dated:
      April __, 2007

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	
              Authorized
                Signatory 

            


    

     

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class X Certificates referred to in the within-mentioned
      Agreement.

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	
              Authorized
                Signatory 

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

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

    


    
      	 	.
	 	.
	 	
              .

            


    

    


    
      	
              Dated:

            	
              ______________________________________

            
	 	
              Signature
                by or on behalf of assignor

            
	 	
              ______________________________________

            
	 	
              Signature
                Guaranteed

            


    

    


    


     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of
                  ________________________________________________________________________________________________________________________________________________

              
	
                account
                  number
                  ____________________________________________________________________________________________

              	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to
                  _____________________________________________________________________________________________________________________________

              
	 
	 
	
                This
                  information is provided by
                  ______________________________________________________________________________________________________________________________

              
	
                assignee
                  named above, or
                  _________________________________________________________________________________________________________________________________________

              
	
                its
                  agent.

              	 


      

       

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-4

     

    FORM
      OF CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING
      THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR
      ANY
      ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
      NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE
      RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE FORM
      PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
      OF
      SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR THAT SUCH
      REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT
      AND
      OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
      JURISDICTION.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
      AGREEMENT.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Certificate
                No. __

            	
              Percentage
                Interest: 100%

            
	 	 
	
              Class
                P

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2007

            	
              Aggregate
                Initial Certificate Principal Balance of the Class P Certificates
                as of
                the Cut-off Date: $100

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              First
                Distribution Date: May 25, 2007

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2037

            	
              CUSIP:
                [________________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      P
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family fixed-rate and adjustable-rate mortgage loans
      sold by NOMURA HOME EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that [____________] is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”), generally
      consisting of conventional first and second lien, fixed-rate and adjustable-rate
      mortgage loans secured by one- to four- family residences, units in planned
      unit
      developments, individual condominium units and townhouses (collectively, the
      “Mortgage Loans”) sold by NHEL. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NHEL. The Trust Fund was created pursuant
      to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”), among NHEL, as depositor (the “Depositor”), the
      Sponsor, Ocwen Loan Servicing, LLC, as a servicer, Equity One, Inc., as a
      servicer, Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
      securities administrator (the “Securities Administrator”) and HSBC Bank USA,
      National Association, as trustee (the “Trustee”), a summary of certain of the
      pertinent provisions of which is set forth hereafter. To the extent not defined
      herein, capitalized terms used herein shall have the meaning ascribed to them
      in
      the Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    The
      Securities Administrator will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the calendar
      month
      immediately preceding the month in which the Distribution Date occurs, an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Certificates of
      the
      same Class as this Certificate. The Assumed Final Distribution Date is the
      Distribution Date in the month following the latest scheduled maturity date
      of
      any Mortgage Loan.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit E and either F or G, as applicable,
      and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
      such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Securities Administrator or the Trustee in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. Neither the Depositor,
      the Securities Administrator nor the Trustee is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Securities Administrator, the
      Depositor and the Sponsor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate shall be made to any person unless the transferee
      provides a certification pursuant to Section 6.02(b) of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Securities
      Administrator is not liable to the Certificateholders for any amount payable
      under this Certificate or the Agreement or, except as expressly provided in
      the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Securities Administrator. This Certificate is limited in right of payment
      to Prepayment Charges collected in respect of the Mortgage Loans and amounts
      on
      deposit in the Class P Certificate Account as more specifically set forth in
      the
      Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund subject to additional terms
      set forth in the Agreement. Such optional repurchase may be made by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
      Principal Balance of the Mortgage Loans. The exercise of such right will effect
      the early retirement of the Certificates. Notwithstanding the foregoing, the
      Master Servicer shall not be entitled to exercise the Cleanup Call to the extent
      that the Depositor creates a net interest margin transaction which includes
      the
      Class X Certificates or Class P Certificates and the notes issued pursuant
      to
      such net interest margin transaction are outstanding on the date on which the
      Master Servicer intends to exercise the Cleanup Call. In no event, however,
      will
      the Trust Fund created by the Agreement continue beyond the earlier of (i)
      the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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

     

    Dated:
      April __, 2007

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	
              Authorized
                Signatory 

            


    

     

    
 

     

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Authorized
                Signatory

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

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

    


    
      	 	.
	 	.
	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
 

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of
                  ________________________________________________________________________________________________________________________________________________

              
	
                account
                  number
                  ____________________________________________________________________________________________

              	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to
                  _____________________________________________________________________________________________________________________________

              
	 
	 
	
                This
                  information is provided by
                  ______________________________________________________________________________________________________________________________

              
	
                assignee
                  named above, or
                  _________________________________________________________________________________________________________________________________________

              
	
                its
                  agent.

              	 


      

       

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A-5

     

    FORM
      OF CLASS R[-X] CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
      OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
      AGREEMENT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
      OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
      AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
      WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
      FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
      GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION,
      OR
      ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
      (OTHER THAN CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
      WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
      THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
      INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
      1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
      775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A),
      (B),
      (C), (D) OR (E) BEING HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR
      (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER
      IS
      TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
      CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
      PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
      REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
      A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
      SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
      CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
      SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
      PARAGRAPH.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              Certificate
                No. __

            	 
	 	 
	
              Class
                R[-X]

            	
              Percentage
                Interest: [__]

            
	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: April 1, 2007

            	 
	 	 
	
              Trustee:
                HSBC Bank USA, National Association 

            	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              First
                Distribution Date: May 25, 2007

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              March
                25, 2037

            	
              CUSIP:
                [_______________]

            
	 	 


    

    


    ASSET-BACKED
      CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      R[-X] Certificates
      with respect to a Trust Fund consisting primarily of a pool of conventional
      one-
      to four-family fixed-rate and adjustable-rate mortgage loans sold by NOMURA
      HOME
      EQUITY LOAN, INC.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Home Equity Loan, Inc.
      (“NHEL”), the Securities Administrator or the Trustee or any of their affiliates
      or any other person. Neither this Certificate nor the underlying Mortgage Loans
      are guaranteed or insured by any governmental entity or by NHEL, the Securities
      Administrator or the Trustee or any of their affiliates or any other person.
      None of NHEL, the Trustee, the Securities Administrator or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that [____________] is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”), generally
consisting
      of conventional
      first and second lien, fixed-rate and adjustable-rate mortgage loans secured
      by
      one- to four- family residences, units in planned unit developments, individual
      condominium units and townhouses (collectively, the “Mortgage Loans”) sold by
      NHEL. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NHEL. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NHEL, as depositor (the “Depositor”), the Sponsor, Ocwen
      Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Wells
      Fargo
      Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to the
      Securities Administrator of, among other things, an affidavit to the effect
      that
      it is a United States Person and Permitted Transferee, (iii) any attempted
      or
      purported transfer of any Ownership Interest in this Certificate in violation
      of
      such restrictions will be absolutely null and void and will vest no rights
      in
      the purported transferee, and (iv) if any person other than a United States
      Person and a Permitted Transferee acquires any Ownership Interest in this
      Certificate in violation of such restrictions, then the Depositor will have
      the
      right, in its sole discretion and without notice to the Holder of this
      Certificate, to sell this Certificate to a purchaser selected by the Depositor,
      which purchaser may be the Depositor, or any affiliate of the Depositor, on
      such
      terms and conditions as the Depositor may choose.

     

    The
      Securities Administrator will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day (or if such last day is not a Business
      Day, the Business Day immediately preceding such last day) of the calendar
      month
      immediately preceding the month in which the Distribution Date occurs, an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amounts required to be distributed to the Holders of Certificates of
      the
      same Class as this Certificate. The Assumed Final Distribution Date is the
      Distribution Date in the month following the latest scheduled maturity date
      of
      any Mortgage Loan.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the above, the final distribution on this Certificate will
      be
      made after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made to any person unless the transferee
      provides a certification pursuant to Section 6.02(b) of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Securities Administrator. This Certificate is limited in right of payment
      to certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust Fund (including the Swap Agreement), all as more
      specifically set forth in the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Holder and upon all future Holders of this
      Certificate and of any Certificate issued upon the transfer hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge payable in connection
      therewith. The Depositor, the Master Servicer, the Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Fund and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds due under the Agreement,
      or
      (ii) the optional repurchase by the party named in the Agreement of all the
      Mortgage Loans and other assets of the Trust Fund subject to additional terms
      set forth in the Agreement. Such optional repurchase may be made by the Master
      Servicer only if on such Distribution Date the aggregate Stated Principal
      Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
      Principal Balance of the Mortgage Loans. The exercise of such right will effect
      the early retirement of the Certificates. Notwithstanding the foregoing, the
      Master Servicer shall not be entitled to exercise the Cleanup Call to the extent
      that the Depositor creates a net interest margin transaction which includes
      the
      Class X Certificates or Class P Certificates and the notes issued pursuant
      to
      such net interest margin transaction are outstanding on the date on which the
      Master Servicer intends to exercise the Cleanup Call. In no event, however,
      will
      the Trust Fund created by the Agreement continue beyond the earlier of (i)
      the
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

    


    
      Dated:
        April __, 2007

      
        	 	 	 
	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

              
	 	
                Authorized
                  Signatory 

              


      

       

    

    


    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R[-X] Certificates referred to in the within-mentioned
      Agreement.

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

            
	 	
              Authorized
                Signatory 

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Percentage Interest evidenced by the
      within Asset-Backed Certificate and hereby authorizes the transfer of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

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

     

    
      	 	.
	 	.
	 	
              .

            


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
       

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

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of
                  ________________________________________________________________________________________________________________________________________________

              
	
                account
                  number
                  ____________________________________________________________________________________________

              	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to
                  _____________________________________________________________________________________________________________________________

              
	 
	 
	
                This
                  information is provided by
                  ______________________________________________________________________________________________________________________________

              
	
                assignee
                  named above, or
                  _________________________________________________________________________________________________________________________________________

              
	
                its
                  agent.

              	 


      

       

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    The
      Preliminary and Final Mortgage Loan Schedules shall set forth the following
      information with respect to each Mortgage Loan:

     

    
      
        	
              	a)	
                the
                  Mortgage Loan identifying
                  number;

              


      

    

     

    
      
        	
              	b)	
                a
                  code indicating to which Loan Group a Mortgage Loan has been assigned,
                  if
                  applicable;

              


      

    

     

    
      
        	
              	c)	
                a
                  code indicating whether the Mortgaged Property is
                  owner-occupied;

              


      

    

     

    
      
        	
              	d)	
                the
                  type of Residential Dwelling constituting the Mortgaged
                  Property;

              


      

    

     

    
      
        	
              	e)	
                the
                  original months to maturity;

              


      

    

     

    
      
        	
              	f)	
                the
                  original date of the Mortgage Loan and the remaining months to
                  maturity
                  from the Cut-off Date, based on the original amortization
                  schedule;

              


      

    

     

    
      
        	
              	g)	
                the
                  Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable,
                  at
                  origination;

              


      

    

     

    
      
        	
              	h)	
                the
                  Mortgage Rate in effect immediately following the Cut-off
                  Date;

              


      

    

     

    
      
        	
              	i)	
                the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan;

              


      

    

     

    
      
        	
              	j)	
                the
                  stated maturity date;

              


      

    

     

    
      
        	
              	k)	
                the
                  amount of the Monthly Payment at
                  origination;

              


      

    

     

    
      
        	
              	l)	
                the
                  amount of the Monthly Payment as of the Cut-off
                  Date;

              


      

    

     

    
      
        	
              	m)	
                the
                  last Due Date on which a Monthly Payment was actually applied to
                  the
                  unpaid Stated Principal
                  Balance;

              


      

    

     

    
      
        	
              	n)	
                the
                  original principal amount of the Mortgage
                  Loan;

              


      

    

     

    
      
        	
              	o)	
                the
                  Stated Principal Balance of the Mortgage Loan as of the close of
                  business
                  on the Cut-off Date;

              


      

    

     

    
      
        	
              	p)	
                with
                  respect to each adjustable rate Mortgage Loan, the first Adjustment
                  Date;

              


      

    

     

    
      
        	
              	q)	
                with
                  respect to each adjustable rate Mortgage Loan, the Gross
                  Margin;

              


      

    

     

    
      
        	
              	r)	
                a
                  code indicating the purpose of the loan (i.e., purchase financing,
                  rate/term refinancing, cash-out
                  refinancing);

              


      

    

     

    
      
        	
              	s)	
                with
                  respect to each adjustable rate Mortgage Loan, the Maximum Mortgage
                  Rate
                  under the terms of the Mortgage
                  Note;

              


      

    

     

    
      
        	
              	t)	
                with
                  respect to each adjustable rate Mortgage Loan, the Minimum Mortgage
                  Rate
                  under the terms of the Mortgage
                  Note;

              


      

    

     

    
      
        	
              	u)	
                the
                  Mortgage Rate at origination;

              


      

    

     

    
      
        	
              	v)	
                with
                  respect to each adjustable rate Mortgage Loan, the Periodic Rate
                  Cap;

              


      

    

     

    
      
        	
              	w)	
                with
                  respect to each adjustable rate Mortgage Loan, the first Adjustment
                  Date
                  immediately following the Cut-off
                  Date;

              


      

    

     

    
      
        	
              	x)	
                with
                  respect to each adjustable rate Mortgage Loan, the
                  Index;

              


      

    

     

    
      
        	
              	y)	
                the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan and,
                  if such date is not consistent with the Due Date currently in effect,
                  such
                  Due Date;

              


      

    

     

    
      
        	
              	z)	
                a code
                  indicating whether the Mortgage Loan is an Adjustable Rate Mortgage
                  Loan
                  or a fixed rate Mortgage
                  Loan;

              


      

    

     

    
      
        	
              	aa)	
                a
                  code indicating the documentation style (i.e., full, stated or
                  limited);

              


      

    

     

    
      
        	
              	bb)	
                a
                  code indicating if the Mortgage Loan is subject to a primary insurance
                  policy or lender paid mortgage insurance policy and the name of
                  the
                  insurer;

              


      

    

     

    
      
        	
              	cc)	
                the
                  Appraised Value of the Mortgaged
                  Property;

              


      

    

     

    
      
        	
              	dd)	
                the
                  sale price of the Mortgaged Property, if
                  applicable;

              


      

    

     

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

              


      

    

     

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

              


      

    

     

    
      
        	
              	gg)	
                the
                  Mortgagor’s debt to income ratio at
                  origination;

              


      

    

     

    
      
        	
              	hh)	
                the
                  FICO score at origination; 

              


      

    

     

    
      
        	
              	ii)	
                the
                  Servicer; and

              


      

    

     

    
      
        	
              	jj)	
                a
                  code indicating whether the Mortgage Loan is a secured by either
                  a first
                  lien Mortgage Loan or a second lien Mortgage
                  Loan.

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT C

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    

      MORTGAGE
        LOAN PURCHASE AGREEMENT

      


      This
        is a
        Mortgage Loan Purchase Agreement (this “Agreement”), dated April 30, 2007,
        between Nomura Credit & Capital, Inc., a Delaware corporation (the “Seller”)
        and Nomura Home Equity Loan, Inc., a Delaware corporation (the
“Purchaser”).

      


      Preliminary
        Statement

      


      The
        Seller intends to sell the Mortgage Loans (as hereinafter identified) and
        any
        rights of the Seller in, to and under the Swap Agreement and the Interest
        Rate
        Cap Agreement (exclusive of any upfront premium paid by the provider of the
        Swap
        Agreement and the Interest Rate Cap Agreement on the Closing Date) to the
        Purchaser on the terms and subject to the conditions set forth in this
        Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
        pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
        series of asset-backed certificates designated as Nomura Home Equity Loan,
        Inc.,
        Home Equity Loan Trust, Series 2007-3, Asset-Backed Certificates (the
“Certificates”). The Certificates will consist of eighteen (18) classes of
        certificates. The Certificates will be issued pursuant to a pooling and
        servicing agreement, dated as of April 1, 2007 (the “Pooling and Servicing
        Agreement”), among the Purchaser as depositor, Ocwen Loan Servicing, LLC
        (“Ocwen”) as a servicer, Equity One, Inc. (“Equity One”) as a servicer, Wells
        Fargo Bank, N.A. (“Wells Fargo”) as master servicer and securities
        administrator, the Seller as sponsor and HSBC Bank USA, National Association
        as
        trustee (the “Trustee”). The Purchaser will sell the Class I-A-1, Class II-A-1,
        Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class M-3,
        Class
        M-4, Class M-5, Class M-6, Class M-7, Class M-8, and Class M-9 Certificates
        to
        Lehman Brothers Inc. (“Lehman”), Greenwich Capital Markets, Inc. (“Greenwich”)
        and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill”, together
        with Lehman and Greenwich, the “Underwriters”), pursuant to the Underwriting
        Agreement, dated April
        24,
        2007,
        among the Purchaser and the Underwriters and the Terms Agreement, dated April
        24, 2007, among the Purchaser and the Underwriters. Capitalized terms used
        but
        not defined herein shall have the meanings set forth in the Pooling and
        Servicing Agreement. Pursuant to the custodial agreement, dated as of April
        1,
        2007 (the “Custodial Agreement”), among the Trustee, Ocwen as a servicer, Equity
        One as a servicer, Wells Fargo as a servicer (Wells Fargo, together with
        Ocwen
        and Equity One, the “Servicers”) and Wells Fargo as custodian (the “Custodian”),
        the Trustee intends to have the Custodian take possession of the Mortgages
        and
        Mortgage Notes, along with certain other documents specified in the Custodial
        Agreement, as the custodian of the Trustee, in accordance with the terms
        and
        conditions thereof.

      


      The
        parties hereto agree as follows:

      


      SECTION
        1.  Agreement
        to Purchase.
        The
        Seller hereby sells, and the Purchaser hereby purchases, on April 30, 2007
        (the
“Closing Date”), (a) certain conventional, one-to-four family, fixed-rate and
        adjustable-rate mortgage loans secured by first or second liens on residential
        real properties (the “Mortgage Loans”), having an aggregate principal balance as
        of the close of business on April 1, 2007 (the “Cut-off Date”) of approximately
        $1,144,802,765 (the “Closing Balance”), after giving effect to all payments due
        on the Mortgage Loans on or before the Cut-off Date, whether or not received,
        including the right to any Prepayment Charges payable by the related Mortgagors
        in connection with any Principal Prepayments on the Mortgage Loans and (b)
        all
        Seller’s rights, if any, under each of the Swap Agreement and the Interest Rate
        Cap Agreement (exclusive of any upfront premium paid by the provider of the
        Swap
        Agreement and the Interest Rate Cap Agreement on the Closing Date).

      


      SECTION
        2.  Mortgage
        Loan Schedule.
        The
        Purchaser and the Seller have agreed upon which of the mortgage loans owned
        by
        the Seller are to be purchased by the Purchaser pursuant to this Agreement
        and
        the Seller will prepare or cause to be prepared on or prior to the Closing
        Date
        a final schedule (the “Closing Schedule”) that describes such Mortgage Loans and
        sets forth all of the Mortgage Loans to be purchased under this Agreement,
        including the Prepayment Charges. The Closing Schedule will conform to the
        requirements set forth in this Agreement and to the definition of “Mortgage Loan
        Schedule” under the Pooling and Servicing Agreement.

      


      SECTION
        3.  Consideration.

      


      (a)  In
        consideration for the Mortgage Loans and the rights under the Swap Agreement
        and
        the Interest Rate Cap Agreement (exclusive of any upfront premium paid by
        the
        provider of the Swap Agreement and the Interest Rate Cap Agreement on the
        Closing Date) to be purchased hereunder, the Purchaser shall, as described
        in
        Section 10, (i) pay to or upon the order of the Seller in immediately available
        funds an amount (the “Purchase Price”) equal to (i) [_______]*
        and (ii)
        a 100% interest in the Class X, Class P, Class R and Class R-X Certificates
        of
        which the Class X Certificates and the Class P Certificates shall be registered
        solely in the name of Nomura Holding America Inc. and the Class R Certificates
        and Class R-X Certificates shall be registered solely in the name of
JP
        Morgan
        Chase Bank, National Association.

      


      (b)  The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-off Date,
        all
        other payments of principal due and collected after the Cut-off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-off Date. All scheduled payments of principal and interest due on or
        before
        the Cut-off Date and collected after the Cut-off Date shall belong to the
        Seller.

      


      (c)  Pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign all of
        its
        right, title and interest in and to the Mortgage Loans, the Swap Agreement
        and
        the Interest Rate Cap Agreement (exclusive of any upfront premium paid by
        the
        provider of the Swap Agreement and the Interest Rate Cap Agreement on the
        Closing Date), together with its rights under this Agreement, to the Trustee
        for
        the benefit of the Certificateholders.

      


      SECTION
        4.  Transfer
        of the Mortgage Loans.

      


      (a)  Possession
        of Mortgage Files.
        The
        Seller does hereby sell to the Purchaser, without recourse but subject to
        the
        terms of this Agreement, all of its right, title and interest in, to and
        under
        the Mortgage Loans, including the related Prepayment Charges, the Swap Agreement
        and the Interest Rate Cap Agreement (exclusive of any upfront premium paid
        by
        the provider of the Swap Agreement and the Interest Rate Cap Agreement on
        the
        Closing Date). The contents of each Mortgage File not delivered to the Purchaser
        or to any assignee, transferee or designee of the Purchaser on or prior to
        the
        Closing Date are and shall be held in trust by the Seller for the benefit
        of the
        Purchaser or any assignee, transferee or designee of the Purchaser. Upon
        the
        sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
        Mortgage and the other contents of the related Mortgage File is vested in
        the
        Purchaser and the ownership of all records and documents with respect to
        the
        related Mortgage Loan prepared by or that come into the possession of the
        Seller
        on or after the Closing Date shall immediately vest in the Purchaser and
        shall
        be delivered immediately to the Purchaser or as otherwise directed by the
        Purchaser.

      


      (b)      
        Delivery
        of Mortgage Loan Documents.
        Pursuant
        to various conveyance documents to be executed on the Closing Date and pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign on the
        Closing
        Date all of its right, title and interest in and to the Mortgage Loans to
        the
        Trustee for the benefit of the Certificateholders. In connection with the
        transfer and assignment of the Mortgage Loans, the Seller has delivered or
        will
        deliver or cause to be delivered to the Trustee by the Closing Date or such
        later date as is agreed to by the Purchaser and the Seller (each of the Closing
        Date and such later date is referred to as a “Mortgage
        File Delivery Date”),
        the
        documents set forth on Exhibit
        1
        hereto,
provided,
        however,
        that in
        lieu of the foregoing, the Seller may deliver the following documents, under
        the
        circumstances set forth below: (x) in lieu of the original Mortgage, assignments
        to the Trustee or intervening assignments thereof which have been delivered,
        are
        being delivered or will upon receipt of recording information relating to
        the
        Mortgage required to be included thereon, be delivered to recording offices
        for
        recording and have not been returned in time to permit their delivery as
        specified above, the Seller may deliver a true copy thereof with a certification
        by the Seller on the face of such copy, substantially as follows: “Certified to
        be a true and correct copy of the original, which has been transmitted for
        recording”; (y) in lieu of the Mortgage, assignments to the Trustee or
        intervening assignments thereof, if the applicable jurisdiction retains the
        originals of such documents or if the originals are lost (in each case, as
        evidenced by a certification from the Seller to such effect), the Seller
        may
        deliver photocopies of such documents containing an original certification
        by
        the judicial or other governmental authority of the jurisdiction where such
        documents were recorded; and (z) in lieu of the Mortgage Notes relating to
        the
        Mortgage Loans, each identified in the list delivered by the Purchaser to
        the
        Trustee on the Closing Date and attached hereto as Exhibit
        2,
        the
        Seller may deliver lost note affidavits and indemnities of the Seller; and
        provided further, however, that in the case of Mortgage Loans which have
        been
        prepaid in full after the Cut-off Date and prior to the Closing Date, the
        Seller, in lieu of delivering the above documents, may deliver to the Trustee
        a
        certification by the Seller to such effect. The Seller shall deliver such
        original documents (including any original documents as to which certified
        copies had previously been delivered) or such certified copies to the Trustee
        promptly after they are received. The Seller shall cause the Mortgage and
        intervening assignments, if any, and the assignment of the Mortgage to be
        recorded not later than 180 days after the Closing Date, or, in lieu of such
        assignments, shall provide an Opinion of Counsel pursuant to Section 6 hereof
        to
        the effect that the recordation of such assignment is not necessary to protect
        the Trustee’s interest in the related Mortgage Loan. Upon the request of the
        Purchaser, the Seller will assist the Purchaser in effecting the assignment
        referred to above.

      


      (c)       
        In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
        expense, within thirty (30) days after the Closing Date, the MERS® System to
        indicate that such Mortgage Loans have been assigned by the Seller to the
        Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
        for the benefit of the Certificateholders by including (or deleting, in the
        case
        of Mortgage Loans which are repurchased in accordance with this Agreement)
        in
        such computer files (a) the code in the field which identifies the specific
        Trustee and (b) the code in the field “Pool Field” which identifies the series
        of the Certificates issued in connection with such Mortgage Loans. The Seller
        further agrees that it will not, and will not permit the Servicers to, alter
        the
        codes referenced in this paragraph with respect to any Mortgage Loan during
        the
        term of the Pooling and Servicing Agreement unless and until such Mortgage
        Loan
        is repurchased in accordance with the terms of the Pooling and Servicing
        Agreement.

      


      (d)       
        Acceptance
        of Mortgage Loans.
        The
        documents delivered pursuant to Section 4(b) hereof shall be reviewed by
        the
        Purchaser or any assignee, transferee or designee of the Purchaser at any
        time
        before or after the Closing Date (and with respect to each document permitted
        to
        be delivered after the Closing Date, within seven (7) days of its delivery)
        to
        ascertain that all required documents have been executed and received and
        that
        such documents relate to the Mortgage Loans identified on the Mortgage Loan
        Schedule.

      


      (e)       
        Transfer
        of Interest in Agreements.
        The
        Purchaser has the right to assign its interest under this Agreement, in whole
        or
        in part, to the Trustee, as may be required to effect the purposes of the
        Pooling and Servicing Agreement, without the consent of the Seller, and the
        assignee shall succeed to the rights and obligations hereunder of the Purchaser.
        Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
        in connection with enforcing any obligations of the Seller under this Agreement
        will be promptly reimbursed by the Seller.

      


      SECTION
        5.  Examination
        of Mortgage Files.
        

      


      (a)  On
        or
        before the Mortgage File Delivery Date, the Seller will have made the Mortgage
        Files available to the Purchaser or its agent for examination which may be
        at
        the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
        that the Purchaser or its agent has conducted or has failed to conduct any
        partial or complete examination of the Mortgage Files shall not affect the
        Purchaser’s rights to demand cure, repurchase, substitution or other relief as
        provided in this Agreement. In furtherance of the foregoing, the Seller shall
        make the Mortgage Files available to the Purchaser or its agent from time
        to
        time so as to permit the Purchaser to confirm the Seller’s compliance with the
        delivery and recordation requirements of this Agreement and the Pooling and
        Servicing Agreement. In addition, upon request of the Purchaser, the Seller
        agrees to provide to the Purchaser, the Underwriters and to any investors
        or
        prospective investors in the Certificates information regarding the Mortgage
        Loans (which may be at the offices of the Seller and/or the Seller’s custodian)
        and to make available personnel knowledgeable about the Mortgage Loans for
        discussions with the Purchaser, the Underwriters and such investors or
        prospective investors, upon reasonable request during regular business hours,
        sufficient to permit the Purchaser, the Underwriters and such investors or
        potential investors to conduct such due diligence as any such party reasonably
        believes is appropriate.

      


      (b)  Pursuant
        to the Pooling and Servicing Agreement, on the Closing Date the Custodian
        on
        behalf of the Trustee, for the benefit of the Certificateholders, will review
        items of the Mortgage Files as set forth on Exhibit
        1
        and will
        deliver to the Seller a certification in the form attached as Exhibit 1 to
        the
        Custodial Agreement.

      


      (c)  Pursuant
        to the Pooling and Servicing Agreement, the Trustee or the Custodian, on
        behalf
        of the Trustee, will review the Mortgage Files within 180 days of the Closing
        Date and will deliver to the Seller a final certification substantially in
        the
        form of Exhibit 2 to the Custodial Agreement. If the Custodian is unable
        to
        deliver a final certification with respect to the items listed in Exhibit
        2
        due to
        any document that is missing, has not been executed or is unrelated, determined
        on the basis of the Mortgagor name, original principal balance and loan number,
        to the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
“Material
        Defect”),
        pursuant to Section 6 of the Custodial Agreement, the Custodian will notify
        the
        Trustee of such Material Defect and the Trustee shall notify the Seller of
        such
        Material Defect. The Seller shall correct or cure any such Material Defect
        within ninety (90) days from the date of notice from the Trustee of the Material
        Defect and if the Seller does not correct or cure such Material Defect within
        such period and such defect materially and adversely affects the interests
        of
        the Certificateholders in the related Mortgage Loan, the Seller will, in
        accordance with the terms of the Pooling and Servicing Agreement, within
        ninety
        (90) days of the date of notice, provide the Trustee with a Replacement Mortgage
        Loan (if within two (2) years of the Closing Date) or purchase the related
        Mortgage Loan at the applicable Purchase Price; provided,
        however,
        that if
        such defect relates solely to the inability of the Seller to deliver the
        original security instrument or intervening assignments thereof or a certified
        copy because the originals of such documents or such certified copy have
        not
        been returned by the applicable jurisdiction, then the Seller shall not be
        required to repurchase such Mortgage Loan if the Seller delivers such original
        documents or certified copy promptly upon receipt, but in no event later
        than
        360 days after the Closing Date. The foregoing repurchase obligation shall
        not
        apply in the event that the Seller cannot deliver such original or copy of
        any
        document submitted for recording to the appropriate recording office in the
        applicable jurisdiction because such document has not been returned by such
        office; provided that the Seller shall instead deliver a recording receipt
        of
        such recording office or, if such receipt is not available, a certificate
        of the
        Seller or a Servicing Officer confirming that such documents have been accepted
        for recording, and delivery to the Trustee shall be effected by the Seller
        within thirty (30) days of its receipt of the original recorded
        document.

      


      (d)  At
        the
        time of any substitution, the Seller shall deliver or cause to be delivered
        the
        Replacement Mortgage Loan, the related Mortgage File and any other documents
        and
        payments required to be delivered in connection with a substitution pursuant
        to
        the Pooling and Servicing Agreement. At the time of any purchase or
        substitution, the Trustee shall (i) assign to the Seller and cause the
        Custodian, on behalf of the Trustee, to release the documents (including,
        but
        not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage
        File) in the possession of the Custodian, on behalf of the Trustee, relating
        to
        the Deleted Mortgage Loan and (ii) execute and deliver such instruments of
        transfer or assignment, in each case without recourse, as shall be necessary
        to
        vest in the Seller title to such Deleted Mortgage Loan.

      


      SECTION
        6.  Recordation
        of Assignments of Mortgage.

      


      (a)  The
        Seller will, promptly after the Closing Date, cause each Mortgage and each
        assignment of Mortgage from the Seller to the Trustee, and all unrecorded
        intervening assignments, if any, delivered on or prior to the Closing Date,
        to
        be recorded in all recording offices in the jurisdictions where the related
        Mortgaged Properties are located; provided,
        however,
        the
        Seller need not cause to be recorded any assignment for which (a) the related
        Mortgaged Property is located in any jurisdiction under the laws of which,
        as
        evidenced by an Opinion of Counsel delivered by the Seller to the Trustee
        and
        the Rating Agencies, the recordation of such assignment is not necessary
        to
        protect the Trustee’s interest in the related Mortgage Loan or (b) MERS is
        identified on the Mortgage or on a properly recorded assignment of the Mortgage
        as mortgagee of record solely as nominee for Seller and its successors and
        assigns; provided,
        however,
        notwithstanding the delivery of any Opinion of Counsel, each assignment of
        Mortgage shall be submitted for recording by the Seller in the manner described
        above, at no expense to the Trust Fund or Trustee, upon the earliest to occur
        of
        (i) reasonable direction by the Holders of Certificates evidencing Percentage
        Interests aggregating not less than twenty-five percent (25%) of the Trust,
        (ii)
        the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
        insolvency or foreclosure relating to the Seller, (iv) the occurrence of
        a
        servicing transfer as described in Section 8.02 of the Pooling and Servicing
        Agreement or (v) with respect to any assignment of Mortgage, the occurrence
        of a
        bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
        related Mortgage.

      


      (b)  While
        each such Mortgage or assignment is being recorded, if necessary, the Seller
        shall leave or cause to be left with the Custodian, on behalf of the Trustee,
        a
        certified copy of such Mortgage or assignment. In the event that, within
        180
        days of the Closing Date, the Trustee has not been provided with an Opinion
        of
        Counsel as described above or received evidence of recording with respect
        to
        each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
        or as
        set forth above and the related Mortgage Loan is not a MOM Loan, the failure
        to
        provide evidence of recording or such Opinion of Counsel shall be considered
        a
        Material Defect, and the provisions of Section 5(c) and (d) shall apply.
        All
        customary recording fees and reasonable expenses relating to the recordation
        of
        the assignments of mortgage to the Trustee or the Opinion of Counsel, as
        the
        case may be, shall be borne by the Seller.

      


      SECTION
        7.  Representations,
        Warranties and Covenants of the Seller.

      


      The
        Seller hereby represents and warrants to the Purchaser, as of the date hereof
        and as of the Closing Date, and covenants, that:

      


      (i)  The
        Seller is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and is qualified and in good standing
        to
        do business in each jurisdiction where such qualification is necessary, except
        where the failure to so qualify would not reasonably be expected to have
        a
        material adverse effect on the Seller’s business as presently conducted or on
        the Seller’s ability to enter into this Agreement and to consummate the
        transactions contemplated hereby.

      


      (ii)  The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Seller, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization or by general principles of
        equity.

      


      (iii)  The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the organizational documents of the
        Seller,
        (B) any term or provision of any material agreement, contract, instrument
        or
        indenture, to which the Seller is a party or by which the Seller or any of
        its
        property is bound, or (C) any law, rule, regulation, order, judgment, writ,
        injunction or decree of any court or governmental authority having jurisdiction
        over the Seller or any of its property and (y) does not create or impose
        and
        will not result in the creation or imposition of any lien, charge or encumbrance
        which would have a material adverse effect upon the Mortgage Loans or any
        documents or instruments evidencing or securing the Mortgage Loans.

      


      (iv)  No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates.

      


      (v)  This
        Agreement does not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained herein not
        misleading. The written statements, reports and other documents prepared
        and
        furnished or to be prepared and furnished by the Seller pursuant to this
        Agreement or in connection with the transactions contemplated hereby taken
        in
        the aggregate do not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained therein
        not
        misleading.

      


      (vi)  The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder.

      


      (vii)  The
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement.

      


      (viii)  Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note, and, upon the payment to the Seller of the
        Purchase Price, in the event that the Seller retains or has retained record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof.

      


      (ix)  There
        are
        no actions or proceedings against, or investigations known to it of, the
        Seller
        before any court, administrative or other tribunal (A) that might prohibit
        it
        from entering into this Agreement, (B) seeking to prevent the sale of the
        Mortgage Loans by the Seller or the consummation of the transactions
        contemplated by this Agreement or (C) that might prohibit or materially and
        adversely affect the performance by the Seller of its obligations under,
        or
        validity or enforceability of, this Agreement.

      


      (x)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any relevant jurisdiction, except any as may have
        been
        complied with.

      


      (xi)  The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage Loans
        (except that an entity that previously financed the Seller’s ownership of the
        Mortgage Loans may be entitled to a fee to release its security interest
        in the
        Mortgage Loans, which fee shall have been paid and which security interest
        shall
        have been released on or prior to the Closing Date).

      


      (xii)  There
        is
        no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller.

      


      (xiii)  The Seller
        is a HUD approved mortgagee pursuant to Section 203 of the National Housing
        Act.

      


      SECTION
        8.  Representations
        and Warranties of the Seller Relating to the Mortgage Loans.

      


      The
        Seller hereby represents and warrants to the Purchaser that as to each Mortgage
        Loan as of the Closing Date:

      


      (i)  Information
        provided to the Rating Agencies, including the loan level detail set forth
        on
        the Mortgage Loan Schedule, is true and correct according to the Rating Agency
        requirements;

      


      (ii)  No
        fraud
        has taken place on the part of the Mortgagor or any other party involved
        in the
        origination or servicing of the Mortgage Loan;

      


      (iii)  The
        delinquency status of each Mortgage Loan prior to the Cut-off Date, to the
        extent known by the Seller, is set forth in the Prospectus Supplement, dated
        April 27, 2007, prepared in connection with the offering of the Certificates.
        As
        of the Cut-off Date, no Monthly Payment required to be made under any Mortgage
        Loan was more than thirty (30) days delinquent;

      


      (iv)  Neither
        the Seller nor the related originator of the Mortgage Loan has advanced any
        Monthly Payment required under the terms of the Mortgage Note;

      


      (v)  There
        are
        no delinquent taxes, assessment liens or insurance premiums affecting the
        related Mortgaged Property;

      


      (vi)  The
        terms
        of the Mortgage Note and the Mortgage have not been materially impaired,
        waived,
        altered or modified in any respect, except by written instruments, recorded
        in
        the applicable public recording office if necessary to maintain the lien
        priority of the Mortgage. The substance of any such waiver, alteration or
        modification has been approved by the title insurer, to the extent required
        by
        the related policy. No Mortgagor has been released, in whole or in part,
        except
        in connection with an assumption agreement (approved by the title insurer
        to the
        extent required by the policy);

      


      (vii)  The
        Mortgaged Property is insured against loss by fire and hazards of extended
        coverage (excluding earthquake insurance) in an amount which is at least
        equal
        to the lesser of (i) the amount necessary to compensate for any damage or
        loss
        to the improvements which are a part of such property on a replacement cost
        basis or (ii) the outstanding principal balance of the Mortgage Loan. If
        the
        Mortgaged Property is in an area identified on a flood hazard map or flood
        insurance rate map issued by the Federal Emergency Management Agency as having
        special flood hazards (and such flood insurance has been made available),
        a
        flood insurance policy meeting the requirements of the current guidelines
        of the
        Federal Insurance Administration is in effect. All such insurance policies
        contain a standard mortgagee clause naming the originator of the Mortgage
        Loan,
        its successors and assigns as mortgagee and the Seller has not engaged in
        any
        act or omission which would impair the coverage of any such insurance policies.
        Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
        and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor’s cost and expense and to seek
        reimbursement therefor from the Mortgagor;

      


      (viii)  Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity, fair housing, predatory, fair
        lending or disclosure laws applicable to the origination and servicing of
        the
        Mortgage Loans including any Prepayment Charges have been complied with in
        all
        material respects, and the consummation of the transactions contemplated
        hereby
        will not involve the violation of any such laws;

      


      (ix)  The
        Mortgage has not been satisfied, cancelled, subordinated (other than with
        respect to second lien Mortgage Loans, the subordination to the first lien)
        or
        rescinded, in whole or in part, and the Mortgaged Property has not been released
        from the lien of the Mortgage, in whole or in part, nor has any instrument
        been
        executed that would effect any such satisfaction, cancellation, subordination,
        rescission or release;

      


      (x)  The
        Mortgage was recorded or was submitted for recording in accordance with all
        applicable laws and is a valid, existing and enforceable perfected first
        or
        second lien on the Mortgaged Property including all improvements on the
        Mortgaged Property, subject only to (a) the lien of the current real property
        taxes and (b) covenants, conditions and restrictions, rights of way and
        easements;

      


      (xi)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, insured under the related title
        policy, and enforceable in accordance with its terms, except to the extent
        that
        the enforceability thereof may be limited by a bankruptcy, insolvency or
        reorganization;

      


      (xii)  The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has the full right to convey, transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        (other than with respect to second lien Mortgage Loans, the subordination
        to the
        first lien), pledge, charge, claim or security interest and immediately upon
        the
        sale, assignment and endorsement of the Mortgage Loans from the Seller to
        the
        Purchaser, the Purchaser shall have good and indefeasible title to and be
        the
        sole legal owner of the Mortgage Loans subject only to any encumbrance, equity,
        lien, pledge, charge, claim or security interest arising out of the Purchaser’s
        actions;

      


      (xiii)  Each
        Mortgage Loan is covered by a valid and binding American Land Title Association
        lender’s title insurance policy issued by a title insurer qualified to do
        business in the jurisdiction where the Mortgaged Property is located, which
        title insurance policy is generally acceptable to Fannie Mae and Freddie
        Mac. No
        claims have been filed under such lender’s title insurance policy, and the
        Seller has not done, by act or omission, anything that would impair the coverage
        of the lender’s title insurance policy;

      


      (xiv)  There
        is
        no material default, breach, violation event or event of acceleration existing
        under the Mortgage or the Mortgage Note and no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a material default, breach, violation or event of acceleration,
        and
        the Seller has not, nor has its predecessors, waived any material default,
        breach, violation or event of acceleration;

      


      (xv)  There
        are
        no mechanics’ or similar liens or claims which have been filed for work, labor
        or material provided to the related Mortgaged Property prior to the origination
        of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage, except as may be disclosed in the
        related title policy;

      


      (xvi)  Except
        with respect to approximately 54.28% of the Mortgage Loans by aggregate
        principal balance as of the Cut-off Date, which are balloon loans and
        approximately 15.00% of the Mortgage Loans by aggregate principal balance
        as of
        the Cut-off Date, which are interest only loans, each Mortgage Note is payable
        on the first day of each month in equal monthly installments of principal
        and
        interest (subject to adjustment in the case of the adjustable rate Mortgage
        Loans), with interest calculated on a 30/360 basis and payable in arrears,
        sufficient to amortize the Mortgage Loan fully by the stated maturity date
        over
        an original term from commencement of amortization to not more than thirty
        (30)
        years. No Mortgage Loan permits negative amortization;

      


      (xvii)  The
        servicing practices used in connection with the servicing of the Mortgage
        Loans
        have been in all respects reasonable and customary in the mortgage servicing
        industry of like mortgage loan servicers, servicing mortgage loans similar
        to
        the Mortgage Loans in the same jurisdiction as the Mortgaged
        Property;

      


      (xviii)  To
        the
        best of the Seller’s knowledge, there is no proceeding pending for the total or
        partial condemnation of the Mortgaged Property;

      


      (xix)  The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure;

      


      (xx)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the related Mortgage referred to in subsection (x) above;

      


      (xxi)  In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Seller to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

      


      (xxii)  The
        Mortgage Loan is not subject to any valid right of rescission, set-off,
        counterclaim or defense, including without limitation the defense of usury,
        nor
        will the operation of any of the terms of the Mortgage Note or the Mortgage,
        or
        the exercise of any right thereunder, render either the Mortgage Note or
        the
        Mortgage unenforceable, in whole or in part, or subject to any such right
        of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto;

      


      (xxiii)  The
        Mortgaged Property is free of material damage and in good repair, excepting
        therefrom any Mortgage Loan subject to an escrow withhold as shown on the
        Mortgage Loan Schedule;

      


      (xxiv)  All
        of
        the improvements which were included in determining the appraised value of
        the
        Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
        no improvements on adjoining properties encroach upon the Mortgaged Property,
        excepting therefrom: (i) any encroachment insured against in the lender’s title
        insurance policy identified in clause (xiii) above, (ii) any encroachment
        generally acceptable to mortgage loan originators doing business in the same
        jurisdiction as the Mortgaged Property, and (iii) any encroachment which
        does
        not materially interfere with the benefits of the security intended to be
        provided by such Mortgage;

      


      (xxv)  All
        parties to the Mortgage Note had the legal capacity to execute the Mortgage
        Note
        and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
        by such parties;

      


      (xxvi)  To
        the
        best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
        no appraised improvement located on or being part of the Mortgaged Property
        was
        in violation of any applicable zoning law or regulation and all inspections,
        licenses and certificates required in connection with the origination of
        any
        Mortgage Loan with respect to the occupancy of the Mortgaged Property, have
        been
        made or obtained from the appropriate authorities;

      


      (xxvii)  No
        Mortgagor has notified the Seller of any relief requested or allowed under
        the
        Servicemembers Civil Relief Act;

      


      (xxviii)  All
        parties which have held an interest in the Mortgage Loan are (or during the
        period in which they held and disposed of such interest, were) (1) in compliance
        with any and all applicable licensing requirements of the state wherein the
        Mortgaged Property is located, (2) organized under the laws of such state,
        (3)
        qualified to do business in such state, (4) a federal savings and loan
        association or national bank, (5) not doing business in such state, or (6)
        exempt from the applicable licensing requirements of such state;

      


      (xxix)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        was
        made prior to the approval of the Mortgage Loan by a qualified appraiser,
        duly
        appointed by the related originator and was made in accordance with the
        Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
        the
        Uniform Standards of Professional Appraisal Practice;

      


      (xxx)  Except
        as
        may otherwise be limited by applicable law, the Mortgage contains an enforceable
        provision for the acceleration of the payment of the unpaid principal balance
        of
        the Mortgage Loan in the event that the Mortgaged Property is sold or
        transferred without the prior written consent of the Mortgagee
        thereunder;

      


      (xxxi)  The
        Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
        with
        funds deposited in a separate account established by the related originator,
        the
        Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
        than
        the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
        the Mortgage loan does not have a shared appreciation or other contingent
        interest feature;

      


      (xxxii)  To
        the
        best of the Seller’s knowledge there is no action or proceeding directly
        involving the Mortgaged Property presently pending in which compliance with
        any
        environmental law, rule or regulation is at issue and the Seller has received
        no
        notice of any condition at the Mortgaged Property which is reasonably likely
        to
        give rise to an action or proceeding in which compliance with any environmental
        law, rule or regulation is at issue;

      


      (xxxiii)  Each
        Mortgage Loan is an obligation which is principally secured by an interest
        in
        real property within the meaning of Treasury Regulation section 1.860G-2(a);
        

      


      (xxxiv)  Each
        Mortgage Loan is directly secured by a first or second lien on, and consists
        of
        a single parcel of, real property with a detached one-to-four family residence
        erected thereon, a townhouse or an individual condominium unit in a condominium
        project, or an individual unit in a planned unit development (“PUD”). No
        residence or dwelling is a leasehold, mobile home or a manufactured dwelling
        unless it is an Acceptable Manufactured Dwelling. An “Acceptable Manufactured
        Dwelling” is a manufactured dwelling, which is permanently affixed to a
        foundation and treated as “real estate” under applicable law. No Mortgaged
        Property is used for commercial purposes. Mortgaged Properties which contain
        a
        home office shall not be considered as being used for commercial purposes
        as
        long as the Mortgaged Property has not been altered for commercial purposes
        and
        is not storing any chemicals or raw materials other than those commonly used
        for
        homeowner repair, maintenance and/or household purposes;

      


      (xxxv)  The
        Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
        Rate Mortgage Loans is subject to adjustment at the time and in the amounts
        as
        are set forth in the related Mortgage Note; 

      


      (xxxvi)  [Reserved];

      


      (xxxvii)  [Reserved];

      


      (xxxviii)  No
        Mortgage Loan is subject to the Home Ownership and Equity Protection Act
        of 1994
        (“HOEPA”) or any comparable law and no Mortgage Loan is classified and/or
        defined as a “high cost”, “covered”, (excluding home loans defined as “covered
        home loans” in the New Jersey Home Ownership Security Act of 2002 that were
        originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other federal, state or local law or regulation or
        ordinance (or a similarly classified loan using different terminology under
        a
        law imposing heightened regulatory scrutiny or additional legal liability
        for
        residential mortgage loans having high interest rates, points and/or
        fees);

      


      (xxxix)  No
        Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
        a manner so as to affect adversely the interests of the Purchaser;

      


      (xl)  Each
        Mortgage File contains a full appraisal on form 1004 or 2055 with an interior
        inspection (or the equivalent form for two-to four-family and investor
        properties), or on a similar alternate form which includes substantially
        similar
        information to that required such forms, as applicable;

      


      (xli)  Each
        Mortgage Loan is and will be a mortgage loan arising out of the originator’s
        practice in accordance with the originator’s underwriting
        guidelines;

      


      (xlii)  As
        of the
        Closing Date, the Seller has no knowledge of any fact that should lead it
        to
        expect that the Mortgage Loan will not be paid in full when due;

      


      (xliii)  No
        Mortgage Loan is a “high cost loan” or a “covered loan”, as applicable (as such
        terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
        Glossary Revised, Appendix E;

      


      (xliv)  No
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act;

      


      (xlv)  The
        information set forth in the applicable part of the Mortgage Loan Schedule
        relating to the existence of a Prepayment Charge is complete, true and correct
        in all material respects at the date or dates on which such information is
        furnished respecting with such information is furnished, and each Prepayment
        Charge is permissible and enforceable in accordance with its terms upon the
        Mortgagor’s full and voluntary principal prepayment under applicable federal,
        state or local law, except to the extent that: (1) the enforceability thereof
        may be limited by bankruptcy, insolvency, moratorium, receivership and other
        similar laws relating to creditors’ rights; (2) the collectability thereof may
        be limited due to acceleration in connection with a foreclosure or other
        involuntary prepayment; or (3) subsequent changes in applicable law may limit
        or
        prohibit enforceability thereof;

      


      (xlvi)  With
        respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
        single-premium credit-life, credit disability, credit unemployment or credit
        property insurance
        policy in
        connection with the origination of such Group I Mortgage Loan;

      


      (xlvii)  With
        respect to any Group I Mortgage Loan originated on or after August 1, 2004,
        neither the related Mortgage nor the related Mortgage Note requires the
        Mortgagor to submit to arbitration to resolve any dispute arising out of
        or
        relating in any way to the Mortgage Loan transaction;

      


      (xlviii)  With
        respect to each Group I Mortgage Loan, the related Mortgagor was not encouraged
        or required to select a mortgage loan product offered by such Mortgage Loan’s
        originator which is a higher cost product designed for less creditworthy
        borrowers, taking into account such facts as, without limitation, the Mortgage
        Loan’s requirements and the Mortgagor’s credit history, income, assets and
        liabilities and any such Mortgagor who sought financing through such
        originator’s higher-priced lending channel was directed towards or offered the
        such originator’s standard mortgage line if such Mortgagor qualified for one of
        the standard products;

      


      (xlix)  With
        respect to the Group I Mortgage Loans, the methodology used in underwriting
        the
        extension of credit for each Mortgage Loan did not rely solely on the extent
        of
        the Mortgagor’s equity in the collateral as the principal determining factor in
        approving such extension of credit. The methodology employed related objective
        criteria such as the Mortgagor’s income, assets, and liabilities to the proposed
        mortgage payment and, based on such methodology, the Group I Mortgage Loan’s
        originator made a reasonable determination that at the time of origination
        the
        Mortgagor had the ability to make timely payments on such Group I Mortgage
        Loan;

      


      (l)  With
        respect to each Group I Mortgage Loan secured by the principal residence
        of the
        Mortgagor, such Mortgagor was not charged points and fees in an amount greater
        than (a) $1,000 or (b) 5% of the principal amount of such Group I Mortgage
        Loan,
        whichever is greater. For purposes of this representation, “points and fees” (x)
        include origination, underwriting, broker and finder’s fees and charges that the
        lender imposed as a condition of making such Group I Mortgage Loan, whether
        they
        are paid to the lender or a third party; and (y) exclude bona fide discount
        points, fees paid for actual services rendered in connection with the
        origination of the mortgage (such as attorneys’ fees, notaries fees and fees
        paid for property appraisals, credit reports, surveys, title examinations
        and
        extracts, flood and tax certifications, and home inspections); the cost of
        mortgage insurance or credit-risk price adjustments; the costs of title,
        hazard,
        and flood insurance policies; state and local transfer taxes or fees; escrow
        deposits for the future payment of taxes and insurance premiums; and other
        miscellaneous fees and charges, which miscellaneous fees and charges, in
        total,
        do not exceed 0.25% of the loan amount;

      


      (li)  All
        fees
        and charges (including finance charges) and whether or not financed, assessed,
        collected or to be collected in connection with the origination and servicing
        of
        each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
        with applicable state and federal law and regulation;

      


      (lii)  No
        Mortgage Loan contains a provision whereby the Mortgagor can convert an
        Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

      


      (liii)  With
        respect to any Mortgage Loan that is secured by a second lien on the related
        Mortgaged Property, either (i) no consent for the Mortgage Loan is required
        by
        the holder of any related senior lien or (ii) such consent has been obtained
        and
        is contained in the Mortgage File;

      


      (liv)  With
        respect to a Mortgage Loan which is a second lien, as of the date hereof,
        the
        Seller has not received a notice of default of a senior lien on the related
        Mortgaged Property which has not been cured;

      


      (lv)  With
        respect to any Group I Mortgage Loan that contains a provision permitting
        imposition of a penalty upon a prepayment prior to maturity: (i) if such
        Group I
        Mortgage Loan is secured by the principal residence of the Mortgagor, the
        Mortgage Loan provides some benefit to the Mortgagor (e.g. a rate or fee
        reduction) in exchange for accepting such prepayment penalty, (ii) if such
        Group
        I Mortgage Loan is secured by the principal residence of the Mortgagor, such
        Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
        requiring third-party brokers to offer the Mortgagor the option of obtaining
        a
        mortgage loan that did not require payment of such a prepayment penalty,
        (iii)
        the prepayment penalty was adequately disclosed to the Mortgagor pursuant
        to
        applicable state and federal law, (iv) no Group I Mortgage Loan originated
        on or
        after October 1, 2002 will provide for a prepayment penalty for a term in
        excess
        of three years and any Group I Mortgage Loan originated prior to such date
        will
        not provide for prepayment penalties for a term in excess of five years;
        in each
        case unless such Mortgage Loan was modified to reduce the prepayment period
        to
        no more than three years from the date of the Mortgage Note and the Mortgagor
        was notified in writing of such reduction in prepayment period, and (v) such
        prepayment penalty shall not be imposed in any instance where the mortgage
        debt
        is accelerated or paid off in connection with the workout of a delinquent
        Group
        I Mortgage Loan due to the Mortgagor’s default notwithstanding that the terms of
        such Group I Mortgage Loan or state or federal law might permit the imposition
        of such penalty;

      


      (lvi)  The
        related Servicer for each Group I Mortgage Loan has fully furnished accurate
        and
        complete information (i.e., favorable and unfavorable) on its borrower credit
        files to Equifax, Experian, and Trans Union Credit Information Company (three
        of
        the credit repositories), on a monthly basis and in accordance with the Fair
        Credit Reporting Act and its implementing regulations;

      


      (lvii)  With
        respect to any Group I Mortgage Loan, the related residential dwelling is
        not a
        manufactured housing unit;

      


      (lviii)  The
        original principal balance of each Group I Mortgage Loan which is secured
        by a
        first lien on the related Mortgaged Property is within Freddie Mac’s dollar
        amount limits for conforming one to four family mortgage loans;

      


      (lix)  Each
        Group I Mortgage Loan is secured exclusively by a single family (1-4 unit)
        residential property located in one of the fifty states of the United States
        of
        America, Puerto Rico, the Virgin Islands or Guam.

      


      (lx)  With
        respect to a Group I Mortgage Loan which is secured by a second lien, (a)
        such
        Mortgage Loan is secured by a one- to four-family residence that is the
        principal residence of the Mortgagor, (b) the origination amount Mortgage
        Loan
        did not exceed one-half of the one-unit limitation set forth by Freddie Mac
        for
        first lien mortgage loans, and (c) the original principal balance for the
        first
        lien plus the original principal balance of the second lien Mortgage Loan
        do not
        exceed Freddie Mac’s applicable loan limits for first lien mortgage loans for
        properties of the same type as the related Mortgaged Property;

      


      (lxi)  No
        Group
        I Mortgage Loan was originated more than one year prior to the Closing Date;
        

      


      (lxii)  No
        Group
        I Mortgage Loan which is secured by the principal residence of the related
        Mortgagor has an “annual percentage rate” or “total points and fees” payable by
        the borrower (as each such term is defined under HOEPA) that equal or exceed
        the
        applicable thresholds defined under HOEPA (Section 32 of Regulation Z, 12
        C.F.R.
        Section 226.32(a)(1)(i) and (ii)); and

      


      (lxiii)  No
        Group
        I Mortgage Loan is secured by a condominium unit that is part of a condominium
        development that operates as, or holds itself out to be, a condominium hotel,
        regardless of whether the unit itself is being used as a condotel
        unit.

      


      SECTION
        9.  Repurchase
        Obligation for Defective Documentation and for Breach of Representation and
        Warranty.

      


      (a)  The
        representations and warranties contained in Section 8 shall not be impaired
        by
        any review and examination of loan files or other documents evidencing or
        relating to the Mortgage Loans or any failure on the part of the Seller or
        the
        Purchaser to review or examine such documents and shall inure to the benefit
        of
        any assignee, transferee or designee of the Purchaser, including the Trustee
        for
        the benefit of the Certificateholders. With respect to the representations
        and
        warranties contained herein as to which the Seller has no knowledge, if it
        is
        discovered that the substance of any such representation and warranty was
        inaccurate as of the date such representation and warranty was made or deemed
        to
        be made, and such inaccuracy materially and adversely affects the value of
        the
        related Mortgage Loan or the interest therein of the Purchaser or the
        Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
        knowledge by the Seller with respect to the substance of such representation
        and
        warranty being inaccurate at the time the representation and warranty was
        made,
        the Seller shall take such action described in the following paragraph in
        respect of such Mortgage Loan. Notwithstanding anything to the contrary
        contained herein, any breach of a representation or warranty contained in
        clauses (viii), (xxxviii), (xliii), (xliv), (xlvi), (xlvii), (xlviii), (xlix),
        (l), (lv), (lvi), (lvii), (lviii), (lix), (lx), (lxi), (lxii) and/or (lxiii)
        of
        Section 8 above, shall be automatically deemed to affect materially and
        adversely the interests of the Purchaser or the Purchaser’s assignee, transferee
        or designee. 

      


      Upon
        discovery by the Seller, the Purchaser or any assignee, transferee or designee
        of the Purchaser of any materially defective document in, or that any material
        document was not transferred by the Seller (as listed on an exception report
        attached to the initial certification prepared by the Custodian, on behalf
        of
        the Trustee), or of a breach of any of the representations and warranties
        contained in Section 8 that materially and adversely affects the value of
        any
        Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
        assignee, transferee or designee, the party discovering such breach shall
        give
        prompt written notice to the Seller. Within 365 days of its discovery or
        its
        receipt of notice of any such missing documentation that was not transferred
        by
        the Seller as described above, or of materially defective documentation,
        or
        within 120 days of any such breach of a representation and warranty, the
        Seller
        promptly shall deliver such missing document or cure such defect or breach
        in
        all material respects or, in the event the Seller cannot deliver such missing
        document or cannot cure such defect or breach, the Seller shall, within 365
        days
        of its discovery or receipt of notice of any such missing or materially
        defective documentation or within 120 days of any such breach of a
        representation and warranty, either (i) repurchase the affected Mortgage
        Loan at
        the Purchase Price (as such term is defined in the Pooling and Servicing
        Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
        Agreement, cause the removal of such Mortgage Loan from the Trust Fund and
        substitute one or more Replacement Mortgage Loans. The Seller shall amend
        the
        Closing Schedule to reflect the withdrawal of such Mortgage Loan from the
        terms
        of this Agreement and the Pooling and Servicing Agreement. The Seller shall
        deliver to the Purchaser such amended Closing Schedule and shall deliver
        such
        other documents as are required by this Agreement or the Pooling and Servicing
        Agreement within five (5) days of any such amendment. Any repurchase pursuant
        to
        this Section 9(a) shall be accomplished by transfer to an account designated
        by
        the Purchaser of the amount of the Purchase Price in accordance with Section
        2.03 of the Pooling and Servicing Agreement. Any repurchase required by this
        Section shall be made in a manner consistent with Section 2.03 of the Pooling
        and Servicing Agreement. 

      


      (b)  If
        the
        representation made by the Seller in Section 8(xlv) is breached, the Seller
        shall not have the right or obligation to cure, substitute or repurchase
        the
        affected Mortgage Loan but shall remit to the Servicer servicing such Mortgage
        Loan for deposit in the Collection Account, prior to the next succeeding
        Servicer Remittance Date, the amount of the Prepayment Charge indicated on
        the
        applicable part of the Mortgage Loan Schedule to be due from the Mortgagor
        in
        the circumstances less any amount collected and remitted to such Servicer
        for
        deposit into the Collection Account.

      


      (c)  It
        is
        understood and agreed that the obligations of the Seller set forth in this
        Section 9 to cure or repurchase a defective Mortgage Loan (and to make payments
        pursuant to Section 9(b)) constitute the sole remedies of the Purchaser against
        the Seller respecting a missing document or a breach of the representations
        and
        warranties contained in Section 8. 

      


      SECTION
        10.  Closing;
        Payment for the Mortgage Loans.The
        closing of the purchase and sale of the Mortgage Loans shall be held at the
        New
        York City office of Thacher Proffitt & Wood llp
        at 10:00
        a.m. New York City time on the Closing Date.

      


      The
        closing shall be subject to each of the following conditions:

      


      (a) All
        of
        the representations and warranties of the Seller under this Agreement shall
        be
        true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

      


      (b) The
        Purchaser shall have received, or the attorneys of the Purchaser shall have
        received in escrow (to be released from escrow at the time of closing), all
        Closing Documents as specified in Section 11 of this Agreement, in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the respective
        terms thereof;

      


      (c) The
        Seller shall have delivered or caused to be delivered and released to the
        Purchaser or to its designee, all documents (including without limitation,
        the
        Mortgage Loans) required to be so delivered by the Purchaser pursuant to
        Section
        2.01 of the Pooling and Servicing Agreement; and

      


      (d) All
        other
        terms and conditions of this Agreement and the Pooling and Servicing Agreement
        shall have been complied with.

      


      Subject
        to the foregoing conditions, the Purchaser shall deliver or cause to be
        delivered to the Seller on the Closing Date, against delivery and release
        by the
        Seller to the Trustee of all documents required pursuant to the Pooling and
        Servicing Agreement, the consideration for the Mortgage Loans as specified
        in
        Section 3 of this Agreement.

      


      SECTION
        11.  Closing
        Documents.
        Without
        limiting the generality of Section 10 hereof, the closing shall be subject
        to
        delivery of each of the following documents:

      


      (a) An
        Officers’ Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and the Underwriters may rely with respect to certain facts regarding
        the sale of the Mortgage Loans by the Seller to the Purchaser;

      


      (b) An
        Opinion of Counsel of the Seller, dated the Closing Date and addressed to
        the
        Purchaser and the Underwriters;

      


      (c) Such
        opinions of counsel as the Rating Agencies or the Trustee may request in
        connection with the sale of the Mortgage Loans by the Seller to the Purchaser
        or
        the Seller’s execution and delivery of, or performance under, this Agreement;
        and

      


      (d) Such
        further information, certificates, opinions and documents as the Purchaser
        or
        the Underwriters may reasonably request.

      


      SECTION
        12.  Costs.
        The
        Seller shall pay (or shall reimburse the Purchaser or any other Person to
        the
        extent that the Purchaser or such other Person shall pay) all costs and expenses
        incurred in connection with the transfer and delivery of the Mortgage Loans,
        including without limitation, fees for title policy endorsements and
        continuations, the fees and expenses of the Seller’s accountants and attorneys,
        the costs and expenses incurred in connection with producing a Servicer’s loan
        loss, foreclosure and delinquency experience, and the costs and expenses
        incurred in connection with obtaining the documents referred to in Sections
        11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
        and delivering this Agreement, the Pooling and Servicing Agreement, the
        Certificates, the prospectus and prospectus supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee and its counsel, the
        fees
        and expenses of the Purchaser’s counsel in connection with the preparation of
        all documents relating to the securitization of the Mortgage Loans, the filing
        fee charged by the Securities and Exchange Commission for registration of
        the
        Certificates and the fees charged by any rating agency to rate the Certificates.
        The Seller shall pay all costs and expenses related to recording the Assignments
        of Mortgage. All other costs and expenses in connection with the transactions
        contemplated hereunder shall be borne by the party incurring such
        expense.

      


      SECTION
        13.  Mandatory
        Delivery; Grant of Security Interest.
        The
        sale and delivery on the Closing Date of the Mortgage Loans described on
        the
        Mortgage Loan Schedule in accordance with the terms and conditions of this
        Agreement is mandatory. It is specifically understood and agreed that each
        Mortgage Loan is unique and identifiable on the date hereof and that an award
        of
        money damages would be insufficient to compensate the Purchaser for the losses
        and damages incurred by the Purchaser in the event of the Seller’s failure to
        deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
        grants to the Purchaser a lien on and a continuing security interest in the
        Seller’s interest in each Mortgage Loan and each document and instrument
        evidencing each such Mortgage Loan to secure the performance by the Seller
        of
        its obligation hereunder, and the Seller agrees that it holds such Mortgage
        Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
        to the Closing Date, to reject any Mortgage Loan to the extent permitted
        by this
        Agreement and (ii) obligation to deliver or cause to be delivered the
        consideration for the Mortgage Loans pursuant to Section 3 hereof. Any Mortgage
        Loans rejected by the Purchaser shall concurrently therewith be released
        from
        the security interest created hereby. All rights and remedies of the Purchaser
        under this Agreement are distinct from, and cumulative with, any other rights
        or
        remedies under this Agreement or afforded by law or equity and all such rights
        and remedies may be exercised concurrently, independently or
        successively.

      


      Notwithstanding
        the foregoing, if on the Closing Date, each of the conditions set forth in
        Section 10 hereof shall have been satisfied and the Purchaser shall not have
        paid or caused to be paid the Purchase Price, or any such condition shall
        not
        have been waived or satisfied and the Purchaser determines not to pay or
        cause
        to be paid the Purchase Price, the Purchaser shall immediately effect the
        redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred,
        and
        the security interest created by this Section 13 shall be deemed to have
        been
        released.

      


      SECTION
        14.  Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        Two
        World Financial Center, Building B, 21st
        Floor,
        New York, New York 10281, fax: (212) 667-1024, Attention: Legal Department
        (NHEL
        2007-3), or such other address as may hereafter be furnished to the Seller
        in
        writing by the Purchaser; and if to the Seller, addressed to the Seller at
        Two
        World Financial Center, Building B, 21st
        Floor,
        New York, New York 10281, fax: (212) 667-9680, Attention: Brett Marvin, or
        to
        such other address as the Seller may designate in writing to the
        Purchaser.

      


      SECTION
        15.  Severability
        of Provisions.
        Any
        part, provision, representation or warranty of this Agreement that is prohibited
        or that is held to be void or unenforceable shall be ineffective to the extent
        of such prohibition or unenforceability without invalidating the remaining
        provisions hereof. Any part, provision, representation or warranty of this
        Agreement that is prohibited or unenforceable or is held to be void or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction as to any Mortgage Loan shall not invalidate or render
        unenforceable such provision in any other jurisdiction. To the extent permitted
        by applicable law, the parties hereto waive any provision of law which prohibits
        or renders void or unenforceable any provision hereof.

      


      SECTION
        16.  Agreement
        of Parties.
        The
        Seller and the Purchaser each agree to execute and deliver such instruments
        and
        take such actions as either of the others may, from time to time, reasonably
        request in order to effectuate the purpose and to carry out the terms of
        this
        Agreement and the Pooling and Servicing Agreement.

      


      SECTION
        17.  Survival.
        The
        Seller agrees that the representations, warranties and agreements made by
        it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

      


      SECTION
        18. GOVERNING
        LAW.
        THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF
        THE
        PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS
        (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
        YORK.
        THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
        YORK
        GENERAL OBLIGATIONS LAW SHALL GOVERN.

      


      SECTION
        19.  Miscellaneous.
        This
        Agreement may be executed in two or more counterparts, each of which when
        so
        executed and delivered shall be an original, but all of which together shall
        constitute one and the same instrument. This Agreement shall inure to the
        benefit of and be binding upon the parties hereto and their respective
        successors and assigns. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. Neither this Agreement
        nor
        any term hereof may be changed, waived, discharged or terminated orally,
        but
        only by an instrument in writing signed by the party against whom enforcement
        of
        the change, waiver, discharge or termination is sought. The headings in this
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect the meaning hereof.

      


      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Seller to the Purchaser as provided in Section 4 hereof be, and be
        construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
        and
        not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
        a
        debt or other obligation of the Seller. However, in the event that,
        notwithstanding the aforementioned intent of the parties, the Mortgage Loans
        are
        held to be property of the Seller, then (a) it is the express intent of the
        parties that such conveyance be deemed a pledge of the Mortgage Loans by
        the
        Seller to the Purchaser to secure a debt or other obligation of the Seller
        and
        (b) (1) this Agreement shall also be deemed to be a security agreement within
        the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
        (2) the
        conveyance provided for in Section 4 hereof shall be deemed to be a grant
        by the
        Seller to the Purchaser of a security interest in all of the Seller’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, including without limitation
        all amounts, other than investment earnings, from time to time held or invested
        in the Collection Account whether in the form of cash, instruments, securities
        or other property; (3) the possession by the Purchaser or its agent of Mortgage
        Notes, the related Mortgages and such other items of property that constitute
        instruments, money, negotiable documents or chattel paper shall be deemed
        to be
“possession by the secured party” for purposes of perfecting the security
        interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
        and
        (4) notifications to persons holding such property and acknowledgments, receipts
        or confirmations from persons holding such property shall be deemed
        notifications to, or acknowledgments, receipts or confirmations from, financial
        intermediaries, bailees or agents (as applicable) of the Purchaser for the
        purpose of perfecting such security interest under applicable law. Any
        assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
        shall also be deemed to be an assignment of any security interest created
        hereby. The Seller and the Purchaser shall, to the extent consistent with
        this
        Agreement, take such actions as may be necessary to ensure that, if this
        Agreement were deemed to create a security interest in the Mortgage Loans,
        such
        security interest would be deemed to be a perfected security interest of
        first
        priority under applicable law and will be maintained as such throughout the
        term
        of this Agreement and the Pooling and Servicing Agreement.

      


      


      


      [Signature
        page to follow]

      SECTION
        19.  

      

        

        
          *
            Please
            contact Nomura Credit & Capital, Inc. for pricing
            information.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
        be
        signed by their respective officers thereunto duly authorized as of the date
        first above written.

      


      


      
        	 	 	 	 	 	 	 	
                NOMURA
                  CREDIT & CAPITAL, INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Timothy P.F. Crowley

              
	 	 	 	 	 	 	 	
                Name:

              	
                Timothy
                  P.F. Crowley

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              


      

      


      


      
        	 	 	 	 	 	 	 	
                NOMURA
                  HOME EQUITY LOAN, INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  John P. Graham

              
	 	 	 	 	 	 	 	
                Name:

              	
                John
                  P. Graham

              
	 	 	 	 	 	 	 	
                Title:

              	
                Managing
                  Director

              


      

      


      


      
 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       


      EXHIBIT
        1

      


      CONTENTS
        OF MORTGAGE FILE

      


      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        or its
        designee, and which shall be delivered to the Purchaser or its designee pursuant
        to the terms of the Agreement.

      


       

      (a)  the
        original Mortgage Note (including all riders thereto) bearing all intervening
        endorsements necessary to show a complete chain of endorsements from the
        original payee, endorsed in blank, via
        original signature,
        and, if
        previously endorsed, signed in the name of the last endorsee by a duly qualified
        officer of the last endorsee. If
        the
        Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
        must be by “[name of last endorsee], successor by merger to [name of
        predecessor]”. If the Mortgage Loan was acquired or originated by the last
        endorsee while doing business under another name, the endorsement must be
        by
“[name of last endorsee], formerly known as [previous name]”;

       

       

      (b)  the
        original Assignment of Mortgage executed in blank;

       

       

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

       

       

      (d)  the
        original Mortgage (including all riders thereto) with evidence of recording
        thereon and the original recorded power of attorney, if the Mortgage was
        executed pursuant to a power of attorney, with evidence of recording thereon,
        and in the case of each MOM Loan, the original Mortgage, noting the presence
        of
        the MIN of the Mortgage Loan and either language indicating that the Mortgage
        Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
        the original Mortgage and the assignment thereof to MERS®, with evidence of
        recording indicated thereon; or, if the original Mortgage with evidence of
        recording thereon has not been returned by the public recording office where
        such Mortgage has been delivered for recordation or such Mortgage has been
        lost
        or such public recording office retains the original recorded Mortgage, a
        photocopy of such Mortgage, together with (i) in the case of a delay caused
        by
        the public recording office, an Officer’s Certificate of the title insurer
        insuring the Mortgage, the escrow agent, the seller or the Servicer servicing
        such Mortgage Loan stating that such Mortgage has been delivered to the
        appropriate public recording office for recordation and that the original
        recorded Mortgage or a copy of such Mortgage certified by such public recording
        office to be a true and complete copy of the original recorded Mortgage will
        be
        promptly delivered to the Custodian upon receipt thereof by the party delivering
        the Officer’s Certificate or by such Servicer; or (ii) in the case of a Mortgage
        where a public recording office retains the original recorded Mortgage or
        in the
        case where a Mortgage is lost after recordation in a public recording office,
        a
        copy of such Mortgage with the recording information thereon certified by
        such
        public recording office to be a true and complete copy of the original recorded
        Mortgage;

       

       

      (e)  the
        originals of all assumption, modification, consolidation or extension
        agreements, with evidence of recording thereon, if any;

       

       

      (f)  the
        originals of any intervening assignments of mortgage with evidence of recording
        thereon evidencing a complete chain of ownership from the originator of the
        Mortgage Loan to the last assignee, or if any such intervening assignment
        of
        mortgage has not been returned from the applicable public recording office
        or
        has been lost or if such public recording office retains the original recorded
        intervening assignments of mortgage, a photocopy of such intervening assignment
        of mortgage, together with (i) in the case of a delay caused by the public
        recording office, an Officer’s Certificate of the title insurer insuring the
        Mortgage, the escrow agent, the seller or the Servicer servicing such Mortgage
        Loan stating that such intervening assignment of mortgage has been delivered
        to
        the appropriate public recording office for recordation and that such original
        recorded intervening assignment of mortgage or a copy of such intervening
        assignment of mortgage certified by the appropriate public recording office
        to
        be a true and complete copy of the original recorded intervening assignment
        of
        mortgage will be promptly delivered to the Custodian upon receipt thereof
        by the
        party delivering the Officer’s Certificate or by such Servicer; or (ii) in the
        case of an intervening assignment of mortgage where a public recording office
        retains the original recorded intervening assignment of mortgage or in the
        case
        where an intervening assignment of mortgage is lost after recordation in
        a
        public recording office, a copy of such intervening assignment of mortgage
        with
        recording information thereon certified by such public recording office to
        be a
        true and complete copy of the original recorded intervening assignment of
        mortgage;

       

       

      (g)  if
        the
        Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
        document has been signed by a Person on behalf of the Mortgagor, the original
        power of attorney or other instrument that authorized and empowered such
        Person
        to sign;

       

       

      (h)  the
        original lender’s title insurance policy in the form of an ALTA mortgage title
        insurance policy
        or,
        if the
        original lender’s title insurance policy has not been issued, the irrevocable
        commitment to issue the same; and

       

       

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

       

      



      



      EXHIBIT
        2

      


      FORM
        OF LOST NOTE AFFIDAVIT

      


      
        	
                Loan
                  #:

              	 	 
	
                Borrower:

              	 	 


      

      


      LOST
        NOTE
        AFFIDAVIT

      


      


      I,
        as
        _____________________ of ____________________, a _______________ am authorized
        to make this Affidavit on behalf of Nomura Credit & Capital, Inc. (the
“Seller”). In connection with the administration of the Mortgage Loans held by
        ______________________, a _______________ [corporation] as Seller on behalf
        of
        ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

      


      1. The
        Seller’s address is:   _________________________

      _________________________

      _________________________

      


      2. The
        Seller previously delivered to the Purchaser a signed Initial Certification
        with
        respect to such Mortgage and/or Assignment of Mortgage;

      


      3. Such
        Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
        Purchaser by __________________, a _________________ pursuant to the terms
        and
        provisions of a Mortgage Loan Purchase Agreement dated as of April 30,
        2007;

      


      4. Such
        Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant to
        a
        request for release of Documents;

      


      5. Aforesaid
        Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
        lost;

      


      6. Deponent
        has made or caused to be made a diligent search for the Original and has
        been
        unable to find or recover same;

      


      7. The
        Seller was the Seller of the Original at the time of the loss; and

      


      8. Deponent
        agrees that, if said Original should ever come into Seller’s possession, custody
        or power, Seller will immediately and without consideration surrender the
        Original to the Purchaser.

      


      9. Attached
        hereto is a true and correct copy of (i) the Note, endorsed in blank by the
        Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
        the
        Note, which Mortgage or Deed of Trust is recorded in the county where the
        property is located.


      10. Deponent
        hereby agrees that the Seller (a) shall indemnify and hold harmless the
        Purchaser, its successors and assigns, against any loss, liability or damage,
        including reasonable attorney’s fees, resulting from the unavailability of any
        Notes, including but not limited to any loss, liability or damage arising
        from
        (i) any false statement contained in this Affidavit, (ii) any claim of any
        party
        that purchased a mortgage loan evidenced by the Lost Note or any interest
        in
        such mortgage loan, (iii) any claim of any borrower with respect to the
        existence of terms of a mortgage loan evidenced by the Lost Note on the related
        property to the fact that the mortgage loan is not evidenced by an original
        note
        and (iv) the issuance of a new instrument in lieu thereof (items (i) through
        (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
        Rating Agency in connection with placing such Lost Note into a Pass-Through
        Transfer, shall obtain a surety from an insurer acceptable to the applicable
        Rating Agency to cover any Losses with respect to such Lost Note.

      


      11. This
        Affidavit is intended to be relied upon by the Purchaser, its successors
        and
        assigns. Nomura Credit & Capital, Inc., represents and warrants that is has
        the authority to perform its obligations under this Affidavit of Lost
        Note.

      


      Executed
        this _ day of _______, 200_.

      


      


      


      
        	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


      


      On
        this
        __ day of ______, 200_, before me appeared ______________________ to me
        personally known, who being duly sworn did say that he is the
        _______________________ of ____________________, a ______________________
        and
        that said Affidavit of Lost Note was signed and sealed on behalf of such
        corporation and said acknowledged this instrument to be the free act and
        deed of
        said entity.

      


      Signature:

      


      [Seal]

      


    

    
    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF
      TRANSFER AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    ___________________________
      being duly sworn, deposes, represents and warrants as follows:

     

    
      	 	
              1.

            	
              I
                am a _____________________ of _______________________________ (the
                “Investor”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of Nomura Home Equity
                Loan,
                Inc., Home Equity Loan Trust, Series 2007-3 Asset-Backed Certificates,
                Class R[-X] Certificates (the “Class R[-X] Certificates”), on behalf of
                whom I make this affidavit and agreement. Capitalized terms used
                but not
                defined herein have the respective meanings assigned thereto in the
                Pooling and Servicing Agreement pursuant to which the Class R[-X]
                Certificates were issued.

            


    

     

    
      	 	
              2.

            	
              The
                Investor (i) is and will be a “Permitted Transferee” as of
                ____________________. ____ and (ii) is acquiring the Class R[-X]
                Certificates for its own account or for the account of another Investor
                from which it has received an affidavit in substantially the same
                form as
                this affidavit. A “Permitted Transferee” is any person other than a
                “disqualified organization” or a possession of the United States. For this
                purpose, a “disqualified organization” means the United States, any state
                or political subdivision thereof, any agency or instrumentality of
                any of
                the foregoing (other than an instrumentality all of the activities
                of
                which are subject to tax and, except for the Federal Home Loan Mortgage
                Corporation, a majority of whose board of directors is not selected
                by any
                such governmental entity) or any foreign government, international
                organization or any agency or instrumentality of such foreign government
                or organization, any real electric or telephone cooperative, or any
                organization (other than certain farmers’ cooperatives) that is generally
                exempt from federal income tax unless such organization is subject
                to the
                tax on unrelated business taxable
                income.

            


    

     

    
      	 	
              3.

            	
              The
                Investor is aware (i) of the tax that would be imposed on transfers
                of the
                Class R[-X] Certificates to disqualified organizations under the
                Internal
                Revenue Code of 1986 that applies to all transfers of the Class R[-X]
                Certificates after July 31, 1988; (ii) that such tax would be on
                the
                transferor or, if such transfer is through an agent (which person
                includes
                a broker, nominee or middleman) for a non-Permitted Transferee, on
                the
                agent; (iii) that the person otherwise liable for the tax shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class R[-X] Certificates
                may
                be a “noneconomic residual interest” within the meaning of proposed
                Treasury regulations promulgated under the Code and that the transferor
                of
                a “noneconomic residual interest” will remain liable for any taxes due
                with respect to the income on such residual interest, unless no
                significant purpose of the transfer is to impede the assessment or
                collection of tax.

            


    

     

    
      	 	
              4.

            	
              The
                Investor is aware of the tax imposed on a “pass-through entity” holding
                the Class R[-X] Certificates if, at any time during the taxable year
                of
                the pass-through entity, a non-Permitted Transferee is the record
                holder
                of an interest in such entity. (For this purpose, a “pass-through entity”
                includes a regulated investment company, a real estate investment
                trust or
                common trust fund, a partnership, trust or estate, and certain
                cooperatives.)

            


    

     

    
      	 	
              5.

            	
              The
                Investor is aware that the Securities Administrator will not register
                the
                transfer of any Class R[-X] Certificate unless the transferee, or
                the
                transferee’s agent, delivers to the Securities Administrator, among other
                things, an affidavit in substantially the same form as this affidavit.
                The
                Investor expressly agrees that it will not consummate any such transfer
                if
                it knows or believes that any of the representations contained in
                such
                affidavit and agreement are false.

            


    

     

    
      	 	
              6.

            	
              The
                Investor consents to any additional restrictions or arrangements
                that
                shall be deemed necessary upon advice of counsel to constitute a
                reasonable arrangement to ensure that the Class R[-X] Certificates
                will
                only be owned, directly or indirectly, by an Investor that is a Permitted
                Transferee.

            


    

     

    
      	 	
              7.

            	
              The
                Investor’s taxpayer identification number is
                ________________.

            


    

     

    
      	 	
              8.

            	
              The
                Investor has reviewed the restrictions set forth on the face of the
                Class
                R[-X] Certificates and the provisions of Section 6.02(d) of the Pooling
                and Servicing Agreement under which the Class R[-X] Certificates
                were
                issued (in particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d)
                which authorize the Securities Administrator to deliver payments
                to a
                person other than the Investor and negotiate a mandatory sale by
                the
                Securities Administrator in the event that the Investor holds such
                Certificate in violation of Section 6.02(d)); and that the Investor
                expressly agrees to be bound by and to comply with such restrictions
                and
                provisions.

            


    

     

    
      	 	
              9.

            	
              The
                Investor is not acquiring and will not transfer the Class R[-X]
                Certificates in order to impede the assessment or collection of any
                tax.

            


    

     

    
      	 	
              10.

            	
              The
                Investor anticipates that it will, so long as it holds the Class
                R[-X]
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R[-X] Certificates, and hereby represents to and for
                the
                benefit of the person from whom it acquired the Class R[-X] Certificates
                that the Investor intends to pay taxes associated with holding such
                Class
                R[-X] Certificates as they become due, fully understanding that it
                may
                incur tax liabilities in excess of any cash flows generated by the
                Class
                R[-X] Certificates.

            


    

     

    
      	 	
              11.

            	
              The
                Investor has no present knowledge that it may become insolvent or
                subject
                to a bankruptcy proceeding for so long as it holds the Class R[-X]
                Certificates.

            


    

     

    
      	 	
              12.

            	
              The
                Investor has no present knowledge or expectation that it will be
                unable to
                pay any United States taxes owed by it so long as any of the Certificates
                remain outstanding.

            


    

     

    
      	 	
              13.

            	
              The
                Investor is not acquiring the Class R[-X] Certificates with the intent
                to
                transfer the Class R[-X] Certificates to any person or entity that
                will
                not have sufficient assets to pay any taxes owed by the holder of
                such
                Class R[-X] Certificates, or that may become insolvent or subject
                to a
                bankruptcy proceeding, for so long as the Class R[-X] Certificates
                remain
                outstanding.

            


    

     

    
      	 	
              14.

            	
              The
                Investor will, in connection with any transfer that it makes of the
                Class
                R[-X] Certificates, obtain from its transferee the representations
                required by Section 6.02(d) of the Pooling and Servicing Agreement
                under
                which the Class R[-X] Certificate were issued and will not consummate
                any
                such transfer if it knows, or knows facts that should lead it to
                believe,
                that any such representations are
                false.

            


    

     

    
      	 	
              15.

            	
              The
                Investor will, in connection with any transfer that it makes of the
                Class
                R[-X] Certificates, deliver to the Securities Administrator an affidavit,
                which represents and warrants that it is not transferring the Class
                R[-X]
                Certificates to impede the assessment or collection of any tax and
                that it
                has no actual knowledge that the proposed transferee: (i) has insufficient
                assets to pay any taxes owed by such transferee as holder of the
                Class
                R[-X] Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R[-X] Certificates remains
                outstanding; and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	 	
              16.

            	
              The
                Investor is a citizen or resident of the United States, a corporation,
                partnership or other entity created or organized in, or under the
                laws of,
                the United States or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

            


    

     

    
      	 	
              17.

            	
              The
                Investor of the Class R[-X] Certificate, hereby agrees that in the
                event
                that the Trust Fund created by the Pooling and Servicing Agreement
                is
                terminated pursuant to Section 10.01 thereof, the undersigned shall
                assign
                and transfer to the Holders of the Class X and the Class P Certificates
                any amounts in excess of par received in connection with such termination.
                Accordingly, in the event of such termination, the Securities
                Administrator is hereby authorized to withhold any such amounts in
                excess
                of par and to pay such amounts directly to the Holders of the Class
                X and
                the Class P Certificates. This agreement shall bind and be enforceable
                against any successor, transferee or assigned of the undersigned
                in the
                Class R[-X] Certificate. In connection with any transfer of the Class
                R[-X] Certificate, the Investor shall obtain an agreement substantially
                similar to this clause from any subsequent
                owner.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      _________________, ____.

    
      	 	 	 
	 	
              [INVESTOR]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              
                Title:
                  [Vice] President

              

            


    

     

     

    ATTEST:

    
      	 	 	 	 
	
              By:

            	 	 	 
	
              
                

              

            	 	 	
            
	
              Name:


              Title:
                [Assistant] Secretary

            	 	 	 


    

     

     

    Personally
      appeared before me the above-named __________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Investor, and acknowledged to me that [he/she] executed the
      same as [his/her] free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ______________ day of __________, ____.

     

     

    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am
      a ____________________
      of _________________________ (the “Investor”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Investor is not transferring the Class R[-X] Certificates (the “Residual
      Certificates”) to impede the assessment or collection of any tax.

     

    3. The
      Investor has no actual knowledge that the Person that is the proposed transferee
      (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to
      pay any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Investor understands that the Purchaser has delivered to the Securities
      Administrator a transfer affidavit and agreement in the form attached to the
      Pooling and Servicing Agreement as Exhibit D. The Investor does not know or
      believe that any representation contained therein is false.

     

    5. At
      the
      time of transfer, the Investor has conducted a reasonable investigation of
      the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
      has determined that the Purchaser has historically paid its debts as they became
      due and has found no significant evidence to indicate that the Purchaser will
      not continue to pay its debts as they become due in the future. The Investor
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Investor may continue to be liable
      for United States income taxes associated therewith) unless the Investor has
      conducted such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement dated as of April 1, 2007, among Nomura
      Home
      Equity Loan, Inc., Nomura Credit & Capital, Inc., Ocwen Loan Servicing, LLC,
      Equity One, Inc., Wells Fargo Bank, N.A. and HSBC Bank USA, National
      Association.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

    
      	 	 	 
	 	
              [INVESTOR]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              
                Name:
Title:
                [Vice] President

            


    

     

     

    ATTEST:

    


    
      	 	 	 	 
	
              By:

            	 	 	 
	
              
                

              

            	 	 	
            
	
              Name:

              
                Title:
                  [Assistant] Secretary

              

            	 	 	 


    

     

    Personally
      appeared before me the above-named _________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Investor, and acknowledged to me that [he/she] executed the
      same as [his/her] free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

     

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      E

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    ______________,
      2007

     

    Nomura
      Home Equity Loan, Inc.

    2
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2007-3

     

    
      	 	
              Re:

            	
              Nomura
                Home Equity Loan, Inc. 

              Asset-Backed
                Certificates, Series 2007-3, Class
                [X][P][R][R-X]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
      Certificates, Series 2007-3, Class _____ (the “Certificates”), issued pursuant
      to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of April 1, 2007, among Nomura Home Equity Loan, Inc., as depositor
      (the “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen
      Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer,
Wells
      Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”). The Sponsor hereby certifies,
      represents and warrants to, a covenants with, the Depositor, the Securities
      Administrator and the Trustee that:

     

    Neither
      the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act”), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Sponsor will not act in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Sponsor has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing
      Agreement.

    


    
      	 	 	 
	 	
              Very
                truly yours,

               

              ___________________________________________

              (Sponsor)

            
	 
 	 
 	 
 
	 	 	By: ___________________________________________
	 	
              Name:___________________________________________

            
	 	
              Title:___________________________________________

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      F

     

    FORM
      OF
      INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

     

    ___________,
      2006

     

    Nomura
      Home Equity Loan, Inc.

    2
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2007-3

     

    
      	 	
              Re:

            	
              Nomura
                Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                Series 2007-3

            


    

     

    Ladies
      and Gentlemen:

     

    _______________
      (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
      $_________ Initial Certificate Principal Balance of Asset-Backed Certificates,
      Series 2007-3, Class [X][P][R][R-X] (the “Certificates”), issued pursuant to the
      Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
      as of April 1, 2007, among Nomura Home Equity Loan, Inc., as depositor (the
      “Depositor”), Nomura Credit & Capital, Inc., as sponsor, Ocwen Loan
      Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Wells Fargo
      Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”). All terms used herein and not otherwise
      defined shall have the meanings set forth in the Pooling and Servicing
      Agreement. The Purchaser hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Securities Administrator and the Trustee
      that:

     

    
      	 	
              1.

               

            	
              The
                Purchaser understands that (a) the Certificates have not been and
                will not
                be registered or qualified under the Securities Act of 1933, as amended
                (the “Act”) or any state securities law, (b) the Depositor is not required
                to so register or qualify the Certificates, (c) the Certificates
                may be
                resold only if registered and qualified pursuant to the provisions
                of the
                Act or any state securities law, or if an exemption from such registration
                and qualification is available, (d) the Pooling and Servicing Agreement
                contains restrictions regarding the transfer of the Certificates
                and (e)
                the Certificates will bear a legend to the foregoing effect.

               

            
	 	
              2.

               

            	
              The
                Purchaser is acquiring the Certificates for its own account for investment
                only and not with a view to or for sale in connection with any
                distribution thereof in any manner that would violate the Act or
                any
                applicable state securities laws.

               

            
	 	
              3.

               

            	
              The
                Purchaser is (a) a substantial, sophisticated institutional investor
                having such knowledge and experience in financial and business matters,
                and, in particular, in such matters related to securities similar
                to the
                Certificates, such that it is capable of evaluating the merits and
                risks
                of investment in the Certificates, (b) able to bear the economic
                risks of
                such an investment and (c) an “accredited investor” within the meaning of
                Rule 501 (a) promulgated pursuant to the Act.

               

            
	 	
              4.

               

            	
              The
                Purchaser has been furnished with, and has had an opportunity to
                review
                (a) a copy of the Pooling and Servicing Agreement and (b) such other
                information concerning the Certificates, the Mortgage Loans and the
                Depositor as has been requested by the Purchaser from the Depositor
                or the
                Sponsor and is relevant to the Purchaser’s decision to purchase the
                Certificates. The Purchaser has had any questions arising from such
                review
                answered by the Depositor or the Sponsor to the satisfaction of the
                Purchaser.

               

            
	 	
              5.

            	
              The
                Purchaser has not and will not nor has it authorized or will it authorize
                any person to (a) offer, pledge, sell, dispose of or otherwise transfer
                any Certificate, any interest in any Certificate or any other similar
                security to any person in any manner, (b) solicit any offer to buy
                or to
                accept a pledge, disposition of other transfer of any Certificate,
                any
                interest in any Certificate or any other similar security from any
                person
                in any manner, (c) otherwise approach or negotiate with respect to
                any
                Certificate, any interest in any Certificate or any other similar
                security
                with any person in any manner, (d) make any general solicitation
                by means
                of general advertising or in any other manner or (e) take any other
                action, that (as to any of (a) through (e) above) would constitute
                a
                distribution of any Certificate under the Act, that would render
                the
                disposition of any Certificate a violation of Section 5 of the Act
                or any
                state securities law, or that would require registration or qualification
                pursuant thereto. The Purchaser will not sell or otherwise transfer
                any of
                the Certificates, except in compliance with the provisions of the
                Pooling
                and Servicing Agreement.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      	 	 	 
	 	
              Very
                truly yours,

               

              
                ___________________________________________

              

              
                (Purchaser)

              

            
	 
 	 
 	 
 
	 	 	By:___________________________________________
	 	Name:___________________________________________
	 	
              
                Title:___________________________________________

              

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      G

     

    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    [Date]

    Nomura
      Credit & Capital, Inc.

    2
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Nomura
      Home Equity Loan, Inc.

    2
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	 	
              Re:

            	
              Nomura
                Home Equity Loan, Inc., Home Equity Loan Trust, Asset-Backed Certificates,
                Series 2007-3 (the “Certificates”), including the Class [X][P][R][R-X]
                Certificates (the “Private
                Certificates”)

            


    

     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Private Certificates, we confirm
      that:

     

    
      	 	
              (i)

               

            	
              we
                understand that the Private Certificates are not being registered
                under
                the Securities Act of 1933, as amended (the “Act”) or any applicable state
                securities or “Blue Sky” laws, and are being sold to us in a transaction
                that is exempt from the registration requirements of such
                laws;

               

            
	 	
              (ii)

               

            	
              any
                information we desired concerning the Certificates, including the
                Private
                Certificates, the trust in which the Certificates represent the entire
                beneficial ownership interest (the “Trust”) or any other matter we deemed
                relevant to our decision to purchase Private Certificates has been
                made
                available to us;

               

            
	 	
              (iii)

               

            	
              we
                are able to bear the economic risk of investment in Private Certificates;
                we are an institutional “accredited investor” as defined in Section 501(a)
                of Regulation D promulgated under the Act and a sophisticated
                institutional investor and we agree to obtain a representation from
                any
                transferee that such transferee is an institutional “accredited investor”
                so long as we are required to obtain a representation letter regarding
                compliance with the Act;

               

            
	 	
              (iv)

               

            	
              we
                are acquiring Private Certificates for our own account, not as nominee
                for
                any other person, and not with a present view to any distribution
                or other
                disposition of the Private Certificates;

               

            
	 	
              (v)

               

            	
              we
                agree the Private Certificates must be held indefinitely by us (and
                may
                not be sold, pledged, hypothecated or in any way disposed of) unless
                subsequently registered under the Act and any applicable state securities
                or “Blue Sky” laws or an exemption from the registration requirements of
                the Act and any applicable state securities or “Blue Sky” laws is
                available;

               

            
	 	
              (vi)

               

            	
              we
                agree that in the event that at some future time we wish to dispose
                of or
                exchange any of the Private Certificates (such disposition or exchange
                not
                being currently foreseen or contemplated), we will not transfer or
                exchange any of the Private Certificates unless:

               

            
	 	 	
              (A)
                (1) the sale is to an Eligible Purchaser (as defined below), (2)
                if
                required by the Pooling and Servicing Agreement (as defined below)
                a
                letter to substantially the same effect as either this letter or,
                if the
                Eligible Purchaser is a Qualified Institutional Buyer as defined
                under
                Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                in the
                form attached to the Pooling and Servicing Agreement (as defined
                below)
                (or such other documentation as may be acceptable to the Securities
                Administrator) is executed promptly by the purchaser and delivered
                to the
                addressees hereof and (3) all offers or solicitations in connection
                with
                the sale, whether directly or through any agent acting on our behalf,
                are
                limited only to Eligible Purchasers and are not made by means of
                any form
                of general solicitation or general advertising whatsoever;
                and

            
	 	 	
              (B) if
                the Private Certificate is not registered under the Act (as to which
                we
                acknowledge you have no obligation), the Private Certificate is sold
                in a
                transaction that does not require registration under the Act and
                any
                applicable state securities or “Blue Sky” laws and, if the Securities
                Administrator or HSBC Bank USA, National Association, as trustee
                (the
                “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                such effect, which Opinion of Counsel shall be an expense of the
                transferor or the transferee;

            
	 	
              (vii)

               

            	
              we
                agree to be bound by all of the terms (including those relating to
                restrictions on transfer) of the Pooling and Servicing Agreement,
                pursuant
                to which the Trust was formed; we have reviewed carefully and understand
                the terms of the Pooling and Servicing Agreement;

               

            
	 	
              (viii)

               

            	
              we
                either: (i) are not acquiring the Private Certificate directly or
                indirectly by, or on behalf of, an employee benefit plan or other
                retirement arrangement which is subject to Title I of the Employee
                Retirement Income Security Act of 1974, as amended, and/or section
                4975 of
                the Internal Revenue Code of 1986, as amended, or (ii) in the case
                of a
                Class B Certificate, are making or are deemed to make the representations
                set forth in Section 6.02(b) of the Agreement, or (iii) in the case
                of a
                Class X, Class P, Class R or Class R-X Certificate, are providing
                the
                opinion of counsel specified in Section 6.02(b) of the
                Agreement.

               

            
	 	
              (ix)

               

            	
              we
                understand that each of the Class [X][P][R][R-X] Certificates bears,
                and
                will continue to bear, legends substantially to the following effect:
                “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
                STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
                AND OTHER
                APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                OF A
                QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                RESALE,
                PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                (2)
                PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE
                SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY
                IN
                WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                NOT
                FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
                THE
                RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                IN THE
                FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
                COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
                EACH
                CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                STATES AND ANY OTHER APPLICABLE JURISDICTION.

               

            
	 	 	
              [FOR
                CLASS X, CLASS P, Class R AND CLASS R-X CERTIFICATES] NO TRANSFER
                OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT
                

            


    

    


    “Eligible
      Purchaser”
means
      a
      corporation, partnership or other entity which we have reasonable grounds to
      believe and do believe (i) can make representations with respect to itself
      to
      substantially the same effect as the representations set forth herein, and
      (ii)
      is either a Qualified Institutional Buyer as defined under Rule 144A of the
      Act
      or an institutional “Accredited Investor” as defined under Rule 501 of the
      Act.

     

    Terms
      not
      otherwise defined herein shall have the meanings assigned to them in the Pooling
      and Servicing Agreement, dated as of April 1, 2007, among Nomura Home Equity
      Loan, Inc., as depositor, Nomura Credit & Capital, Inc., as sponsor, Ocwen
      Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Wells
      Fargo
      Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC Bank USA, National
      Association, as trustee (the “Trustee”) (the “Pooling and Servicing
      Agreement’).

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this
      letter.

     

    Name
      of
      Nominee (if any): _______________________________

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ___
      day of ________, 20___.

    
      	 	 	 
	 	
              Very
                truly yours,

               

              
                [PURCHASER]

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              (Authorized
                Officer)

              
                [By:__________________________________

                
                  Attorney-in-fact]

                

              

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

    
      
        	 	 	 
	 	
                
                  [NAME
                    OF NOMINEE]

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                (Authorized
                  Officer)

                
                  [By:__________________________________

                  
                    Attorney-in-fact]

                  

                

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      H

     

    FORM
      OF
      ADDITIONAL DISCLOSURE NOTIFICATION

    


    Wells
      Fargo Bank, N.A. as Trustee 

    Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

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

     

    Nomura
      Home Equity Loan, Inc.

    2
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    
      	Attn:	
              Corporate
                Trust Services - Nomura Home Equity Loan, Inc., Home Equity Loan
                Trust,
                 Asset-Backed
                Certificates, Series 2007-3 - SEC REPORT
                PROCESSING

            


    

     

    RE:
      **Additional Form [10-K][10-D][8-K] Disclosure**Required

     

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
      of
      April 1, 2007, among the Purchaser as depositor, Nomura
      Credit & Capital, Inc. as sponsor, Ocwen
      Loan Servicing, LLC, as a servicer, Equity One, Inc., as a servicer, Wells
      Fargo
      Bank, National Association, as Master Servicer and Securities Administrator,
      the
      Undersigned, as [ ], hereby notifies you that certain events have come to our
      attention that [will][may] need to be disclosed on Form
      [10-K][10-D][8-K].

     

    Description
      of Additional Form [10-K][10-D][8-K]Disclosure:

     

    


     

     

    List
      of
      Any Attachments hereto to be included in the Additional Form [10-K][10-D][8-K]
      Disclosure:

     

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

    
      	 	 	 
	 	
              [NAME
                OF PARTY]

              as [role]

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	
              Name:

              Title: 

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      I

     

    DTC
      LETTER OF REPRESENTATIONS

    


    [TO
      BE
      PROVIDED UPON REQUEST]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      J

     

    SCHEDULE
      OF MORTGAGE LOANS WITH LOST NOTES

    


    [TO
      BE
      PROVIDED UPON REQUEST]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      K

     

    PREPAYMENT
      CHARGE SCHEDULE

    


    [TO
      BE
      PROVIDED UPON REQUEST]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      L

     

    RELEVANT
      SERVICING CRITERIA

    


    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    Assessments
      of Compliance and Attestation Reports Servicing Criteria1 

     

    

      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	
                Depositor

              	
                Seller

              	
                Servicers1 
                  For the avoidance of doubt, any Relevant Servicing Criteria to
                  be
                  addressed by Servicer may be addressed by Servicer or any subservicer
                  or
                  subcontractor, as the case may be.

              	
                Trustee

              	
                Custodian

              	
                Wells
                  Fargo2 
                  Wells Fargo in its capacity as Paying Agent, Master Servicer and
                  Securities Administrator.

              
	
                (1) General
                  Servicing Considerations

              	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	
                X

              	 	 	
                X

              
	
                (2) Cash
                  Collection and Administration

              	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) accounts
                  maintained as required

              	 	 	
                X

              	 	 	
                X

              
	
                (v) accounts
                  at federally insured depository institutions

              	 	 	
                X

              	 	 	
                X

              
	
                (vi) unissued
                  checks safeguarded

              	 	 	
                X

              	 	 	 
	
                (vii) monthly
                  reconciliations of accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (3) Investor
                  Remittances and Reporting

              	 	 	 	 	 	 
	
                (i) investor
                  reports

              	 	 	
                X

              	 	 	
                X

              
	
                (ii) remittances

              	 	 	
                X

              	 	 	
                X

              
	
                (iii) proper
                  posting of distributions

              	 	 	
                X

              	 	 	
                X

              
	
                (iv) reconciliation
                  of remittances and payment statements

              	 	 	
                X

              	 	 	
                X

              
	
                (4) Pool
                  Asset Administration

              	 	 	 	 	 	 
	
                (i) maintenance
                  of pool collateral

              	 	 	
                X

              	 	
                X

              	 
	
                (ii) safeguarding
                  of pool assets/documents

              	 	 	
                X

              	 	
                X

              	 
	
                (iii) additions,
                  removals and substitutions of pool assets

              	 	 	
                X

              	 	 	 
	
                (iv) posting
                  and allocation of pool asset payments to pool assets

              	 	 	
                X

              	 	 	 
	
                (v) reconciliation
                  of servicer records

              	 	 	
                X

              	 	 	 
	
                (vi) modifications
                  or other changes to terms of pool assets

              	 	 	
                X

              	 	 	 
	
                (vii) loss
                  mitigation and recovery actions

              	 	 	
                X

              	 	 	 
	
                (viii)records
                  regarding collection efforts

              	 	 	
                X

              	 	 	 
	
                (ix) adjustments
                  to variable interest rates on pool assets

              	 	 	
                X

              	 	 	 
	
                (x) matters
                  relating to funds held in trust for obligors

              	 	 	
                X

              	 	 	 
	
                (xi) payments
                  made on behalf of obligors (such as for taxes or
                  insurance)

              	 	 	
                X

              	 	 	 
	
                (xii) late
                  payment penalties with respect to payments made on behalf of obligors
                  

              	 	 	
                X

              	 	 	 
	
                (xiii)records
                  with respect to payments made on behalf of obligors

              	 	 	
                X

              	 	 	 
	
                (xiv) recognition
                  and recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

              	 	 	
                X

              
	
                (xv) maintenance
                  of external credit enhancement or other support

              	
                X

              	
                X

              	 	 	 	
                X

              


      

      

        
1
        The
        descriptions of the Item 1122(d) servicing criteria use key words and phrases
        and are not verbatim recitations of the servicing criteria. Refer to Regulation
        AB, Item 1122 for a full description of servicing
        criteria.

    

    
      2 For
        the avoidance of doubt, any Relevant Servicing Criteria to be addressed by
        Servicer may be addressed by Servicer or any subservicer or subcontractor,
        as
        the case may be.

      3 Wells
        Fargo in its capacity as Paying Agent, Master Servicer and Securities
        Administrator.

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      M

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

     

    Asset-Backed
      Certificates, Series 2007-3

     

    I,
      [identify the certifying individual], certify to Nomura Home Equity Loan, Inc.
      (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statements of [Ocwen Loan Servicing, LLC
      (“Ocwen”)][Equity One, Inc. (“Equity One”)] provided in accordance with Item
      1123 of Regulation AB (the “Compliance Statement”), the report on assessment of
      [Ocwen][Equity One]’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 [Ocwen][Equity One] during 200[ ] that were delivered by [Ocwen][Equity
      One] to the Master Servicer pursuant to the Agreement (collectively, the
“Servicer Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

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

     

    (5) The
      Compliance Statement required to be delivered by [Ocwen][Equity One] pursuant
      to
      the Agreement, and the Servicing Assessment and Attestation Report required
      to
      be provided by [Ocwen][Equity One] and by any Subservicer or Subcontractor
      pursuant to the Agreement, have been provided to the Master Servicer. Any
      material instances of noncompliance described in such reports have been
      disclosed to the Master Servicer. Any material instance of noncompliance with
      the Servicing Criteria has been disclosed in such reports.

     

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of April 1,
      2007, among Nomura Home Equity Loan, Inc., Nomura Credit & Capital, Inc.,
      Ocwen Loan Servicing, LLC, Equity One, Inc., Wells Fargo Bank, N.A. and HSBC
      Bank USA, National Association

    


     

    
      	 	 	 	 
	
              Date:__________________________________

            	 	 	 
	
               

            	 	 	
            
	
              ______________________________________

              [Signature]

               

              ______________________________________

              
                [Title]

              

            	 	 	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      N

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 5.14. An asterisk indicates that the Responsible Party is responsible
      for aggregating the information it receives from other Responsible
      Parties.

    


    Under
      Item 1 of Form 10-D: a) items marked “5.06 statement” are required to be
      included in the periodic Distribution Date statement under Section 5.06,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the 5.06 statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.

    


    Additional
      Form 10-D Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the [Monthly Statement]

            	
              Servicers

              Master
                Servicer

              Securities
                Administrator

               

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

            	
              Depositor

               

            
	
              Item
                2: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicers

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

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Item
                8: Other Information

               

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

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

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Additional
      Form 10-K Disclosure

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Securities
                Administrator

              Depositor

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

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

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

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

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

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

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1117: Legal Proceedings

               

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

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

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

            	
              Servicers

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

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

               

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

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

            	
              Servicers

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivative Counterparty Provider

            	
              Depositor/Sponsor

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

            	
              Depositor/Sponsor

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

               

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Depositor/Sponsor

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

            	
              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 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Depositor/Sponsor

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

            	
              Servicers

            
	
              ▪
                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

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Form
      8-K
      Disclosure Information

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              All
                parties

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              All
                parties

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding a bankruptcy or receivership with respect to
                any of
                the following: 

               

            	 
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

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

            	
              Servicers

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

            	
              Servicers

            
	
              ▪
                Other material servicers

            	
              Servicers

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

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

            	
              Depositor

              Master
                Servicer

              Securities
                Administrator

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

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

            	
              Securities
                Administrator

              Trustee

              Depositor

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

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

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

               

            	
              Depositor

            
	
              Item
                6.02- Change of 1108(a)(2) Servicer or Trustee

               

              Requires
                disclosure of the resignation, removal, replacement, substitution
                or
                addition of any 1108(a)(2) servicer, affiliated servicer or trustee,
                together with any disclosure required under Item 1108(d) of Regulation
                AB.

            	
              Master
                Servicer/Securities Administrator/Depositor/

              Servicers/Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

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

            	
              Depositor/Securities
                Administrator/Trustee

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

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties

            
	
              Item
                8.01- Other Events

               

              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      O

     

     

    APPENDIX
      E - Standard & Poor’s Anti-Predatory Lending
      Categorization

     

    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry.

     

     

    Standard
      & Poor’s High Cost Loan Categorization

     

    
      	
              State/Jurisdiction

               

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

               

            	
              Category
                under Applicable Anti-Predatory Lending Law

               

            
	
              Arkansas
                

               

            	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et
                seq.
                

               

              Effective
                July 16, 2003 

               

            	
              High
                Cost Home Loan 

               

            
	
              Cleveland
                Heights, OH 

               

            	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                seq.
                

               

              Effective
                June 2, 2003 

               

            	
              Covered
                Loan 

               

            
	
              Colorado
                

               

            	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et
                seq.
                

               

              Effective
                for covered loans offered or entered into on or after January 1,
                2003.
                Other provisions of the Act took effect on June 7, 2002 

               

            	
              Covered
                Loan 

               

            
	
              Connecticut
                

               

            	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                et
                seq.
                

               

              Effective
                October 1, 2001 

               

            	
              High
                Cost Home Loan 

               

            
	
              District
                of Columbia 

               

            	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et
                seq.
                

               

              Effective
                for loans closed on or after January 28, 2003 

               

            	
              Covered
                Loan 

               

            
	
              Florida
                

               

            	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                seq.
                

               

              Effective
                October 2, 2002 

               

            	
              High
                Cost Home Loan 

               

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

               

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

               

              Effective
                October 1, 2002 - March 6, 2003

               

            	
              High
                Cost Home Loan 

               

            


    

     

    Standard
      & Poor’s High Cost Loan Categorization

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
               

              Georgia
                as amended (Mar. 7, 2003 - current) 

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

               

              Effective
                for loans closed on or after March 7, 2003 

            	
               

              High
                Cost Home Loan 

            
	
               

              HOEPA
                Section 32 

            	
               

              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34 

               

              Effective
                October 1, 1995, amendments October 1, 2002 

            	
               

              High
                Cost Loan 

            
	
               

              Illinois
                

            	
               

              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                seq.
                

               

              Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001) 

            	
               

              High
                Risk Home Loan 

            
	
              Kansas
                

            	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                seq.
                

              Sections
                16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                16a-3-308a became effective July 1, 1999 

            	
              High
                Loan to Value Consumer Loan (id.
                §
                16a-3-207) and; 

            
	
               

              High
                APR Consumer Loan (id.
                §
                16a-3-308a) 

            
	
               

              Kentucky
                

            	
               

              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                et
                seq.
                

               

              Effective
                June 24, 2003 

            	
               

              High
                Cost Home Loan 

            
	
               

              Maine
                

            	
               

              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                seq.
                

               

              Effective
                September 29, 1995 and as amended from time to time 

            	
               

              High
                Rate High Fee Mortgage 

            
	
               

              Massachusetts
                

            	
               

              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et
                seq.
                and 209 C.M.R. §§ 40.01 et
                seq.
                

               

              Effective
                March 22, 2001 and amended from time to time

            	
               

              High
                Cost Home Loan 

            


    

    


    Standard
      & Poor’s High Cost Loan Categorization

    

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                 

                Nevada
                  

              	
                 

                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et
                  seq.
                  

                 

                Effective
                  October 1, 2003 

              	
                 

                Home
                  Loan 

              
	
                 

                New
                  Jersey 

              	
                 

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.
                  

                 

                Effective
                  for loans closed on or after November 27, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                New
                  Mexico 

              	
                 

                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                  seq.
                  

                 

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                New
                  York 

              	
                 

                N.Y.
                  Banking Law Article 6-l 

                 

                Effective
                  for applications made on or after April 1, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                North
                  Carolina 

              	
                 

                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et
                  seq.
                  

                 

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Ohio
                  

              	
                 

                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et
                  seq.
                  

                 

                Effective
                  May 24, 2002 

              	
                 

                Covered
                  Loan 

              
	
                 

                Oklahoma
                  

              	
                 

                Consumer
                  Credit Code (codified in various sections of Title 14A) 

                 

                Effective
                  July 1, 2000; amended effective January 1, 2004 

              	
                 

                Subsection
                  10 Mortgage 

              
	
                 

                South
                  Carolina 

              	
                 

                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et
                  seq.
                  

                 

                Effective
                  for loans taken on or after January 1, 2004

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                West
                  Virginia 

              	
                 

                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et
                  seq.
                  

                 

                Effective
                  June 5, 2002 

              	
                 

                West
                  Virginia Mortgage Loan Act Loan


              


      

    

     

    Standard
      & Poor’s Covered Loan Categorization 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
               

              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

               

              Effective
                October 1, 2002 - March 6, 2003 

            	
               

              Covered
                Loan 

            
	
               

              New
                Jersey 

            	
               

              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et
                seq.
                

               

              Effective
                November 27, 2003 - July 5, 2004 

            	
               

              Covered
                Home Loan 

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Standard
      & Poor’s Home Loan Categorization

    


    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
               

              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	
               

              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.
                

               

              Effective
                October 1, 2002 - March 6, 2003 

            	
               

              Home
                Loan 

            
	
               

              New
                Jersey 

            	
               

              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et
                seq.
                

               

              Effective
                for loans closed on or after November 27, 2003

            	
               

              Home
                Loan 

            
	
               

              New
                Mexico 

            	
               

              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                seq.
                

               

              Effective
                as of January 1, 2004; Revised as of February 26, 2004 

            	
               

              Home
                Loan 

            
	
               

              North
                Carolina 

            	
               

              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et
                seq.
                

               

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of credit)
                

            	
               

              Consumer
                Home Loan 

            
	
               

              South
                Carolina 

            	
               

              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et
                seq.
                

               

              Effective
                for loans taken on or after January 1, 2004 

            	
               

              Consumer
                Home Loan 

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      P

     

    RESERVED

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      Q

     

    SWAP
      AGREEMENT

     

    Revised
      Transaction

     

    


     

    
      	
              Date:

            	
              31
                May, 2007

            
	 	 
	
              To:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest Trust with respect to the Nomura Home Equity Loan, Inc.,
                Home
                Equity Loan Trust, Series 2007-3, Asset-Backed Certificates, Series
                2007-3

            
	 	
              Attention:

            	
              Documentation
                Unit

            
	 	 
	
              From:

            	
              Lehman
                Brothers Special Financing Inc.

              Confirmations
                Group

              Kathy
                Tsang

            
	 	
              Facsimile:

            	
              (+1)
                646-885-9551 (United States of America)

            
	 	
              Telephone:

            	
              (+1)
                212-526-9080

            
	 	 


    

    


     

    Ref.
      Numbers: Risk
      ID:
      1505103L / Effort ID: N1348751 / Global Deal ID: 3024003

     

    
      
        

      



     

    Dear
      Sir
      or Madam:

     

    The
      purpose of this communication (this “Confirmation”) is to confirm the terms and
      conditions of the transaction (the “Transaction”) entered into between Lehman
      Brothers Special Financing Inc. (“Party A”) and HSBC Bank USA, National
      Association, not in its individual capacity, but solely as Supplemental Interest
      Trust Trustee on behalf of the Supplemental Interest Trust with respect to
      the
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3,
      Asset-Backed Certificates, Series 2007-3 (“Party B”) on the Trade Date specified
      below. This Confirmation constitutes a “Confirmation” as referred to in the
      Agreement specified below. This
      Confirmation supersedes and replaces in its entirety any other confirmation
      referencing the Transaction to which this Confirmation
      relates.

    


    This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement dated as of 30
      April, 2007,
      as
      amended and supplemented from time to time, between Party A and Party B (the
      “Agreement”). All provisions contained in the Agreement shall govern this
      Confirmation except as expressly modified below.

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions as published
      by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
      are incorporated into this Confirmation. In the event of any inconsistency
      between the Definitions and the terms of this Confirmation, this Confirmation
      will govern. For the purpose of the Definitions, references herein to a
“Transaction” shall be deemed to be references to a “Swap
      Transaction”.

     

    Party
      A
      and Party B each represents that entering into the Transaction is within its
      capacity, is duly authorized and does not violate any laws of its jurisdiction
      of organization or residence or the terms of any agreement to which it is a
      party. Party A and Party B each represents that (a) it is not relying on the
      other party in connection with its decision to enter into this Transaction,
      and
      neither party is acting as an advisor to or fiduciary of the other party in
      connection with this Transaction regardless of whether the other
      party provides it with market information or its views; (b) it understands
      the
      risks of the Transaction and any legal, regulatory, tax, accounting and economic
      consequences resulting therefrom; and (c) it has determined based upon its
      own
      judgment and upon any advice received from its own professional advisors as
      it
      has deemed necessary to consult that entering into the Transaction is
      appropriate for such party in light of its financial capabilities and
      objectives. Party A and Party B each represents that upon due execution and
      delivery of this Confirmation, it will constitute a legally valid and binding
      obligation, enforceable against it in accordance with its terms, subject to
      applicable principles of bankruptcy and creditors’ rights generally and to
      equitable principles of general application.

     

     

     

    LEHMAN
      BROTHERS SPECIAL FINANCING INC.

    LEHMAN
      BROTHERS INC.

    745
      SEVENTH AVENUE, NEW YORK NY 10019

     

    


     

    


     

    Risk
      ID:
      1505103L / Effort ID: 1348751 / Global Deal ID: 3024003

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

     

    The
      terms
      of the particular Transaction to which this Confirmation relates are as
      follows:

     

    
      	
              General
                Terms:

               

            	 
	
              Trade
                Date:

            	
              26
                April, 2007

               

            
	
              Effective
                Date:

            	
              30
                April, 2007

               

            
	
              Termination
                Date:

            	
              25
                April, 2012

               

              For
                purposes of the final Calculation Period on the Floating Amounts,
                Termination Date will be subject to adjustment in accordance with
                the
                Following Business Day Convention, and for purposes of the final
                Calculation Period on the Fixed Amounts, Termination Date will be
                subject
                to No Adjustment.

               

            
	
              Notional
                Amount:

            	
              With
                respect to each Calculation Period, the lesser of (i) the Notional
                Amount
                as set forth in Appendix A attached hereto and (ii) the aggregate
                Certificate Principal Balance of the Reference Assets on
                or about the 15th calendar day of each month, commencing in the month
                of
                May 2007.

               

            
	
              Referenced
                Assets:

            	
              NHELI,
                Inc., Asset Backed Certificates, Series 2007-3, Class 1-A-A (Cusip:
                65537NAA2), Class II-A-1 (Cusip: 65537NAB0), Class II-A-2 (Cusip:
                65537N
                AC8), Class II-A-3 (Cusip: 65537NAD6), Class II-A-4 (Cusip: 65537NAE4),
                Class M-1 (Cusip: 65537N AF1), Class M-2 (Cusip: 65537NAG9), Class
                M-3
                (Cusip: 65537NAH7), Class M-4 (Cusip: 65537N AJ3), Class M-5 (Cusip:
                65537NAK0), Class M-6 (Cusip: 65537NAL8), Class M-7 (Cusip: 65537N
                AM6),
                Class M-8 (Cusip: 65537NAN4), Class M-9 (Cusip: 65537NAP9) .

               

            
	
              Principal
                Balance:

            	
              As
                reported on Bloomberg Financial Services, Inc. (“Bloomberg”): by entering
                the Cusip, <Mtge>, type “pdi4”, <Go>. If Bloomberg fails to
                publish the aggregate Principal Balance of the Referenced Assets
                or the
                parties fail to agree on the aggregate Principal Balance of the Referenced
                Assets for any Calculation Period, the aggregate Principal Balance
                of the
                Referenced Assets shall be determined by the Calculation Agent pursuant
                to
                the Pooling and Servicing Agreement, dated as of 01 April, 2007,
                by Nomura
                Home Equity Loan, Inc., as depositor, Nomura Credit & Capital, Inc.,
                as sponsor, Ocwen Loan Servicing, LLC, as servicer, Equity One, Inc.,
                as
                servicer, Wells Fargo Bank, National Association, as master servicer
                and
                as securities administrator, and HSBC Bank USA, National Association,
                as
                trustee.

               

            
	
              Floating
                Amounts:

               

            	 
	
              Floating
                Amount Payer:

            	
              Party
                A

               

            
	
              Floating
                Rate Payer Period End Dates:

            	
              The
                25th calendar day of each month, from and including 25 May, 2007
                to and
                including the Termination Date, subject to adjustment in accordance
                with
                the Following Business Day Convention.

               

            
	
              Early
                Payment:

            	
              1
                Business Day preceding each Floating Rate Payer Period End
                Date

               

            
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

               

            
	
              Designated
                Maturity:

            	
              1
                month

               

            
	
              Spread:

            	
              Inapplicable

               

            
	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

               

            
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period

               

            
	
              Fixed
                Amounts:

               

            	 
	
              Fixed
                Amount Payer:

            	
              Party
                B

               

            
	
              Fixed
                Amount Payer Period End Dates:

            	
              The
                25th calendar day of each month, from and including 25 May, 2007
                to and
                including the Termination Date.

               

            
	
              No
                Adjustment of Period End Dates:

            	
              Applicable

               

            
	
              Early
                Payment:

            	
              1
                Business Day preceding each Fixed Amount Payer Period End Date, subject
                to
                adjustment in accordance with the Following Business Day
                Convention.

               

            
	
              Fixed
                Rate:

            	
              5.10%
                per annum

               

            
	
              Fixed
                Rate Day Count Fraction:

            	
              30/360

               

            
	
              Business
                Days:

            	
              New
                York

               

            
	
              Additional
                Payment:

            	
              Party
                B shall pay Party A the sum of USD 20,000.00 on the Effective Date
                subject
                to adjustment in accordance with the Following Business Day
                Convention.

            


    

    


    
      	
              Account
                for Payment to Party A in USD:

            	
              JPMorgan
                Chase Bank, New York

            
	 	
              ABA
                # 021000021

              A/C
                of Lehman Brothers Special Financing Inc.

              A/C
                # 066-143543

            
	 	 
	
              Payment
                Instructions for Party B in USD:

            	
              Wells
                Fargo Bank, N.A.

              ABA
                # 121000248

              Account
                Name: SAS Clearing

              Account
                Number: 3970771416

              For
                Further Credit to: 53146901 - 

              Supplemental
                Interest Trust NHEL 2007-3

            
	 	 


    

    


    
      	
              Miscellaneous:

               

            	 
	
              Calculation
                Agent:

            	
              Party
                A

               

            
	
              Office:

            	
              For
                the purposes of this Transaction, Party A is not a Multibranch Party,
                and
                the Office of Party B is its Head
                Office.

            


    

    


     

    Please
      confirm your agreement with the foregoing by executing this Confirmation and
      returning such Confirmation, in its entirety, to us at facsimile number (+1)
      646-885-9551 (United States of America), Attention: Confirmations
      Group.

     

    


     

    
      	
              Yours
                sincerely,

            	 	
              Accepted
                and agreed to:

            
	 	 	 
	
              Lehman
                Brothers Special Financing Inc.

            	 	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest Trust with respect to the Nomura Home Equity Loan, Inc.,
                Home
                Equity Loan Trust, Series 2007-3, Asset-Backed Certificates, Series
                2007-3

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Anatoly
                Kuzlow

            	 	
              By:

            	
              /s/
                Nina
                Nassar

            
	
              Name:

            	
              Anatoly
                Kuzlow

            	 	
              Name:

            	
              Nina
                Nassar

            
	
              Title:

            	 	 	
              Title:

            	
              Officer

            


    

    


     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Appendix
                A

               

            
	
              *Calculation
                Periods from and including

            	 	
              *Calculation
                Periods up to but excluding

            	 	
              Notional
                Amount (USD)

            
	
              4/30/2007

            	 	
              5/25/2007

            	 	
              0

            
	
              5/25/2007

            	 	
              6/25/2007

            	 	
              1,070,032,214.73

            
	
              6/25/2007

            	 	
              7/25/2007

            	 	
              1,047,920,906.65

            
	
              7/25/2007

            	 	
              8/25/2007

            	 	
              1,024,160,006.32

            
	
              8/25/2007

            	 	
              9/25/2007

            	 	
              998,828,295.50

            
	
              9/25/2007

            	 	
              10/25/2007

            	 	
              972,014,145.30

            
	
              10/25/2007

            	 	
              11/25/2007

            	 	
              943,815,528.22

            
	
              11/25/2007

            	 	
              12/25/2007

            	 	
              915,527,282.46

            
	
              12/25/2007

            	 	
              1/25/2008

            	 	
              887,734,466.16

            
	
              1/25/2008

            	 	
              2/25/2008

            	 	
              860,739,233.78

            
	
              2/25/2008

            	 	
              3/25/2008

            	 	
              834,519,062.37

            
	
              3/25/2008

            	 	
              4/25/2008

            	 	
              809,051,646.68

            
	
              4/25/2008

            	 	
              5/25/2008

            	 	
              784,315,324.89

            
	
              5/25/2008

            	 	
              6/25/2008

            	 	
              760,289,060.06

            
	
              6/25/2008

            	 	
              7/25/2008

            	 	
              736,952,421.99

            
	
              7/25/2008

            	 	
              8/25/2008

            	 	
              714,285,569.76

            
	
              8/25/2008

            	 	
              9/25/2008

            	 	
              692,252,267.18

            
	
              9/25/2008

            	 	
              10/25/2008

            	 	
              670,852,370.76

            
	
              10/25/2008

            	 	
              11/25/2008

            	 	
              636,594,182.58

            
	
              11/25/2008

            	 	
              12/25/2008

            	 	
              600,561,198.08

            
	
              12/25/2008

            	 	
              1/25/2009

            	 	
              563,300,123.28

            
	
              1/25/2009

            	 	
              2/25/2009

            	 	
              528,331,984.78

            
	
              2/25/2009

            	 	
              3/25/2009

            	 	
              495,501,507.05

            
	
              3/25/2009

            	 	
              4/25/2009

            	 	
              472,679,555.42

            
	
              4/25/2009

            	 	
              5/25/2009

            	 	
              346,488,173.97

            
	
              5/25/2009

            	 	
              6/25/2009

            	 	
              294,827,601.46

            
	
              6/25/2009

            	 	
              7/25/2009

            	 	
              253,194,734.95

            
	
              7/25/2009

            	 	
              8/25/2009

            	 	
              225,733,121.16

            
	
              8/25/2009

            	 	
              9/25/2009

            	 	
              204,735,106.70

            
	
              9/25/2009

            	 	
              10/25/2009

            	 	
              188,015,313.39

            
	
              10/25/2009

            	 	
              11/25/2009

            	 	
              174,549,223.82

            
	
              11/25/2009

            	 	
              12/25/2009

            	 	
              163,622,469.66

            
	
              12/25/2009

            	 	
              1/25/2010

            	 	
              154,539,722.07

            
	
              1/25/2010

            	 	
              2/25/2010

            	 	
              146,931,833.05

            
	
              2/25/2010

            	 	
              3/25/2010

            	 	
              139,708,450.86

            
	
              3/25/2010

            	 	
              4/25/2010

            	 	
              132,851,526.63

            
	
              4/25/2010

            	 	
              5/25/2010

            	 	
              126,222,551.13

            
	
              5/25/2010

            	 	
              6/25/2010

            	 	
              119,970,812.52

            
	
              6/25/2010

            	 	
              7/25/2010

            	 	
              114,064,720.31

            
	
              7/25/2010

            	 	
              8/25/2010

            	 	
              108,561,758.64

            
	
              8/25/2010

            	 	
              9/25/2010

            	 	
              103,368,386.38

            
	
              9/25/2010

            	 	
              10/25/2010

            	 	
              98,417,278.93

            
	
              10/25/2010

            	 	
              11/25/2010

            	 	
              93,701,315.75

            
	
              11/25/2010

            	 	
              12/25/2010

            	 	
              89,222,371.03

            
	
              12/25/2010

            	 	
              1/25/2011

            	 	
              84,968,111.30

            
	
              1/25/2011

            	 	
              2/25/2011

            	 	
              80,927,788.44

            
	
              2/25/2011

            	 	
              3/25/2011

            	 	
              77,090,590.40

            
	
              3/25/2011

            	 	
              4/25/2011

            	 	
              73,445,979.28

            
	
              4/25/2011

            	 	
              5/25/2011

            	 	
              69,983,908.60

            
	
              5/25/2011

            	 	
              6/25/2011

            	 	
              66,695,736.32

            
	
              6/25/2011

            	 	
              7/25/2011

            	 	
              63,572,044.31

            
	
              7/25/2011

            	 	
              8/25/2011

            	 	
              60,604,797.29

            
	
              8/25/2011

            	 	
              9/25/2011

            	 	
              57,786,098.18

            
	
              9/25/2011

            	 	
              10/25/2011

            	 	
              55,107,910.76

            
	
              10/25/2011

            	 	
              11/25/2011

            	 	
              52,563,283.09

            
	
              11/25/2011

            	 	
              12/25/2011

            	 	
              50,145,571.65

            
	
              12/25/2011

            	 	
              1/25/2012

            	 	
              47,848,038.51

            
	
              1/25/2012

            	 	
              2/25/2012

            	 	
              45,664,961.14

            
	
              2/25/2012

            	 	
              3/25/2012

            	 	
              43,590,101.91

            
	
              3/25/2012

            	 	
              4/25/2012

            	 	
              41,618,217.96

            


    

     

    


     

    *with
      respect to each Fixed Amount Payer Period End Date, all such dates are subject
      to no adjustment, and with respect to each Floating Amount Payer Period End
      Date, all such dates are subject to adjustment in accordance with the Following
      Business Day Convention.

    


    


    


    


    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       
ISDAâ

    


    International
      Swaps and Derivatives Association, Inc.

    


    MASTER
      AGREEMENT

    


    dated
      as
      of April 30, 2007


    
      	
               

              LEHMAN
                BROTHERS 

              SPECIAL
                FINANCING INC.

            	 	
               

              HSBC
                BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT
                SOLELY
                AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                INTEREST TRUST WITH RESPECT TO THE NOMURA HOME EQUITY LOAN, INC.,
                HOME
                EQUITY LOAN TRUST, SERIES 2007-3, ASSET-BACKED CERTIFICATES, SERIES
                2007-3
                (“PARTY B”)

            


    

     

    have
      entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
      includes the schedule (the “Schedule”), and the documents and other confirming
      evidence (each a “Confirmation”) exchanged between the parties confirming those
      Transactions.

     

    Accordingly,
      the parties agree as follows:3⁄4

     

    1.   Interpretation

     

    (a)   Definitions.
      The
      terms defined in Section 14 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement. 

     

    (b)   Inconsistency. 
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purposes of the relevant Transaction.

     

    (c)   Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as this “Agreement”), and the parties would not otherwise enter into
      any Transactions.

     

    2.   Obligations

     

    (a)   General
      Conditions.

     

    (i)
      Each
      party will make each payment or delivery specified in each Confirmation to
      be
      made by it, subject to the other provisions of this Agreement.

     

    (ii)
      Payments under this Agreement will be made on the due date for value on that
      date in the place of the account specified in the relevant Confirmation or
      otherwise pursuant to this Agreement, in freely transferable funds and
      in
      the manner customary for
      payments in the required currency.
      Where settlement is by delivery (that is, other than by payment), such delivery
      will be made for receipt on the due date in the manner customary for the
      relevant obligation unless otherwise specified in the relevant Confirmation
      or
      elsewhere in this Agreement.

     

    (iii)
      Each obligation of each party under Section 2(a)(i) is subject to (1) the
      condition precedent that no Event of Default or Potential Event of Default
      with
      respect to the other party has occurred and is continuing, (2) the condition
      precedent that no Early Termination Date in respect of the relevant Transaction
      has occurred or been effectively designated and (3) each other applicable
      condition precedent specified in this Agreement.

     

    
      Copyright
        ã
        1992 by
        International Swap and Derivatives Association, Inc.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    value
      of
      that which was (or would have been) required to be delivered as of the
      originally scheduled date for delivery, in each case together with (to the
      extent permitted under applicable law) interest, in the currency of such
      amounts, from (and including) the date
      such
      amounts or obligations were or
      would
      have been
      required to have been paid or performed to (but excluding) such
      Early Termination Date, at the Applicable Rate. Such amounts of interest will
      be
      calculated on the basis of daily compounding and the actual number of days
      elapsed. The fair market value of any obligation referred to in clause (b)
      above
      shall be reasonably determined by the party obliged to make the determination
      under Section 6(e) or, if each party is so obliged, it shall be the average
      of
      the Termination Currency Equivalents of the fair market values reasonably
      determined by both parties.

     

    IN
      WITNESS WHEREOF the parties have executed this document on the respective dates
      specified below with effect from the date specified on the first page of this
      document.

    
      	
               

              LEHMAN
                BROTHERS 

              SPECIAL
                FINANCING INC.

            	 	
               

              HSBC
                BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT
                SOLELY
                AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                INTEREST TRUST WITH RESPECT TO THE NOMURA HOME EQUITY LOAN, INC.,
                HOME
                EQUITY LOAN TRUST, SERIES 2007-3, ASSET-BACKED CERTIFICATES, SERIES
                2007-3

               

            
	
              (Name
                of Party)

            	 	
              (Name
                of Party)

            
	
               

               

               

            	 	 
	 	 	 
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            
	
              Date:

            	 	
              Date:

            
	 	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (Multicurrency-Cross
      Border)

    


    SCHEDULE

    to
      the

    Master
      Agreement

    dated
      as
      of April 30, 2007

    between
      

    LEHMAN
      BROTHERS SPECIAL FINANCING INC.
      (“Party
      A”), 

    a
      corporation organized under the laws of 

    the
      State
      of Delaware 

    and

    HSBC
      BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY
      AS
      SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST
      TRUST
      WITH RESPECT TO THE NOMURA HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST,
      SERIES 2007-3, ASSET-BACKED CERTIFICATES, SERIES 2007-3 (‘Party
      B”)

    


    All
      terms used herein and not otherwise defined are given their meaning in the
      Pooling and Servicing Agreement dated as of April 1, 2007, among Ocwen Loan
      Servicing, LLC, Equity One, Inc., Nomura Credit & Capital, Inc., as
      Sponsor, Nomura
      Home Equity Loan, Inc., as Depositor, Wells Fargo Bank, N.A., as master servicer
      and HSBC Bank USA, National Association, as Trustee (the “Pooling and Servicing
      Agreement”),
      the sponsor, the depositor, the master servicer, the securities administrator
      and the trustee

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

    


    For
      the
      purposes of this Agreement:-

     

    
      	
              (a)

            	“Specified Entity”
              will not apply to Party A or Party B for any purpose.
              


      	 	 


      	
              (b)

            	
              “Specified
                Transaction”
                will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    
      	(i)  	
              The
                “Failure
                to Pay or Deliver”
                provisions of Section 5(a)(i) will apply to Party A and will apply
                to
                Party B; provided, however, that Section 5(a)(i) is hereby amended
                by
                replacing the word “third” with the word “first”; provided, further, that
                notwithstanding anything to the contrary in Section 5(a)(i), any
                failure
                by Party A to comply with or perform any obligation to be complied
                with or
                performed by Party A under the Credit Support Annex shall not constitute
                an Event of Default under Section 5(a)(i) unless (A) a Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more Local
                Business Days and (B) such failure is not remedied on or before the
                third
                Local Business Day after notice of such failure is given to Party
                A.

            


    

    


    
      	(ii)  	
              The
                “Breach
                of Agreement”
                provisions of Section 5(a)(ii) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	(iii)  	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will apply to Party A and will not
                apply
                to Party B except that Section 5(a)(iii)(1) will apply to Party B
                solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex; provided, however, that notwithstanding anything to
                the
                contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                with or
                perform any obligation to be complied with or performed by Party
                A under
                the Credit Support Annex shall not constitute an Event of Default
                under
                Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


    

    


    
      	(iv)  	
              The
                “Misrepresentation”
                provisions of Section 5(a)(iv) will apply to Party A and will not
                apply to
                Party B. 

            


    

    


    
      	(v)  	
              The
                “Default
                under Specified Transaction”
                provisions of Section 5(a)(v) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	(vi)  	
              The
                “Cross
                Default”
                provisions of Section 5(a)(vi) will apply to Party A and will not
                apply to
                Party B. For purposes of Section 5(a)(vi), solely with respect to
                Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means with respect to Party A three percent (3%) of the Stockholders’
Equity of Lehman Brothers Holdings Inc. (“Lehman Brothers Holdings Inc.” or
“Holdings”), (or its equivalent in any other currency) or if applicable, another
      Eligible Guarantor.

    


     “Stockholders’
      Equity” means with respect to an entity, at any time, the sum (as shown in the
      most recent annual audited financial statements of such entity) of (i) its
      capital stock (including preferred stock) outstanding, taken at par value,
      (ii)
      its capital surplus and (iii) its retained earnings, minus (iv) treasury stock,
      each to be determined in accordance with generally accepted accounting
      principles.

    


    
      	(vii)  	
              The
                “Bankruptcy”
                provisions of Section 5(a)(vii) will apply to Party A and will apply
                to
                Party B except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), or (6) as
                amended”.

            


    

    


    
      	(viii)  	
              The
                “Merger
                Without Assumption”
                provisions of Section 5(a)(viii) will apply to Party A and will apply
                to
                Party B.

            


    

     

    
      
        	
                (d)

              	
                Termination
                  Events.

              


      

       

    

    
      	 	
              (i)

            	The “Illegality”
              provisions of Section 5(b)(i) will apply to Party A and will apply
              to
              Party B.


      	 	 	 


      	 	
              (ii)

            	
              The
                “Tax
                Event”
                provisions of Section 5(b)(ii) will apply to Party A except that,
                for
                purposes of the application of Section 5(b)(ii) to Party A, Section
                5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                a taxing authority, or brought in a court of competent jurisdiction,
                on or
                after the date on which a Transaction is entered into (regardless
                of
                whether such action is taken or brought with respect to a party to
                this
                Agreement) or (y)”, and the “Tax
                Event”
                provisions of Section 5(b)(ii) will apply to Party B.
                

            


    

    


    
      	 	
              (iii)

            	
              The
                “Tax
                Event Upon Merger”
                provisions of Section 5(b)(iii) will apply to Party A and will apply
                to
                Party B, provided that Party A shall not be entitled to designate
                an Early
                Termination Date by reason of a Tax Event upon Merger in respect
                of which
                it is the Affected Party.

            


    

    


    
      	 	
              (iv)

            	
              The
                “Credit
                Event Upon Merger”
                provisions of Section 5(b)(iv) will not apply to Party A and will
                not
                apply to Party B.

            


    

    


    
      	
              (e)

            	
              The
                “Automatic
                Early Termination”
                provision of Section 6(a) will not apply to Party A and will not
                apply to
                Party B.

            


      	 	 


      	
              (f)

            	Payments on Early Termination.
              For the purpose of Section 6(e) of this
              Agreement:


    

     

    
      	(i)  	
              Market
                Quotation will apply, provided, however, that, in the event of a
                Derivative Provider Trigger Event, the following provisions will
                apply:

            


    

    


    
      	 	
              (A)
                

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means,
      with respect to one or more Terminated Transactions, a Firm Offer which is
      (1)
      made by a Reference Market-maker that is an Eligible Replacement, (2) for an
      amount that would be paid to Party B (expressed as a negative number) or by
      Party B (expressed as a positive number) in consideration of an agreement
      between Party B and such Reference Market-maker to enter into a Replacement
      Transaction, and (3) made on the basis that Unpaid Amounts in respect of the
      Terminated Transaction or group of Transactions are to be excluded but, without
      limitation, any payment or delivery that would, but for the relevant Early
      Termination Date, have been required (assuming satisfaction of each applicable
      condition precedent) after that Early Termination Date is to be
      included.

    


    
      	 	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

    


    “Settlement
      Amount”
      means,
      with respect to any Early Termination Date, an amount (as determined by Party
      B)
      equal to: 

    


    
      	 	
              (a)

            	
              If
                a Market Quotation for the relevant Terminated Transaction or group
                of
                Terminated Transactions is accepted by Party B so as to become legally
                binding on or before the day falling ten Local Business Days after
                the day
                on which the Early Termination Date is designated, or such later
                day as
                Party B may specify in writing to Party A, but in either case no
                later
                than one Local Business Day prior to the Early Termination Date (such
                day,
                the “Latest Settlement Amount Determination Day”), the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation; 

            


    

    


    
      	 	
              (b)

            	
              If,
                on the Latest Settlement Amount Determination Day, no Market Quotation
                for
                the relevant Terminated Transaction or group of Terminated Transactions
                has been accepted by Party B so as to become legally binding and
                one or
                more Market Quotations from
                Approved Replacements have
                been made and remain capable of becoming legally binding upon acceptance,
                the Settlement Amount shall equal the Termination Currency Equivalent
                of
                the amount (whether positive or negative) of the lowest of such Market
                Quotations (for the avoidance of doubt, the lowest of such Market
                Quotations shall be the lowest Market Quotation of
                such Market Quotations
                expressed as a positive number or, if any of such Market Quotations
                is
                expressed as a negative number, the Market Quotation expressed as
                a
                negative number with the largest absolute value);
                or

            


    

    


    
      	 	
              (c)

            	
              If,
                on the Latest Settlement Amount Determination Day, no Market Quotation
                for
                the relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding and no Market
                Quotation from an Approved Replacement has been made and remains
                capable
                of becoming legally binding upon acceptance, the Settlement Amount
                shall
                equal Party B’s Loss (whether positive or negative and without reference
                to any Unpaid Amounts) for the relevant Terminated Transaction or
                group of
                Terminated Transactions.

            


    

    


    
      	 	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Latest Settlement
                Amount Determination Day.

            


    

    


    
      	 	
              (D)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

    


    “(3)
      Second
      Method and Market Quotation.
      If the
      Second Method and Market Quotation apply, (I) Party B shall pay to Party A
      an
      amount equal to the absolute value of the Settlement Amount in respect of the
      Terminated Transactions, (II) Party B shall pay to Party A the Termination
      Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
      A
      shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
      owing to Party B; provided, however, that (x) the amounts payable under the
      immediately preceding clauses (II) and (III) shall be subject to netting in
      accordance with Section 2(c) of this Agreement and (y) notwithstanding any
      other
      provision of this Agreement, any amount payable by Party A under the immediately
      preceding clause (III) shall not be netted-off against any amount payable by
      Party B under the immediately preceding clause (I).”

     

    
      	 	
              (E)

            	
              At
                any time on or before the Latest Settlement Amount Determination
                Day at
                which two or more Market Quotations from Approved Replacements remain
                capable of becoming legally binding upon acceptance, Party B shall
                be
                entitled to accept only the lowest of such Market Quotations (for
                the
                avoidance of doubt, the lowest of such Market Quotations shall be
                the
                lowest Market Quotation of such Market Quotations expressed as a
                positive
                number or, if any of such Market Quotations is expressed as a negative
                number, the Market Quotation expressed as a negative number with
                the
                largest absolute value).

            


    

    


    
      	(ii)  	
              The
                Second Method will apply.

            


    

     

    
      
        	
                (g)

              	
                “Termination
                  Currency”
                  means USD.

              


        	 	 


        	
                (h)

              	Additional Termination Events.
                Additional Termination Events will apply as provided in Part 5(c).
                


      

    

    


    Part
      2.  Tax
      Matters.

     

    
      
        	
                (a)

              	
                Tax
                  Representations.

              


      

       

    

    
      	 	
              (i)

            	
              Payer
                Representations.
                For the purpose of Section 3(e) of this Agreement:
                None.

            


      	 	 	 


      	 	
              (ii)

            	Payee Representations.
              For the purpose of Section 3(f) of this
              Agreement:


    

     

    
      	 	
              (A)

            	
              Party
                A makes the following representation(s): Party A represents that
                it is a
                corporation duly organized and validly existing under the laws of
                the
                State of Delaware. 

            


      	 	 	 


      	 	
              (B)

            	Party B makes the following representation(s): None.


    

     

    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	 	
              (i)

            	
              Gross
                Up.
                Section 2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii)
                shall not apply to Party B as Y, in each case such that Party B shall
                not
                be required to pay any additional amounts referred to
                therein.

            


    

    


    
      	 	
              (ii)

            	
              Indemnifiable
                Tax.
                The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                entirety and replaced with the
                following:

            


    

    


    “Indemnifiable
      Tax”
      means,
      in relation to payments by Party A, any Tax and, in relation to payments by
      Party B, no Tax. 

    


    
      	 	
              (iii)

            	
              Tax
                Representations in Confirmations. For
                purposes of Sections
                2(d)(i)(4)
                and 3(f),
                any payee tax representation specified in a Confirmation under this
                Agreement shall be deemed to be specified in this
                Schedule.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Part
      3.  Agreement
      to Deliver Documents.  

    


    (a) For
      the
      purpose of Section 4(a)(i), tax forms, documents, or certificates to be
      delivered are:


    
      	
               

              Party
                required to deliver document

            	
              Form/Document/Certificate

            	
              Date
                by which to be delivered

            
	
               

              Party
                A and Party B

               

            	
               

              Forms
                and/or documents described in Section
                4(a)(iii)
                of
                the Agreement.

               

            	
               

              Upon
                reasonable demand by the other party.

               

            


    

     

    (b) For
      the
      purpose of Section 4(a)(ii), other documents to be delivered are:

    
      	
               

              Party
                required to deliver document

            	
              Form/Document/Certificate

            	
              Date
                by which to be delivered

            	
               

              Covered
                by Section 3(d) Representation

            
	
               

              Party
                A and

              Party
                B

               

            	
               

              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, this Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, this Confirmation and any Credit Support Document,
                as
                the case may be.

            	
               

              Upon
                the execution and delivery of this Agreement.

               

            	
               

              Yes

               

            
	
               

              Party
                A and

              Party
                B

               

            	
               

              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, this Confirmation, and any relevant Credit Support Document,
                as
                the case may be.

            	
               

              Upon
                the execution and delivery of this Agreement.

               

            	
               

              Yes

               

            
	
               

              Party
                A

               

            	
               

              Annual
                Report of Party A’s Credit Support Provider containing consolidated
                financial statements certified by independent certified public accountants
                and prepared in accordance with generally accepted accounting principles
                in the country in which Party A’s Credit Support Provider is
                organized.

            	
               

              Promptly
                upon becoming publicly available.

               

            	
               

              Yes

               

            
	
               

              Party
                A

               

            	
               

              Quarterly
                Financial Statements of Party A’s Credit Support Provider containing
                unaudited, consolidated financial statements of Party A’s fiscal quarter
                prepared in accordance with generally accepted accounting principles
                in
                the country in which Party A’s Credit Support Provider is
                organized.

            	
               

              Promptly
                upon becoming publicly available.

               

            	
               

              Yes

               

            
	
               

              Party
                A

               

            	
               

              An
                opinion of counsel to Party A and Party A’s Credit Support Provider
                substantially in the form of Exhibit B to this Schedule.

            	
               

              Upon
                the execution and delivery of this Agreement.

               

            	
               

              No

               

            
	
               

              Party
                B

               

            	
               

              Opinion(s)
                of counsel to Party B related to the Pooling and Servicing Agreement
                and
                other deal documents in the form reasonably acceptable to Party
                A.

            	
               

              Upon
                the execution and delivery of this Agreement.

               

            	
               

              No

               

            
	
               

              Party
                A

               

            	
               

              A
                guarantee of Lehman Brothers Holding Inc. substantially in the form
                of
                Exhibit A to this Schedule.

            	
               

              Upon
                the execution and delivery of this Agreement.

               

            	
               

              No

               

            
	
               

              Party
                B

            	
               

              Monthly
                Report.

            	
               

              At
                such time as each Monthly Report is delivered to Party B.

            	
               

              No

            
	
               

              Party
                B

               

            	
               

              Copy
                of any notice delivered to or by Party B under the Pooling and Servicing
                Agreement.

            	
               

              Promptly
                upon availability.

               

            	
               

              No

               

            
	
               

              Party
                B

            	
               

              Pooling
                and Servicing Agreement/Indenture.

            	
               

              Promptly
                upon execution in final form.

            	
               

              No

            


    

     

     

    Part
      4. Miscellaneous. 

    


    
      	
              (a)

            	
              Address
                for Notices:
                For the purposes of Section 12(a) of this
                Agreement:

            


    

    


    Address
      for notices or communications to Party A:

    
       

      
        	 	
                Address:

              	
                Lehman
                  Brothers Special Financing Inc. 
                  c/o
                    Lehman Brothers Inc. 

                  Corporate
                    Advisory Division

                  Transaction
                    Management Group

                  
                    745
                      Seventh Avenue

                    New
                      York, New York 10019

                  

                

              


      

      
        	 	 	 


      

      
        	 	
                Attention:
                  

              	
                Documentation
                  Manager

              


      

      
        	 	
                Telephone:
                  

              	
                (212)
                  526-7187

              


      

      
        	 	
                Facsimile
                  No.: 

              	
                (212)
                  526-7672

              


      

    

     

    (For
      all
      purposes)

    


    Address
      for notices or communications to Party B:

     

    
      
        	 	
                Address:

              	
                HSBC
                  Bank USA, NA 
                  10
                    E 40th St Floor # 14 

                  New
                    York, NY 10016

                   

                

              


      

      
      

    

    With
      a
      copy to:

    


    
      	 	
              Address:

            	
              Wells
                Fargo Bank, N.A.

            


    

    
      	 	 	
              P.O.
                Box 98

            


    

    
      	 	 	
              Columbia,
                MD 21046

            


    

    
      	 	
              Attention:
                

            	
              NHEL
                2007-3 Client Manager

            


    

    
      	 	
              Telephone:
                

            	
              (410)
                884-2000

            


    

    
      	 	
              Facsimile
                No.: 

            	
              (410)
                715-2380

            


    

    


    (For
      all
      purposes)

     

    
      
        	
                (b)

              	
                Process
                  Agent.
                  For the purpose of Section
                  13(c):

              


      

    

     

    Party
      A
      appoints as its Process Agent: Not applicable.

    


    Party
      B
      appoints as its Process Agent: Not applicable.

    


    
      	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will apply to this
                Agreement.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.
                For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A
      is not a Multibranch Party.

    


    
      	 	
              Party
                B is not a Multibranch Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.
                The Calculation Agent is Party A; provided, however, that if an Event
                of
                Default shall have occurred and is continuing with respect to Party
                A,
                Party B shall have the right to appoint a financial institution which
                shall qualify as Reference Market-maker to act as Calculation Agent
                until
                the discontinuance of the Event of Default with respect to Party
                A or the
                designation of an Early Termination Date under Section 6(c)(ii),
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A.

            


      	 	 


      	
              (f)

            	Credit Support
              Document.


    

     

    
      	 	
              Party
                A:

            	
              The
                Credit Support Annex which supplements, forms part of, and is subject
                to
                this Agreement, and any guarantee in support of Party A’s obligations
                under this Agreement.

            


      	 	 	 


      	 	
              Party
                B:

            	The Credit Support Annex, solely in respect of Party
              B’s
              obligations under Paragraph 3(b) of the Credit Support
              Annex.


    

     

    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    
      
        	 	
                Party
                  A:

              	
                The
                  guarantor under any guarantee in support of Party A’s obligations under
                  this Agreement.

              


        	 	 	 


        	 	
                Party
                  B:

              	None.


      

    

    


    
      	
              (h)

            	
              Governing
                Law.
                The parties to this Agreement hereby agree that the law of the State
                of
                New York shall govern their rights and duties in whole, without regard
                to
                the conflict of law provisions thereof other than New York General
                Obligations Law Sections 5-1401 and 5-1402.


            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.
                The parties agree that subparagraph (ii) of Section 2(c) will apply
                to
                each Transaction hereunder. 

            


    

    


    
      	
              (j)

            	
              Affiliate.“Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section 6(b)(ii); and provided
                further,
                that (except for the purpose of Part 1(c)(vii)) with respect to Party
                A,
                such definition shall be understood to exclude Lehman Brothers Derivative
                Products Inc. and Lehman Brothers Financial Products Inc.

               

            


    

    Part
      5.  Others
      Provisions.

    


    
      	
              (a)

            	
              Definitions.
                Unless
                otherwise specified in a Confirmation, this Agreement and each Transaction
                under this Agreement are subject to the 2000 ISDA Definitions as
                published
                and copyrighted in 2000 by the International Swaps and Derivatives
                Association, Inc. (the “Definitions”),
                and will be governed in all relevant respects by the provisions set
                forth
                in the Definitions, without regard to any amendment to the Definitions
                subsequent to the date hereof. The provisions of the Definitions
                are
                hereby incorporated by reference in and shall be deemed a part of
                this
                Agreement, except that (i) references in the Definitions to a “Swap
                Transaction” shall be deemed references to a “Transaction” for purposes of
                this Agreement, and (ii) references to a “Transaction” in this Agreement
                shall be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing Agreement.
                

            


    

     

    In
      the
      event of any inconsistency among any of the following documents, the relevant
      document first listed shall govern: (i) the Confirmation, (ii) the Credit
      Support Annex; (iii) the Schedule, (iv) the Definitions and (v) the ISDA Master
      Agreement.

    


    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the provisions herein deemed
      incorporated in a Schedule to the ISDA Master Agreement; each reference herein
      to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
      Support Annex.

     

    
      
        	
                (b)

              	
                Amendments
                  to ISDA Master
                  Agreement.

              


      

    

    


    
      	 	
              (i)

            	
              Single
                Agreement.
                Section 1(c) is hereby amended by the adding the words “including, for the
                avoidance of doubt, the Credit Support Annex” after the words “Master
                Agreement”. 

            


    

     

    
      	 	
              (ii)

            	
              Representations.
                Section 3 is hereby amended by adding at the end thereof the following
                subsection (g): 

            


    

    


    
      	 	
              “(g)

            	
              Relationship
                Between Parties. 

            


    

    


    
      	 	
              (1)

            	
              Nonreliance.
                In connection with the negotiation of, the entering into, and the
                execution of, this Agreement, any Credit Support Document to which
                it is a
                party, and each Transaction hereunder, each party acknowledges and
                agrees
                that: (i) It is not relying on any statement or representation of
                the
                other party regarding this Agreement, any Credit Support Document
                to which
                it is a party and each Transaction hereunder (whether written or
                oral),
                other than the representations expressly made in this Agreement,
                such
                Credit Support Document or the Confirmation in respect of that
                Transaction, it being understood that information and explanations
                related
                to the terms and conditions of a Transaction shall not be considered
                investment advice or a recommendation to enter into that Transaction;
                (ii)
                it has not received from the other party any assurance or guarantee
                as to
                the expected results of any Transaction; and (iii) it has consulted
                with
                its own legal, regulatory, tax, business, investment, financial and
                accounting advisors to the extent it has deemed necessary, and it
                has made
                its own investment, hedging and trading decisions based upon its
                own
                judgment and upon any advice from such advisors as it has deemed
                necessary
                and not upon any view expressed by the other
                party.

            


    

     

    
      	 	
              (2)

            	
              Evaluation
                and Understanding. (i) It has the capacity to evaluate (internally
                or
                through independent professional advice) the Transaction and has
                made its
                own decision to enter into the Transaction and (ii) It understands
                the
                terms, conditions and risks of the Transaction and is willing and
                able to
                accept those terms and conditions and to assume those risks, financially
                and otherwise. 

            


    

    


    
      	 	
              (3)

            	
              Purpose.
                It is entering into the Transaction for the purposes of managing
                its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of business.


            


    

    


    
      	 	
              (4)

            	
              Status
                of Parties. The other party is not acting as an agent, fiduciary
                or
                advisor for it in respect of the Transaction.


            


      	 	 	 


      	 	
              (5)

            	
              Eligible
                Contract Participant. It is an “eligible swap participant” as such term is
                defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                promulgated under, and an “eligible contract participant” as defined in
                Section 1(a)(12) of the Commodity Exchange Act, as
                amended.

            


    

     

    
      	 	
              (iii)

            	
              Transfer
                to Avoid Termination Event.
                Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and (ii) by deleting the words “to transfer” and inserting the words “to
                effect a Permitted Transfer” in lieu
                thereof.

            


    

    


    
      	 	
              (iv)

            	
              Jurisdiction.
                Section
                13(b) is hereby amended by: (i) deleting in the second line of
                subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                deleting the final paragraph
                thereof.

            


    

    


    
      	 	
              (v)

            	
              Local
                Business Day.
                The definition of Local Business Day in Section 14 is hereby amended
                by
                the addition of the words “or any Credit Support Document” after “Section
                2(a)(i)” and the addition of the words “or Credit Support Document” after
                “Confirmation”. 

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.
                The following Additional Termination Events will
                apply:

            


    

     

    
      	 	
              (i)

            	
              First
                Rating Trigger Collateral.
                If
                (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                Party
                A has failed to comply with or perform any obligation to be complied
                with
                or performed by Party A in accordance with the Credit Support Annex,
                then
                an Additional Termination Event shall have occurred with respect
                to Party
                A and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event. 

            


      	 	 	 


      	 	
              (ii)

            	
              Second
                Rating Trigger Replacement.
                If
                (A) a Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and (B) (i) at least one Eligible
                Replacement has made a Firm Offer to be the transferee of all of
                Party A’s
                rights and obligations under this Agreement (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Replacement
                upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                has made
                a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Guarantor
                immediately upon acceptance by the offeree), then an Additional
                Termination Event shall have occurred with respect to Party A and
                Party A
                shall be the sole Affected Party with respect to such Additional
                Termination Event. 

            


      	 	 	 


      	 	
              (iii)

            	
              Amendment
                of Pooling and Servicing Agreement. Solely
                with respect to the Transaction with Reference Number 3024113,
                if, without the prior written consent of Party A , where such consent
                is
                required under the Pooling and Servicing Agreement (such consent
                not to be
                unreasonably withheld), an amendment is made to the Pooling and Servicing
                Agreement which amendment could reasonably be expected to have a
                material
                adverse effect on the interests of Party A, (excluding, for the avoidance
                of doubt, any amendment to the Pooling and Servicing Agreement that
                is
                entered into solely for the purpose of appointing a successor servicer,
                master servicer, securities administrator, trustee or other service
                provider) under this Agreement, an Additional Termination Event shall
                have
                occurred with respect to Party B and Party B shall be the sole Affected
                Party with respect to such Additional Termination
                Event.

            


    

    


    
      	 	
              (iv)

            	
              Inability
                to pay Class A Certificates.
                Solely with respect to the Transaction with Reference Number 3024113,
                if
                the Trustee fails or admits in writing its inability to pay (a) on
                any
                Distribution Date, any related Current Interest with respect to its
                Class
                A Certificates or (b) on the Distribution Date immediately following
                the
                maturity date of the Mortgage Loan with the latest maturity date,
                the
                ultimate payment of principal with respect to its Class A Certificates,
                in
                either case to the extent required pursuant to the terms of the Pooling
                and Servicing Agreement to be paid to the Class A Certificates, then
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                with Party B as the sole Affected Party with respect to such Additional
                Termination Event.

            


      	 	 	 


      	 	
              (v)

            	
              Optional
                Termination of Securitization.
                Solely with respect to the Transaction with Reference Number 3024113,
                an
                Additional Termination Event shall occur upon the notice to
                Certificateholders of an Optional Termination becoming unrescindable
                in
                accordance with Article X of the Pooling and Servicing Agreement
                (such
                notice, the “Optional
                Termination Notice”).
                With respect to such Additional Termination Event: (A) Party B shall
                be
                the sole Affected Party; (B)
                notwithstanding anything to the contrary in Section 6(b)(iv) or Section
                6(c)(i), the final Distribution Date specified in the Optional Termination
                Notice is hereby designated as the Early Termination Date for this
                Additional Termination Event in respect of all Affected Transactions;
                (C)
                Section 2(a)(iii)(2) shall not be applicable to any Affected
                Transaction in
                connection with the Early Termination Date resulting from this Additional
                Termination Event; notwithstanding anything to the contrary in Section
                6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                2(e) in
                respect of the Terminated Transactions resulting from this Additional
                Termination Event will be required to be made through and including
                the
                Early Termination Date designated
                as a result of this Additional Termination Event; provided, for the
                avoidance of doubt, that any such payments or deliveries that are
                made on
                or prior to such Early Termination Date will not be treated as Unpaid
                Amounts in determining the amount payable in respect of such Early
                Termination Date; (D) notwithstanding anything to the contrary in
                Section
                6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                day that
                is four Business Days prior to the final Distribution Date specified
                in
                the Optional Termination Notice, the Securities Administrator requests
                the
                amount of the Estimated Swap Termination Payment, Party A shall provide
                to
                the Securities Administrator in writing (which may be done in electronic
                format) the amount of the Estimated Swap Termination Payment no later
                than
                2:00 pm New York City time on the following Business Day and (II)
                if the
                Securities Administrator provides written notice (which may be done
                in
                electronic format) to Party A no later than two Business Days prior
                to the
                final Distribution Date specified in the Optional Termination Notice
                that
                all requirements of the Optional Termination have been met, then
                Party A
                shall, no later than one Business Day prior to the final Distribution
                Date
                specified in the Optional Termination Notice, make the calculations
                contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                herein) and provide to the Securities Administrator in writing (which
                may
                be done in electronic format) the amount payable by either Party
                B or
                Party A in respect of the related Early Termination Date in
                connection with this Additional Termination Event; provided, however,
                that
                the amount payable by Party B, if any, in respect of the related
                Early
                Termination Date shall be the lesser of (x) the amount calculated
                to be
                due from Party B pursuant to Section 6(e) and (y) the Estimated Swap
                Termination Payment; and (E) notwithstanding anything to the contrary
                in
                this Agreement, any amount due from Party B to Party A in respect
                of this
                Additional Termination Event will be payable on the final Distribution
                Date specified in the Optional Termination Notice and any amount
                due from
                Party A to Party B in respect of this Additional Termination Event
                will be
                payable one Business Day prior to the final Distribution Date specified
                in
                the Optional Termination Notice; and (F) for purposes of determining
                the
                payment under Section 6(e) of this Agreement, for all Calculation
                Periods
                beginning on or after the Early Termination Date, the definition
                of
                Notional Amount in the Confirmation shall be deleted in its entirety
                and
                replaced with the following: “With respect to each Calculation Period, the
                Notional Amount for such Calculation Period as set forth in the Schedule
                of Notional Amounts attached to the Confirmation multiplied by the
                quotient of (A) the actual Notional Amount for the Calculation Period
                immediately prior to the Early Termination Date divided by (B) the
                Notional Amount for the Calculation Period immediately prior to the
                Early
                Termination Date as set forth in the Schedule of Notional Amounts
                attached
                to the Confirmation with respect to the Transaction with Reference
                Number
                3024113.

            


    

     

    The
      Securities Administrator shall be an express third party beneficiary of this
      Agreement as if a party hereto to the extent of the Securities Administrator’s
      rights specified herein. 

    


    
      	 	
              (vi)

            	
              Optional
                Termination of Securitization.
                Solely with respect to the Transaction with Reference Number 3024003,
                an
                Additional Termination Event shall occur upon the notice to
                Certificateholders of an Optional Termination becoming unrescindable
                in
                accordance with Article X of the Pooling and Servicing Agreement;
                provided
                however, that notwithstanding anything to the contrary in Section
                6(b)(iv), Party B shall be the sole Affected Party and only Party
                B may
                designate an Early Termination Date in respect of this Additional
                Termination Event.

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.
                In
                the event that no Relevant Entity has credit ratings at least equal
                to the
                Required Ratings Threshold, then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, using commercially reasonable efforts,
                procure
                either (A) a Permitted Transfer or (B) an Eligible Guarantee.
                

            


    

    


    
      	
              (e)
                

            	
              Item
                1115 Agreement.
                Party A and Party B hereby agree that the terms of the Item 1115
                Agreement, dated as of April 30, 2007 (the “Item
                1115 Agreement”),
                among Nomura Credit & Capital, Inc., Nomura Home Equity Loan, Inc. and
                Lehman Brothers Special Financing shall be incorporated by reference
                into
                this Agreement and Party B shall be an express third party beneficiary
                of
                the Item 1115 Agreement. A copy of the Item 1115 Agreement is annexed
                hereto at Exhibit E. 

            


    

    


    
      	
              (f)

            	
              Transfers. 

            


    

     

    
      	 	
              (i)

            	Section 7 is hereby amended to read in its entirety
              as
              follows:


      	 	 	 


      	 	 	
              “Except with respect to any Permitted
                Transfer pursuant to Section 6(b)(ii), Part 5(d), the Item 1115 Agreement,
                or the succeeding sentence, neither Party A nor Party B is permitted
                to
                assign, novate or transfer (whether by way of security or otherwise)
                as a
                whole or in part any of its rights, obligations or interests under
                the
                Agreement or any Transaction unless (a) the prior written consent
                of the
                other party is obtained, and (b) the Rating Agency Condition has
                been
                satisfied with respect to S&P and DBRS. At any time at which no
                Relevant Entity has credit ratings at least equal to the Approved
                Ratings
                Threshold, Party A may make a Permitted Transfer.”
                

            


      	 	 	 


      	 	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such transfer.
                

            


    

     

    
      	
              (g)

            	
              Non-Recourse.
                Party A acknowledges and agrees that, notwithstanding any provision
                in
                this Agreement to the contrary, the obligations of Party B hereunder
                are
                limited recourse obligations of Party B, payable solely from the
                Supplemental Interest Trust and the proceeds thereof, in accordance
                with
                the priority of payments and other terms of the Pooling and Servicing
                Agreement and that Party A will not have any recourse to any of the
                directors, officers, employees, agents, shareholders or affiliates
                of the
                Party B with respect to any claims, losses, damages, liabilities,
                indemnities or other obligations in connection with any transactions
                contemplated hereby. In the event that the Supplemental Interest
                Trust and
                the proceeds thereof, should be insufficient to satisfy all claims
                outstanding and following the realization of the account held by
                the
                Supplemental Interest Trust and the proceeds thereof, any claims
                against
                or obligations of Party B under the ISDA Master Agreement or any
                other
                confirmation thereunder still outstanding shall be extinguished and
                thereafter not revive. The Supplemental Interest Trust Trustee shall
                not
                have liability for any failure or delay in making a payment hereunder
                to
                Party A due to any failure or delay in receiving amounts in the account
                held by the Supplemental Interest Trust from the Trust created pursuant
                to
                the Pooling and Servicing Agreement. Nothing in this Part 5(g) shall
                preclude Party A from declaring an Event of Default or Termination
                Event
                as set forth in this Agreement.

            


    

    


    
      	
              (h)

            	
              Timing
                of Payments
                by Party B upon Early Termination.
                Notwithstanding anything to the contrary in Section 6(d)(ii), to
                the
                extent that all or a portion (in either case, the “Unfunded Amount”) of
                any amount that is calculated as being due in respect of any Early
                Termination Date under Section 6(e) from Party B to Party A will
                be paid
                by Party B from amounts other than any upfront payment paid to Party
                B by
                an Eligible Replacement that has entered a Replacement Transaction
                with
                Party B, then such Unfunded Amount shall be due on the next subsequent
                Distribution Date following the date on which the payment would have
                been
                payable as determined in accordance with Section 6(d)(ii), and on
                any
                subsequent Distribution Dates until paid in full (or if such Early
                Termination Date is the final Distribution Date, on such final
                Distribution Date); provided, however, that if the date on which
                the
                payment would have been payable as determined in accordance with
                Section
                6(d)(ii) is a Distribution Date, such payment will be payable on
                such
                Distribution Date.

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications. Notwithstanding
                any other provision of this Agreement, no Early Termination Date
                shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Swap Rating Agency has been given prior written notice of such
                designation or transfer. 

            


    

    


    
      	
              (j)

            	
              No
                Set-off.
                Except as expressly provided for in Section 2(c), Section 6 or Part
                1(f)(i)(D) hereof and notwithstanding any other provision of this
                Agreement of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements. Section 6(e) shall be amended by deleting the following
                sentence: “The amount, if any, payable in respect of an Early Termination
                Date and determined pursuant to this Section will be subject to any
                Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.
                Notwithstanding any provision to the contrary in this Agreement,
                no
                amendment of either this Agreement or any Transaction under this
                Agreement
                shall be permitted by either party unless each of the Swap Rating
                Agencies
                has been provided prior written notice of the same and such amendment
                satisfies the Rating Agency Condition with respect to S&P and DBRS.
                

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.
                Each Party agrees, upon learning of the occurrence or existence of
                any
                event or condition that constitutes (or that with the giving of notice
                or
                passage of time or both would constitute) an Event of Default or
                Termination Event with respect to such party, promptly to give the
                other
                Party and to each Swap Rating Agency notice of such event or condition;
                provided that failure to provide notice of such event or condition
                pursuant to this Part 5(l) shall not constitute an Event of Default
                or a
                Termination Event.

            


    

     

    
      	
              (m)

            	
              Proceedings.
                No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against Party B, the Supplemental Interest Trust, or the
                trust
                formed pursuant to the Pooling and Servicing Agreement, in any bankruptcy,
                reorganization, arrangement, insolvency or liquidation proceedings
                or
                other proceedings under any federal or state bankruptcy or similar
                law for
                a period of one year (or, if longer, the applicable preference period)
                and
                one day following payment in full of the Certificates and any Notes;
                provided,
                that this provision shall not restrict or prohibit Party A from joining
                any other person, including, without limitation, the Trustee, in
                any
                bankruptcy, reorganization, arrangement, insolvency, moratorium or
                liquidation proceedings already commenced or other analogous proceedings
                already commenced under applicable law. This provision will survive
                the
                termination of this Agreement.

            


      	 	 


      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.
                It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by HSBC Bank USA, National Association (“HSBC”) not
                in its individual capacity, but solely as Supplemental Interest Trust
                Trustee under the Pooling and Servicing Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                HSBC has
                been directed pursuant to the Pooling and Servicing Agreement to
                enter
                into this Agreement and to perform its obligations hereunder; (c)
                each of
                the representations, undertakings and agreements herein made on behalf
                of
                the Supplemental Interest Trust is made and intended not as personal
                representations of the Supplemental Interest Trust Trustee but is
                made and
                intended for the purpose of binding only the Supplemental Interest
                Trust;
                and (d) under no circumstances shall HSBC
                in its individual capacity be personally liable for any payments
                hereunder
                or for the breach or failure of any obligation, representation, warranty
                or covenant made or undertaken under this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.
                If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable. 

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition. 

    


    
      	
              (p)

            	
              Agent
                for Party B. Party
                A acknowledges that the Depositor has appointed the Supplemental
                Interest
                Trust Trustee and the Securities Administrator as its agents under
                the
                Pooling and Servicing Agreement to carry out certain functions on
                behalf
                of Party B, and that the Supplemental Interest Trust Trustee and
                the
                Securities Administrator shall be entitled to give notices and to
                perform
                and satisfy the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              Escrow Payments.
                If
                (whether by reason of the time difference between the cities in which
                payments are to be made or otherwise) it is not possible for simultaneous
                payments to be made on any date on which both parties are required
                to make
                payments hereunder, either Party may at its option and in its sole
                discretion notify the other Party that payments on that date are
                to be
                made in escrow. In this case deposit of the payment due earlier on
                that
                date shall be made by 2:00 pm (local time at the place for the earlier
                payment) on that date with an escrow agent selected by the notifying
                party, accompanied by irrevocable payment instructions (i) to release
                the
                deposited payment to the intended recipient upon receipt by the escrow
                agent of the required deposit of any corresponding payment payable
                by the
                other party on the same date accompanied by irrevocable payment
                instructions to the same effect or (ii) if the required deposit of
                the
                corresponding payment is not made on that same date, to return the
                payment
                deposited to the party that paid it into escrow. The party that elects
                to
                have payments made in escrow shall pay all costs of the escrow
                arrangements.

            


      	 	 


      	
              (r)

            	
              Consent
                to Recording.
                Each party hereto consents to the monitoring or recording, at any
                time and
                from time to time, by the other party of any and all communications
                between trading, marketing, and operations personnel of the parties
                and
                their Affiliates, waives any further notice of such monitoring or
                recording. Promptly
                upon the request by a party, the other party will provide a copy
                of such
                recording to the party making the request.

            


    

    


    
      	
              (s)

            	
              Waiver
                of Jury Trial.
                Each party waives any right it may have to a trial by jury in respect
                of
                any suit, action or proceeding relating to this Agreement, any Transaction
                or any Credit Support Document and acknowledges that this waiver
                is a
                material inducement to the other party’s entering into this agreement and
                each transaction hereunder. 

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement. Party
                A and Party B hereby agree that the text of the body of the ISDA
                Master
                Agreement is intended to be the printed form of the ISDA Master Agreement
                (Multicurrency -
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

    


    
      	
              (u)

            	
              Additional
                representations. 

            


    

     

    
      	 	
              (i) Party
                A represents to Party B on the date on which Party A enters into
                each
                Transaction and this Agreement that it is entering into the Agreement
                and
                such Transaction as principal and not as agent of any person.
                

            


    

     

    (ii)The
      Supplemental Interest Trust Trustee represents to Party A on the date on which
      the Supplemental Interest Trust Trustee executes this Agreement that it is
      executing the Agreement in its capacity as Supplemental Interest Trust
      Trustee.

     

    
      	
              (v)

            	
              Acknowledgements.

            


    

    


    
      	 	
              (i)

            	
              Substantial
                financial transactions.
                Each party hereto is hereby advised and acknowledges as of the date
                hereof
                that the other party has engaged in (or refrained from engaging in)
                substantial financial transactions and has taken (or refrained from
                taking) other material actions in reliance upon the entry by the
                parties
                into the Transaction being entered into on the terms and conditions
                set
                forth herein and in the Pooling and Servicing Agreement relating
                to such
                Transaction, as applicable. This paragraph shall be deemed repeated
                on the
                trade date of each Transaction.

            


    

     

    
      	 	
              (ii)

            	
              Bankruptcy
                Code.
                Subject to Part 5(m), without limiting the applicability if any,
                of any
                other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                Code”) (including without limitation Sections 362, 546, 556, and 560
                thereof and the applicable definitions in Section 101 thereof), the
                parties acknowledge and agree that all Transactions entered into
                hereunder
                will constitute “forward contracts” or “swap agreements” as defined in
                Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                Section 761 of the Bankruptcy Code, that the rights of the parties
                under
                Section 6 of this Agreement will constitute contractual rights to
                liquidate Transactions, that any margin or collateral provided under
                any
                margin, collateral, security, pledge, or similar agreement related
                hereto
                will constitute a “margin payment” as defined in Section 101 of the
                Bankruptcy Code, and that the parties are entities entitled to the
                rights
                under, and protections afforded by, Sections 362, 546, 556, and 560
                of the
                Bankruptcy Code.

            


    

     

    
      	
              (w)

            	
              Limitation
                on Events of Default. Notwithstanding
                the provisions of Sections 5 and 6, with respect to any Transaction,
                if at
                any time and so long as Party B has satisfied in full all its payment
                obligations under Section 2(a)(i) in respect of the Transaction with
                the
                reference number 3024003 (the “Cap Transaction”) and has at the time no
                future payment obligations, whether absolute or contingent, under
                such
                Section in respect of such Cap Transaction, then unless Party A is
                required pursuant to appropriate proceedings to return to Party B
                or
                otherwise returns to Party B upon demand of Party B any portion of
                any
                such payment in respect of such Cap Transaction, (a) the occurrence
                of an
                event described in Section 5(a) with respect to Party B shall not
                constitute an Event of Default or Potential Event of Default with
                respect
                to Party B as Defaulting Party in respect of such Cap Transaction
                and (b)
                Party A shall be entitled to designate an Early Termination Date
                pursuant
                to Section 6 in respect of such Cap Transaction only as a result
                of the
                occurrence of a Termination Event set forth in either Section 5(b)(i)
                or
                5(b)(ii) with respect to Party A as the Affected Party, or Section
                5(b)(iii) with respect to Party A as the Burdened Party. For purposes
                of
                the Cap Transactions, Party A acknowledges and agrees that Party
                B’s only
                payment obligation under Section 2(a)(i) in respect of such Cap
                Transaction is to pay the related Fixed Amount on the related Fixed
                Amount
                Payer Payment Date.

            


    

     

    
      	
              (x)

            	[Reserved]


      	 	 


      	
              (y)

            	
              No
                Violation or Conflict Representation. Section
                3(a)(iii)
                is
                hereby amended by inserting in the second line thereof after the
                words
                “constitutional documents” and before the words “, any order or judgment”
                the phrase “(including, but not limited to, the Pooling and Servicing
                Agreement as amended,).”; provided,
                such amendment shall be applicable only with respect to the
                Representations of Party B.

            


    

    


    
      	
              (z)

            	
              Accuracy
                of Specified Information. Section
                3(d)
                is
                hereby amended by inserting in the third line thereof after the words
“in
                every material respect” and before the period the phrase “or, in the case
                of audited or unaudited financial statements, a fair presentation,
                in all
                material respects, of the financial condition of the relevant
                person.”

            


    

    


    
      	
              (aa)

            	
              Third-Party
                Beneficiary.
                Party B consents to Party A that Party A shall be an express third-party
                beneficiary of the Pooling and Servicing
                Agreement.

            


    

    


    
      	
              (bb)

            	
              Notices.
                For the purposes of subsections (iii)
                and (v)
                of Section
                12(a),
                the date of receipt shall be presumed to be the date sent if sent
                on a
                Local Business Day or, if not sent on a Local Business Day, the date
                of
                receipt shall be presumed to be the first Local Business Day following
                the
                date sent.

            


    

    


    
      	
              (cc)

            	
              Service
                of Process.
                The third sentence of Section
                13(c)
                shall be amended by adding the following language at the end thereof:
                "if
                permitted in the jurisdiction where the proceedings are initiated
                and in
                the jurisdiction where service is to be
                made."

            


      	 	 


      	
              (dd)

            	Additional
              Definitions.


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise: 

     

    “Approved
      Ratings Threshold”
      means
      each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
      Ratings Threshold, and the DBRS Approved Ratings Threshold.

    


    “Approved
      Replacement” means,
      with respect to a Market Quotation, an entity making such Market Quotation,
      which entity would satisfy conditions (a), (b), (c) and (d) of the definition
      of
      Permitted Transfer (as determined by Party B in its sole discretion, acting
      in a
      commercially reasonable manner) if such entity were a Transferee, as defined
      in
      the definition of Permitted Transfer.

    


    “DBRS”
      means
      Dominion Bond Rating Service, or any successor thereto. 

    


    “DBRS
      Approved Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, a long-term unsecured and unsubordinated debt rating
      from
      DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
      DBRS of “R-1(middle)”.

    


    “DBRS
      Required Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, a
      long-term unsecured and unsubordinated debt rating from DBRS of
“BBB”.

    


    “Derivative
      Provider Trigger Event”
      means
      (i) an Event of Default with respect to which Party A is a Defaulting Party,
      (ii) a Termination Event with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

    


    “Eligible
      Guarantee”
      means an
      unconditional and irrevocable guarantee of all present and future obligations
      of
      Party A (or an Eligible Replacement) to Party B under this Agreement that (a)
      is
      in a form identical to the attached hereto as Exhibit A, or (b) is provided
      by
      an Eligible Guarantor as principal debtor rather than surety and that is
      directly enforceable by Party B, the form and substance of which guarantee
      is
identical
      to that attached hereto as Exhibit A (except for the name, address and the
      jurisdiction of the guarantor) or that otherwise satisfies
      the Rating Agency Condition with respect to S&P and DBRS, and either (A) a
      law firm has given a legal opinion confirming that none of the guarantor’s
      payments to Party B under such guarantee will be subject to Tax
      collected by withholding or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to Tax collected by withholding, such guarantor is
      required to pay such additional amount as is necessary to ensure that the net
      amount actually received by Party B (free and clear of any Tax collected by
      withholding) will equal the full amount Party B would have received had no
      such
      withholding been required.

    


    “Eligible
      Guarantor” means
      an
      entity that (A) has credit ratings from S&P and DBRS at least equal to the
      the S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold]
      and (B) has credit ratings from Moody’s at least equal to the Moody’s Second
      Trigger Ratings Threshold, including without limitation, Holdings for so long
      as
      Holdings has such credit ratings. 

    


    “Eligible
      Replacement”
      means an
      entity (A) (i) (a) that has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold and from DBRS at least equal to the DBRS
      Approved Ratings Threshold, and (b) has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold, , or (ii) the present and
      future obligations (for the avoidance of doubt, not limited to payment
      obligations) of which entity to Party B under this Agreement are guaranteed
      pursuant to an Eligible Guarantee and (B) that has executed an Item 1115
      Agreement with Depositor.

    


    “Estimated
      Swap Termination Payment”
      means,
      with respect to an Early Termination Date, an amount determined by Party A
      in
      good faith and in a commercially reasonable manner as the maximum payment that
      could be owed by Party B to Party A in respect of such Early Termination Date
      pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
      then
      current market conditions. 

    


    “Firm
      Offer”
      means
      (A) with respect to an Eligible Replacement, a quotation from such Eligible
      Replacement (i) in an amount equal to the actual amount payable by or to Party
      B
      in consideration of an agreement between Party B and such Eligible Replacement
      to replace Party A as the counterparty to this Agreement by way of novation
      or,
      if such novation is not possible, an agreement between Party B and such Eligible
      Replacement to enter into a Replacement Transaction (assuming that all
      Transactions hereunder become Terminated Transactions), and (ii) that
      constitutes an offer by such Eligible Replacement to replace Party A as the
      counterparty to this Agreement or enter a Replacement Transaction that will
      become legally binding upon such Eligible Replacement upon acceptance by Party
      B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
      Guarantor to provide an Eligible Guarantee that will become legally binding
      upon
      such Eligible Guarantor upon acceptance by the offeree.

    


    “Moody’s”
      means
      Moody’s Investors Service, Inc., or any successor thereto. 

    


    “Moody’s
      First Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      First Trigger Ratings Threshold.

    


    “Moody’s
      First Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating or counterparty rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

    


    “Moody’s
      Second Trigger Ratings Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      Second Trigger Ratings Threshold. 

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means
      a
      transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d), the
      Item 1115 Agreement, or the second sentence of Section 7 (as amended herein)
      to
      a transferee (the “Transferee”)
      of all,
      but not less than all, of Party A’s rights, liabilities, duties and obligations
      under this Agreement, with
      respect to which transfer each of the following conditions is
      satisfied:
      (a) the
      Transferee is an Eligible Replacement; (b) Party A and the Transferee are both
      “dealers in notional principal contracts” within the meaning of Treasury
      regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
      would not be required to withhold or deduct on account of Tax from any payments
      under this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (d) an Event of Default or Termination Event would not occur as
      a
      result of such transfer; (e) pursuant to a written instrument (the “Transfer
      Agreement”),
      the
      Transferee acquires and assumes all rights and obligations of Party A under
      the
      Agreement and the relevant Transaction; (f) Party B shall have determined in
      its
      sole discretion, such Transfer Agreement relates to all, but not less than
      all,
      of Party A’s rights and obligations under the Agreement and all relevant
      Transactions; (g) Party A will be responsible for any costs or expenses incurred
      in connection with such transfer (including any replacement cost of entering
      into a replacement transaction); (h) each Swap Rating Agency has been given
      prior written notice of such transfer and such transfer is in connection with
      the assignment and assumption of this Agreement without modification of its
      terms, other than party names, dates relevant to the effective date of such
      transfer, tax representations (provided that the representations in Part 2(a)(i)
      are not modified) and any other representations regarding the status of the
      substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
      or Part 5(v)(ii), notice information and account details, and (i) such transfer
      otherwise complies with the terms of the Pooling and Servicing
      Agreement.

     

    “Rating
      Agency Condition”
      means,
      with respect to any particular proposed act or omission to act hereunder and
      each Swap Rating Agency specified in connection with such proposed act or
      omission, that the party acting or failing to act must consult with each of
      the
      specified Swap Rating Agencies and receive from each such Swap Rating Agency
      a
      prior written confirmation that the proposed action or inaction would not cause
      a downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    


    “Relevant
      Entity” means
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (i) would have the effect of
      preserving for Party B the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have been required after that Date, and (ii) has terms which
      are substantially the same as this Agreement, including, without limitation,
      rating triggers, Regulation AB compliance, and credit support documentation,
      save for the exclusion of provisions relating to Transactions that are not
      Terminated Transaction, as determined by Party B in its sole discretion, acting
      in a commercially reasonable manner.

    


    “Required
      Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the Required
      Ratings Threshold.

    


    “Required
      Ratings Threshold” means
      each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
      Ratings Threshold, and the DBRS Required Ratings Threshold.

    


    “S&P”
      means
      Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
      Inc., or any successor thereto. 

    


    “S&P
      Approved Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, a short-term unsecured and unsubordinated debt rating
      from
      S&P of “A-1”, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from S&P of
“A+”.

    


    “S&P
      Required Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee or an
      Eligible Replacement, a long-term unsecured and unsubordinated debt rating
      or
      counterparty rating from S&P of “BBB+”. 

    


    “Swap
      Rating Agencies”
      means,
      with respect to any date of determination, each of S&P, Moody’s, and DBRS,
      to the extent that each such rating agency is then providing a rating for any
      of
      the Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3,
      Asset-Backed Certificates, Series 2007-3 (the “Certificates”) or any notes
      backed by the Certificates (the “Notes”).

    


     

    [Remainder
      of this page intentionally left blank.]

    


     

    
      	
               

              LEHMAN
                BROTHERS 

              SPECIAL
                FINANCING INC.

            	 	 	
               

              HSBC
                BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT
                SOLELY
                AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                INTEREST TRUST WITH RESPECT TO THE NOMURA HOME EQUITY LOAN, INC.,
                HOME
                EQUITY LOAN TRUST, SERIES 2007-3, ASSET-BACKED CERTIFICATES, SERIES
                2007-3

               

            
	
              (Name
                of Party)

            	 	 	
              (Name
                of Party)

            
	
               

               

               

            	 	 	 
	 	 	 	 


    

    
      	
              
                Name:

              

            	
              /s/
                Zdenka S. Griswold 

            	 	
              
                Name:

              

            	
              /s/
                Nina Nassar 

            
	
              Title:

            	Authorized
              Signatory	 	
              Title:

            	Officer
	Date: 	April 30,
              2007	 	Date: 	April 30,
              2007


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    GUARANTEE
      OF LEHMAN BROTHERS HOLDINGS INC.

     

    LEHMAN
      BROTHERS SPECIAL FINANCING INC. (“Party A”) and HSBC Bank USA, National
      Association, not in its individual capacity, but solely as Supplemental Interest
      Trust Trustee on behalf of the Supplemental Interest Trust with respect to
      the
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3,
      Asset-Backed Certificates, Series 2007-3 (“Party B”) have entered into a Master
      Agreement dated as of April 30, 2007, as amended from time to time (the “Master
      Agreement”), pursuant to which Party A and Party B have entered and/or
      anticipate entering into one or more transactions (each a “Transaction”), the
      Confirmation of each of which supplements, forms part of, and will be read
      and
      construed as one with, the Master Agreement (collectively referred to as the
      “Agreement”). This Guarantee is a Credit Support Document as contemplated in the
      Agreement. For value received, and in consideration of the financial
      accommodation accorded to Party A by Party B under the Agreement, LEHMAN
      BROTHERS HOLDINGS INC., a corporation organized and existing under the laws
      of
      the State of Delaware (“Guarantor”), hereby agrees to the
      following:

     

    (a) Guarantor
      hereby unconditionally guarantees to Party B the due and punctual payment of
      all
      amounts payable by Party A in connection with each Transaction when and as
      Party
      A’s obligations thereunder shall become due and payable in accordance with the
      terms of the Agreement (whether at maturity, by acceleration or otherwise).
      Guarantor hereby agrees, upon written demand by Party B, to pay or cause to
      be
      paid any such amounts punctually when and as the same shall become due and
      payable.

     

    (b) Guarantor
      hereby agrees that its obligations under this Guarantee constitute a guarantee
      of payment when due and not of collection.

     

    (c) Guarantor
      hereby agrees that its obligations under this Guarantee shall be unconditional,
      irrespective of the validity, regularity or enforceability of the Agreement
      against Party A (other than as a result of the unenforceability thereof against
      Party B), the absence of any action to enforce Party A’s obligations under the
      Agreement, any waiver or consent by Party B with respect to any provisions
      thereof, the entry by Party A and Party B into any amendments to the Agreement,
      additional Transactions under the Agreement or any other circumstance which
      might otherwise constitute a legal or equitable discharge or defense of a
      guarantor (excluding the defense of payment or statute of limitations, neither
      of which is waived) provided, however, that Guarantor shall be entitled to
      exercise any right that Party A could have exercised under the Agreement to
      cure
      any default in respect of its obligations under the Agreement or to setoff,
      counterclaim or withhold payment in respect of any Event of Default or Potential
      Event of Default in respect of Party B or any Affiliate, but only to the extent
      such right is provided to Party A under the Agreement. The Guarantor
      acknowledges that Party A and Party B may from time to time enter into one
      or
      more Transactions pursuant to the Agreement and agrees that the obligations
      of
      the Guarantor under this Guarantee will upon the execution of any such
      Transaction by Party A and Party B extend to all such Transactions without
      the
      taking of further action by the Guarantor.

     

    (d) This
      Guarantee shall remain in full force and effect until the first to occur of
      (i)
      receipt by Party B of a written notice of termination from Guarantor or (ii)
      none of the obligations of Party A remain outstanding. Termination of this
      Guarantee shall not affect Guarantor’s liability hereunder as to obligations
      incurred or arising out of Transactions entered into prior to the termination
      hereof.

     

    (e) Guarantor
      further agrees that this Guarantee shall continue to be effective or be
      reinstated, as the case may be, if at any time, payment, or any part thereof,
      of
      any obligation or interest thereon is rescinded or must otherwise be restored
      by
      Party B upon an Event of Default as set forth in Section
      5(a)(vii)
      of the
      Master Agreement affecting Party A or Guarantor.

     

    (f) Guarantor
      hereby waives (i) promptness, diligence, presentment, demand of payment,
      protest, order and, except as set forth in paragraph (a) hereof, notice of
      any
      kind in connection with the Agreement and this Guarantee, or (ii) any
      requirement that Party B exhaust any right to take any action against Party
      A or
      any other person prior to or contemporaneously with proceeding to exercise
      any
      right against Guarantor under this Guarantee.

     

    This
      Guarantee shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to conflicts of laws principles. All
      capitalized terms not defined in this Guarantee, but defined in the Agreement,
      shall have the meanings assigned thereto in the Agreement.

     

    IN
      WITNESS WHEREOF, Guarantor has caused this Guarantee to be executed by its
      duly
      authorized officer as of the date of the Agreement.

     

    

      
        	 	 	 	 	 	 	 	
                LEHMAN
                  BROTHERS HOLDINGS INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                 

              
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 
	 	 	 	 	 	 	 	
                Date:

              	 



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      B
      to Schedule

    


    [Form
      of
      Opinion of Counsel for

    Lehman
      Brothers Special Financing Inc. and

    Lehman
      Brothers Holdings Inc.]

    [date]

     

     

    

      
        	
                HSBC
                  Bank USA, National Association, not in its
                  individual capacity, but solely as Supplemental Interest Trust
                  Trustee on
                  behalf of the Supplemental Interest Trust with respect to the Nomura
                  Home
                  Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3, Asset-Backed
                  Certificates, Series 2007-3

              	 	 	 	 	 	 	 	 	 
	
                [COUNTERPARTY
                  ADDRESS]

              	 	 	 	 	 	 	 	 	 


      

    

     

    Ladies
      and Gentlemen:

     

    I
      have
      acted as counsel to Lehman Brothers Special Financing Inc., a Delaware
      corporation (“Party A”),
      and
      Lehman Brothers Holdings Inc., a Delaware corporation (“Guarantor”), and am
      familiar with matters pertaining to the execution and delivery of the Master
      Agreement (the “Master Agreement”) dated as of April 30, 2007 between Party
A
      and
      HSBC Bank USA, National Association, not in its individual capacity, but solely
      as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
      Trust with respect to the Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2007-3, Asset-Backed Certificates, Series 2007-3, and
      the
      guarantee of Guarantor (the “Guarantee”)
      delivered in connection with the Master Agreement.

     

    In
      connection with this opinion, I have examined, or have had examined on my
      behalf, an executed copy of the Master Agreement and the Guarantee, certificates
      and statements of public officials and officers of Party  A
      and
      Guarantor and such other agreements, instruments, documents and records as
      I
      have deemed necessary or appropriate for the purposes of this
      opinion.

     

    Except
      as
      expressly set forth herein, no independent investigation (including, without
      limitation, conducting any review, search or investigation of any public files,
      records or dockets) has been undertaken to determine the existence or absence
      of
      the facts that are material to my opinions, and no inference as to my knowledge
      concerning such facts should be made.

     

    When
      used
      herein the phrase “to my knowledge” means to my actual knowledge without
      independent investigation.

     

    References
      in this letter to “Applicable Laws” are to those laws, rules and regulations of
      the State of New York which, in my experience, are normally applicable to
      transactions of the type contemplated by the Master Agreement and the Guarantee.
      References in this letter to “Governmental Authorities” are to executive,
      legislative, judicial, administrative or regulatory bodies of the State of
      New
      York. References in this letter to “Governmental Approval” are to any consent,
      approval, license, authorization or validation of, or filing, recording or
      registration with, any Governmental Authority pursuant to Applicable
      Laws.

     

      Based
      on
      the foregoing but subject to the assumptions, exceptions, qualifications and
      limitations hereinafter expressed, I am of the opinion that:

     

    
      	1.  	
              Each
                of Party A
                and Guarantor is a corporation duly incorporated, validly existing
                and in
                good standing under the laws of the State of
                Delaware.

            


    

     

    
      	2.  	
              The
                execution, delivery and performance of the Master Agreement, in the
                case
                of Party  A,
                and the Guarantee, in the case of Guarantor, are within its corporate
                power, have been duly authorized by all necessary corporate action
                and do
                not conflict with any provision of its certificate of incorporation
                or
                by-laws.

            


    

     

    
      	3.  	
              The
                Master Agreement, in the case of Party A,
                and the Guarantee, in the case of Guarantor, have been duly executed
                and
                delivered and each constitutes
                a legal, valid and binding obligation under Applicable Laws, enforceable
                against it under Applicable Laws in accordance with its
                respective terms.

            


    

     

    
      	4.  	
              To
                my knowledge,
                no Governmental Approval
                is
                required in connection with the execution, delivery and performance
                of the
                Master Agreement, in the case of Party A,
                or the Guarantee, in the case of Guarantor,
                except those that have been obtained and, to my knowledge, are in
                effect.

            


    

     

      The
      foregoing opinions are subject to the following assumptions, exceptions,
      qualifications and limitations:

     

    A.  
      My
      opinion in paragraph 3 above is subject to:
      (i) bankruptcy,
      insolvency, reorganization, receivership, moratorium or similar laws affecting
      creditors’
      rights
      generally (including, without limitation, the effect of statutory or other
      laws
      regarding fraudulent or other similar transfers or
      conveyances); (ii) general
      principles of equity, regardless of whether enforceability is considered in
      a
      proceeding in equity or at law;
      and
      (iii) laws and considerations of public policy, including where clauses (i)
      through (iii) above may limit the enforceability of provisions (a) regarding
      the
      termination and close-out methodology under the Master Agreement, including
      but
      not limited to Section 6(e) thereof, (b) regarding indemnification and
      contribution rights and obligations, (c) regarding the waiver or limitation
      of rights to trial by jury, oral amendments to written agreements or rights
      of
      setoff, (d) relating to submission to jurisdiction, venue or service of
      process and (e) purporting to prohibit or restrict, or require the consent
      of the “account debtor” (as defined in Section 9-102 of the Uniform Commercial
      Code as in effect in the State of New York (the “NYUCC” )) for, the creation,
      perfection or enforcement of a security interest in “accounts” or “general
      intangibles” (in each case, as defined in Section 9-102 of the
      NYUCC).

     

    B.  I
      am a
      member of the Bar of the [State of New York] [Commonwealth of Massachusetts]
      and
      render no opinion on any laws other than the laws of the State of New York
      and
      the General Corporation Law of the State of Delaware.
      Except
      as described, I have not examined, or had examined on my behalf, and I do not
      express any opinion with respect to, Delaware law.

     

    C.  My
      opinions are limited to the present laws and to the facts as they presently
      exist, and no opinion is to be inferred or implied beyond the matters expressly
      so stated. I assume no obligation to revise or supplement this opinion should
      the present laws of the jurisdictions referred to in paragraph B above be
      changed by legislative action, judicial decision or otherwise.

     

    D.  This
      letter is rendered solely to you solely
      for your benefit in
      connection with the Master Agreement and the Guarantee and the transactions
      related thereto and may not be relied upon by any other person, entity or agency
      or by you in any other context or for any other purpose. This letter may not
      be
circulated,
      used or quoted
      in
      whole or in part, nor may copies hereof be furnished or delivered to any other
      person, without the prior written consent of Lehman Brothers Holdings Inc.,
      except that you may furnish copies hereof (i)  to
      your
      independent auditors and attorneys, (ii)  to
      any
      United States, state or local authority having jurisdiction over you, (iii)
       pursuant
      to the order of any court of competent jurisdiction or any governmental agency
      and (iv)  in
      connection with any legal action arising out of the Master Agreement or the
      Guarantee.

     

    E.  I
      have
      assumed with your permission (i)  the
      genuineness of all signatures by each party other than Party  A
      or
      Guarantor, (ii)  the
      authenticity of documents submitted to me as originals and the conformity to
      authentic original documents of all documents submitted to me as copies,
(iii) the
      accuracy of the matters set forth in the documents, agreements and instruments
      I
      reviewed, (iv) that each party other than Party A and Guarantor is duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization, (v)
      the due
      execution and delivery, pursuant to due authorization, of the Master Agreement
      by each party other than Party A
      and (vi) that the Master Agreement is the legal, valid, binding and
      enforceable obligation of each party other than Party A, enforceable
      against each such party in accordance with its terms.

     

    The
      foregoing opinions are given on the express understanding that the undersigned
      is an officer of Lehman Brothers Inc. and shall in no event incur any personal
      or other liability in connection with said opinions. By accepting and relying
      upon this opinion, each addressee hereof (i) acknowledges and agrees that the
      undersigned shall have no personal or other liability in connection herewith
      and
      (ii) agrees to not assert or raise any such claim against the undersigned in
      any
      proceeding or in any manner otherwise.

    

      
        	 	 	 	 	 	 	 	Very
                truly
                yours,	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      C/D

    


    Forms
      of Opinion of Counsel for Party B


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      E

    


    Item
      1115 Agreement

    


    
    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      R

     

    INTEREST
      RATE CAP CONTRACT

     

    



    Revised
      Transaction

    

      
        	
                Date:

              	
                31
                  May, 2007

              
	 	 
	
                To:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest Trust with respect to the Nomura Home Equity Loan, Inc.,
                  Home
                  Equity Loan Trust, Series 2007-3, Asset-Backed Certificates, Series
                  2007-3

              
	
              	
                Attention:
                  Documentation 

              
	 	 
	
                From:

              	
                Lehman
                  Brothers Special Financing Inc.

              
	 	
                Confirmations
                  Group

              
	 	
                Kathy
                  Tsang

              
	
              	
                Facsimile:

              	
                (+1)
                  646-885-9551 (United States of America)

              
	
              	
                Telephone:

              	
                212-526-9080

              
	 	 
	
                Ref.
                  Numbers:

              	
                Risk
                  ID: 1505093L / Effort ID: N1348967 / Global Deal ID:
                  3024113

              


      

    

     

      
        

      

    

    


     

    Dear
      Sir
      or Madam:

     

    The
      purpose of this communication (this “Confirmation”) is to confirm the terms and
      conditions of the transaction (the “Transaction”) entered into between Lehman
      Brothers Special Financing Inc. (“Party A”) and HSBC Bank USA, National
      Association, not in its individual capacity, but solely as Supplemental Interest
      Trust Trustee on behalf of the Supplemental Interest Trust with respect to
      the
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3,
      Asset-Backed Certificates, Series 2007-3 (“Party B”) on the Trade Date specified
      below. This Confirmation constitutes a “Confirmation” as referred to in the
      Agreement specified below. This
      Confirmation supersedes and replaces in its entirety any other confirmation
      referencing the Transaction to which this Confirmation
      relates.

    


    This
      Confirmation supplements, forms part of, and is subject to, the ISDA Master
      Agreement dated as of 30
      April, 2007,
      as
      amended and supplemented from time to time, between Party A and Party B (the
      “Agreement”). All provisions contained in the Agreement shall govern this
      Confirmation except as expressly modified below.

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions as published
      by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
      are incorporated into this Confirmation. In the event of any inconsistency
      between the Definitions and the terms of this Confirmation, this Confirmation
      will govern. For the purpose of the Definitions, references herein to a
“Transaction” shall be deemed to be references to a “Swap
      Transaction”.

     

    Party
      A
      and Party B each represents that entering into the Transaction is within its
      capacity, is duly authorized and does not violate any laws of its jurisdiction
      of organization or residence or the terms of any agreement to which it is a
      party. Party A and Party B each represents that (a) it is not relying on the
      other party in connection with its decision to enter into this Transaction,
      and
      neither party is acting as an advisor to or fiduciary of the other party in
      connection with this Transaction regardless of whether the other party provides
      it with market information or its views; (b) it understands the risks of the
      Transaction and any legal, regulatory, tax, accounting and economic consequences
      resulting therefrom; and (c) it has determined based upon its own judgment
      and
      upon any advice received from its own professional advisors as it has deemed
      necessary to consult that entering into the Transaction is appropriate for
      such
      party in light of its financial capabilities and objectives. Party A and Party
      B
      each represents that upon due execution and delivery of this Confirmation,
      it
      will constitute a legally valid and binding obligation, enforceable against
      it
      in accordance with its terms, subject to applicable principles of bankruptcy
      and
      creditors’ rights generally and to equitable principles of general
      application.

     

    The
      terms
      of the particular Transaction to which this Confirmation relates are as
      follows:

     

    
      	
              General
                Terms:

            	 
	 	 
	
              Trade
                Date:

            	
              26
                April, 2007

            
	 	 
	
              Effective
                Date:

            	
              30
                April, 2007

            
	 	 
	
              Termination
                Date:

            	
              25
                April, 2012, subject to adjustment in accordance with the Following
                Business Day Convention.

            
	 	 
	
              Notional
                Amount:

            	
              With
                respect to each Calculation Period, the lesser of (i) the Notional
                Amount
                as set forth in Appendix A attached hereto and (ii) the excess, if
                any, of
                (a) the aggregate Certificate Principal Balance of the Reference
                Assets on
                or about the 15th calendar day of each month, commencing in the month
                of
                May 2007, over (b) the Notional Amount as set forth in Appendix B
                attached
                hereto.

            
	 	 
	
              Referenced
                Assets:

            	
              NHELI,
                Inc., Asset Backed Certificates, Series 2007-3, Class 1-A-A (Cusip:
                65537NAA2), Class II-A-1 (Cusip: 65537NAB0), Class II-A-2 (Cusip:
                65537N
                AC8), Class II-A-3 (Cusip: 65537NAD6), Class II-A-4 (Cusip: 65537NAE4),
                Class M-1 (Cusip: 65537N AF1), Class M-2 (Cusip: 65537NAG9), Class
                M-3
                (Cusip: 65537NAH7), Class M-4 (Cusip: 65537N AJ3), Class M-5 (Cusip:
                65537NAK0), Class M-6 (Cusip: 65537NAL8), Class M-7 (Cusip: 65537N
                AM6),
                Class M-8 (Cusip: 65537NAN4), Class M-9 (Cusip: 65537NAP9)
                .

            
	 	 
	
              Principal
                Balance:

            	
              As
                reported on Bloomberg Financial Services, Inc. (“Bloomberg”): by entering
                the Cusip, <Mtge>, type “pdi4”, <Go>. If Bloomberg fails to
                publish the aggregate Principal Balance of the Referenced Assets
                or the
                parties fail to agree on the aggregate Principal Balance of the Referenced
                Assets for any Calculation Period, the aggregate Principal Balance
                of the
                Referenced Assets shall be determined by the Calculation Agent pursuant
                to
                the Pooling and Servicing Agreement, dated as of 01 April, 2007,
                by Nomura
                Home Equity Loan, Inc., as depositor, Nomura Credit & Capital, Inc.,
                as sponsor, Ocwen Loan Servicing, LLC, as servicer, Equity One, Inc.,
                as
                servicer, Wells Fargo Bank, National Association, as master servicer
                and
                as securities administrator, and HSBC Bank USA, National Association,
                as
                trustee.

            


    

     

    
      	
              Fixed
                Amounts:

            	 
	 	 
	
              Fixed
                Amount Payer:

            	
              Party
                B

            
	 	 
	
              Fixed
                Amount Payer Payment Dates:

            	
              Inapplicable

            
	 	 
	
              Fixed
                Amount:

            	
              By
                its execution hereof and with effect from the Trade Date above Party
                A
                irrevocably acknowledges receipt of all agreed consideration from
                Party B
                in respect of this Transaction.

            
	 	 
	
              Floating
                Amounts:

            	 
	 	 
	
              Floating
                Amount Payer:

            	
              Party
                A

            
	 	 
	
              Cap
                Rate:

            	
              5.32%
                per annum

            
	 	 
	
              Floating
                Rate Payer Period End Dates:

            	
              The
                25th calendar day of each month, from and including 25 May, 2007
                to and
                including the Termination Date, subject to adjustment in accordance
                with
                the Following Business Day Convention.

            
	 	 
	
              Early
                Payment:

            	
              1
                Business Day preceding each Floating Rate Payer Period End
                Date

            
	 	 
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 
	
              Designated
                Maturity:

            	
              1
                month

            
	 	 
	
              Spread:

            	
              Inapplicable

            
	 	 
	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

            
	 	 
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period

            
	 	 
	
              Business
                Days:

            	
              New
                York

            
	 	 
	
              Miscellaneous:

            	 
	 	 
	
              Calculation
                Agent:

            	
              Party
                A

            
	 	 
	
              Office:

            	
              For
                the purposes of this Transaction, Party A is not a Multibranch Party,
                and
                the Office of Party B is its Head
                Office.

            


    

    


    Account
      for Payment to 

    
      	
              Party
                A in USD:

            	
              JPMorgan
                Chase Bank, New York 

            


    

    
      	 	
              ABA
                # 021000021 

            


    

    
      	 	
              A/C
                of Lehman Brothers Special Financing Inc.


            


    

    
      	 	
              A/C
                # 066-143543

            


    

     

    Payment
      Instructions for Party B in USD:   

    Wells
      Fargo Bank, N.A.

    ABA
      #
      121000248

    Account
      Name: SAS Clearing

    Account
      Number: 3970771416

    For
      Further Credit to: 53146901 - Supplemental Interest Trust NHEL 2007-3


     

    Please
      confirm your agreement with the foregoing by executing this Confirmation and
      returning such Confirmation, in its entirety, to us at facsimile number (+1)
      646-885-9551 (United States of America), Attention: Confirmations
      Group.

     

    
      	
              Yours
                sincerely,

            	 	 	
              Accepted
                and agreed to:

            
	 	 	 	 
	
              Lehman
                Brothers Special Financing Inc.

            	 	 	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest Trust with respect to the Nomura Home Equity Loan, Inc.,
                Home
                Equity Loan Trust, Series 2007-3, Asset-Backed Certificates, Series
                2007-3

            
	 	 	 	 
	 	 	 	 
	By:  /s/ Anatoly
              Kuzlow	 	 	By: 
              /s/ Nina Nassar 
	
              
                

              

              Name:
                Anatoly Kuzlow

            	 	 	
              
                

              

              Name:
                Nina Nassar

            
	
              Title:

            	 	 	
              Title:
                Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Appendix
                A

            
	 
	
              *Calculation
                Periods from and including

            	
              *Calculation
                Periods up to but excluding

            	
              Notional
                Amount (USD)

            
	
              4/30/2007

            	
              5/25/2007

            	
              0

            
	
              5/25/2007

            	
              6/25/2007

            	
              0

            
	
              6/25/2007

            	
              7/25/2007

            	
              0

            
	
              7/25/2007

            	
              8/25/2007

            	
              0

            
	
              8/25/2007

            	
              9/25/2007

            	
              0

            
	
              9/25/2007

            	
              10/25/2007

            	
              0

            
	
              10/25/2007

            	
              11/25/2007

            	
              0

            
	
              11/25/2007

            	
              12/25/2007

            	
              0

            
	
              12/25/2007

            	
              1/25/2008

            	
              0

            
	
              1/25/2008

            	
              2/25/2008

            	
              0

            
	
              2/25/2008

            	
              3/25/2008

            	
              0

            
	
              3/25/2008

            	
              4/25/2008

            	
              0

            
	
              4/25/2008

            	
              5/25/2008

            	
              0

            
	
              5/25/2008

            	
              6/25/2008

            	
              0

            
	
              6/25/2008

            	
              7/25/2008

            	
              0

            
	
              7/25/2008

            	
              8/25/2008

            	
              0

            
	
              8/25/2008

            	
              9/25/2008

            	
              0

            
	
              9/25/2008

            	
              10/25/2008

            	
              0

            
	
              10/25/2008

            	
              11/25/2008

            	
              0

            
	
              11/25/2008

            	
              12/25/2008

            	
              0

            
	
              12/25/2008

            	
              1/25/2009

            	
              0

            
	
              1/25/2009

            	
              2/25/2009

            	
              0

            
	
              2/25/2009

            	
              3/25/2009

            	
              0

            
	
              3/25/2009

            	
              4/25/2009

            	
              0

            
	
              4/25/2009

            	
              5/25/2009

            	
              106,622,556.58

            
	
              5/25/2009

            	
              6/25/2009

            	
              141,511,954.12

            
	
              6/25/2009

            	
              7/25/2009

            	
              166,227,917.18

            
	
              7/25/2009

            	
              8/25/2009

            	
              177,708,797.05

            
	
              8/25/2009

            	
              9/25/2009

            	
              184,624,906.68

            
	
              9/25/2009

            	
              10/25/2009

            	
              186,724,498.86

            
	
              10/25/2009

            	
              11/25/2009

            	
              186,060,619.35

            
	
              11/25/2009

            	
              12/25/2009

            	
              183,337,933.46

            
	
              12/25/2009

            	
              1/25/2010

            	
              179,230,427.32

            
	
              1/25/2010

            	
              2/25/2010

            	
              174,090,541.83

            
	
              2/25/2010

            	
              3/25/2010

            	
              168,992,431.14

            
	
              3/25/2010

            	
              4/25/2010

            	
              163,939,678.33

            
	
              4/25/2010

            	
              5/25/2010

            	
              159,056,823.24

            
	
              5/25/2010

            	
              6/25/2010

            	
              165,308,561.86

            
	
              6/25/2010

            	
              7/25/2010

            	
              169,225,344.59

            
	
              7/25/2010

            	
              8/25/2010

            	
              164,084,956.46

            
	
              8/25/2010

            	
              9/25/2010

            	
              159,079,840.92

            
	
              9/25/2010

            	
              10/25/2010

            	
              154,213,003.16

            
	
              10/25/2010

            	
              11/25/2010

            	
              83,604,229.65

            
	
              11/25/2010

            	
              12/25/2010

            	
              75,257,687.51

            
	
              12/25/2010

            	
              1/25/2011

            	
              66,689,177.36

            
	
              1/25/2011

            	
              2/25/2011

            	
              57,909,618.88

            
	
              2/25/2011

            	
              3/25/2011

            	
              48,929,965.46

            
	
              3/25/2011

            	
              4/25/2011

            	
              39,760,874.36

            
	
              4/25/2011

            	
              5/25/2011

            	
              30,412,524.81

            
	
              5/25/2011

            	
              6/25/2011

            	
              23,444,868.45

            
	
              6/25/2011

            	
              7/25/2011

            	
              16,315,475.86

            
	
              7/25/2011

            	
              8/25/2011

            	
              9,032,487.38

            
	
              8/25/2011

            	
              9/25/2011

            	
              1,603,903.48

            
	
              9/25/2011

            	
              10/25/2011

            	
              0

            
	
              10/25/2011

            	
              11/25/2011

            	
              0

            
	
              11/25/2011

            	
              12/25/2011

            	
              0

            
	
              12/25/2011

            	
              1/25/2012

            	
              0

            
	
              1/25/2012

            	
              2/25/2012

            	
              0

            
	
              2/25/2012

            	
              3/25/2012

            	
              0

            
	
              3/25/2012

            	
              4/25/2012

            	
              0

            


    

    *subject
      to adjustment in accordance with
      the relevant Business Day Convention.

    


     

    
      	
              Appendix
                B

            
	 
	
              *Calculation
                Periods from and including

            	
              *Calculation
                Periods up to but excluding

            	
              Notional
                Amount (USD)

            
	
              4/30/2007

            	
              5/25/2007

            	
              0

            
	
              5/25/2007

            	
              6/25/2007

            	
              1,070,032,214.73

            
	
              6/25/2007

            	
              7/25/2007

            	
              1,047,920,906.65

            
	
              7/25/2007

            	
              8/25/2007

            	
              1,024,160,006.32

            
	
              8/25/2007

            	
              9/25/2007

            	
              998,828,295.50

            
	
              9/25/2007

            	
              10/25/2007

            	
              972,014,145.30

            
	
              10/25/2007

            	
              11/25/2007

            	
              943,815,528.22

            
	
              11/25/2007

            	
              12/25/2007

            	
              915,527,282.46

            
	
              12/25/2007

            	
              1/25/2008

            	
              887,734,466.16

            
	
              1/25/2008

            	
              2/25/2008

            	
              860,739,233.78

            
	
              2/25/2008

            	
              3/25/2008

            	
              834,519,062.37

            
	
              3/25/2008

            	
              4/25/2008

            	
              809,051,646.68

            
	
              4/25/2008

            	
              5/25/2008

            	
              784,315,324.89

            
	
              5/25/2008

            	
              6/25/2008

            	
              760,289,060.06

            
	
              6/25/2008

            	
              7/25/2008

            	
              736,952,421.99

            
	
              7/25/2008

            	
              8/25/2008

            	
              714,285,569.76

            
	
              8/25/2008

            	
              9/25/2008

            	
              692,252,267.18

            
	
              9/25/2008

            	
              10/25/2008

            	
              670,852,370.76

            
	
              10/25/2008

            	
              11/25/2008

            	
              636,594,182.58

            
	
              11/25/2008

            	
              12/25/2008

            	
              600,561,198.08

            
	
              12/25/2008

            	
              1/25/2009

            	
              563,300,123.28

            
	
              1/25/2009

            	
              2/25/2009

            	
              528,331,984.78

            
	
              2/25/2009

            	
              3/25/2009

            	
              495,501,507.05

            
	
              3/25/2009

            	
              4/25/2009

            	
              472,679,555.42

            
	
              4/25/2009

            	
              5/25/2009

            	
              346,488,173.97

            
	
              5/25/2009

            	
              6/25/2009

            	
              294,827,601.46

            
	
              6/25/2009

            	
              7/25/2009

            	
              253,194,734.95

            
	
              7/25/2009

            	
              8/25/2009

            	
              225,733,121.16

            
	
              8/25/2009

            	
              9/25/2009

            	
              204,735,106.70

            
	
              9/25/2009

            	
              10/25/2009

            	
              188,015,313.39

            
	
              10/25/2009

            	
              11/25/2009

            	
              174,549,223.82

            
	
              11/25/2009

            	
              12/25/2009

            	
              163,622,469.66

            
	
              12/25/2009

            	
              1/25/2010

            	
              154,539,722.07

            
	
              1/25/2010

            	
              2/25/2010

            	
              146,931,833.05

            
	
              2/25/2010

            	
              3/25/2010

            	
              139,708,450.86

            
	
              3/25/2010

            	
              4/25/2010

            	
              132,851,526.63

            
	
              4/25/2010

            	
              5/25/2010

            	
              126,222,551.13

            
	
              5/25/2010

            	
              6/25/2010

            	
              119,970,812.52

            
	
              6/25/2010

            	
              7/25/2010

            	
              114,064,720.31

            
	
              7/25/2010

            	
              8/25/2010

            	
              108,561,758.64

            
	
              8/25/2010

            	
              9/25/2010

            	
              103,368,386.38

            
	
              9/25/2010

            	
              10/25/2010

            	
              98,417,278.93

            
	
              10/25/2010

            	
              11/25/2010

            	
              93,701,315.75

            
	
              11/25/2010

            	
              12/25/2010

            	
              89,222,371.03

            
	
              12/25/2010

            	
              1/25/2011

            	
              84,968,111.30

            
	
              1/25/2011

            	
              2/25/2011

            	
              80,927,788.44

            
	
              2/25/2011

            	
              3/25/2011

            	
              77,090,590.40

            
	
              3/25/2011

            	
              4/25/2011

            	
              73,445,979.28

            
	
              4/25/2011

            	
              5/25/2011

            	
              69,983,908.60

            
	
              5/25/2011

            	
              6/25/2011

            	
              66,695,736.32

            
	
              6/25/2011

            	
              7/25/2011

            	
              63,572,044.31

            
	
              7/25/2011

            	
              8/25/2011

            	
              60,604,797.29

            
	
              8/25/2011

            	
              9/25/2011

            	
              57,786,098.18

            
	
              9/25/2011

            	
              10/25/2011

            	
              55,107,910.76

            
	
              10/25/2011

            	
              11/25/2011

            	
              52,563,283.09

            
	
              11/25/2011

            	
              12/25/2011

            	
              50,145,571.65

            
	
              12/25/2011

            	
              1/25/2012

            	
              47,848,038.51

            
	
              1/25/2012

            	
              2/25/2012

            	
              45,664,961.14

            
	
              2/25/2012

            	
              3/25/2012

            	
              43,590,101.91

            
	
              3/25/2012

            	
              4/25/2012

            	
              41,618,217.96

            


    

    *subject
      to adjustment in accordance with
      the relevant Business Day Convention.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
       

    

    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of April 30, 2007 between

    LEHMAN
      BROTHERS SPECIAL FINANCING INC.

    (hereinafter
      referred to as “Party
      A”
      or
“Pledgor”)

    And

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION, not in its individual capacity, but solely as
      Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
      Trust
      with respect to the NOMURA
      HOME EQUITY LOAN, INC., HOME EQUITY LOAN TRUST, SERIES 2007-3, ASSET-BACKED
      CERTIFICATES, SERIES 2007-3 

    (hereinafter
      referred to as “Party
      B”
      or
“Secured
      Party”).

     

    Paragraph
      13. Elections and Variables.

     

    
      	(a)        
                	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	(b)           	
              Credit
                Support Obligations.

            


    

     

    
      	(i)          
               	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	(A)   
                     	
              “Delivery
                Amount”
                has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” and inserting in lieu thereof the words “not later than
                the close of business on each Valuation Date” and (II) by deleting in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Value as of that Valuation Date of all Posted
                Credit Support held by the Secured Party.” and inserting in lieu thereof
                the following:

            


    

     

    
      	(B)          	
              The
                “Delivery
                Amount”
                applicable to the Pledgor for any Valuation Date will equal the greatest
                of 

            


    

     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P/DBRS Credit Support Amount for such
                Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party,
                

            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                Valuation Date of all Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	 	
              (4)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                such Valuation Date of all Posted Credit Support held by the Secured
                Party.

            


    

     

    
      	(C)         	
              “Return
                Amount”
                has the meaning specified in Paragraph 3(b) as amended by deleting
                in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                thereof the following:

            


    

     

    The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of


     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P/DBRS Value as of such Valuation Date of
                all Posted Credit Support held by the Secured Party exceeds (b) the
                S&Pch/DBRS Credit Support Amount for such Valuation Date,
                

            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s Second Trigger Credit Support Amount for such Valuation
                Date.

            


    

     

    
      	(D)         	
              “Credit
                Support Amount”
                shall not apply. For purposes of calculating any Delivery Amount
                or Return
                Amount for any Valuation Date, reference shall be made to the S&P/DBRS
                Credit Support Amount, Moody’s First Trigger Credit Support Amount, or the
                Moody’s Second Trigger Credit Support Amount, in each case for such
                Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                above.

            


    

     

    (ii)            Eligible
      Collateral.
      On any
      day, the following items will qualify as “Eligible
      Collateral”(for
      the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD):

     

    
      	
               

              Collateral
                

            	
              S&P/

              DBRS
                Valuation 

              Percentage

            	
              Moody’s
                

              First
                Trigger Valuation
                Percentage

            	
              Moody’s
                

              Second
                Trigger Valuation
                Percentage

            
	 	 	 	 
	
              (A)  Cash

            	
              100%

            	
              100%

            	
              100%

            
	 	 	 	 
	
              (B)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	
              98.5%

            	
              100%

            	
              100%

            
	 	 	 	 
	
              (C)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	
              89.9%

            	
              100%

            	
              94%

            
	 	 	 	 
	
              (D)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	
              83.9%

            	
              100%

            	
              87%

            


    

     

    
      	(ii)
                         	
              Other
                Eligible Support. 

            


    

     

    The
      following items will qualify as “Other
      Eligible Support”
      for the
      party specified: 

     

    Not
      applicable.

     

    
      	(iii)           	
              Threshold.

            


    

     

    
      	(A)          	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


    

     

    
      	(B)        
               	
              “Threshold”
                means, with respect to Party A and any Valuation Date, zero if (i)
                a
                Collateral Event has occurred and has been continuing (x) for at
                least 30
                days or (y) since this Annex was executed, or (ii) a Required Ratings
                Downgrade Event has occurred and is continuing; otherwise,
                infinity.

            


    

     

      “Threshold”
      means,
      with respect to Party B and any Valuation Date, infinity.

     

    
      	(C)       
               	
              “Minimum
                Transfer Amount” means
                USD 100,000 with respect to Party A and Party B; provided, however,
                that
                if the aggregate Certificate Principal Balance of the Certificates
                and the
                aggregate principal balance of any Notes rated by S&P is at the time
                of any transfer less than USD 50,000,000, the “Minimum
                Transfer Amount”
                shall be USD 50,000.

            


    

     

    
      	(D)         
              	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    


     

    
      	(c)         
               	
              Valuation
                and Timing.

            


    

     

    
      	(i)         
                	
              “Valuation
                Agent”
                means Party A. All calculations by the Valuation Agent must be made
                in
                accordance with standard market practice, including, in the event
                of a
                dispute as to the Value of any Eligible Credit Support or Posted
                Credit
                Support, by making reference to quotations received by the Valuation
                Agent
                from one or more Pricing Sources.

            


    

     

    
      	(ii)           
              	
              “Valuation
                Date” means
                each Local Business Day on which any of the S&P/DBRS Credit Support
                Amount, the Moody’s First Trigger Credit Support Amount or the Moody’s
                Second Trigger Credit Support Amount is greater than
                zero.

            


    

     

    
      	(iii)          	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


    

     

    
      	(iv)          	
              “Notification
                Time” means
                1:00 p.m., New York time, on a Local Business Day.
                

            


    

     

    
      	 	
              (v)

            	
              External
                Verification.
                Notwithstanding anything to the contrary in the definitions of Valuation
                Agent or Valuation Date, at any time at which Party A (or, to the
                extent
                applicable, its Credit Support Provider) does not have a long-term
                unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                the S&P Value of Posted Credit Support on each Valuation Date based on
                internal marks and (B) verify such calculations with external marks
                monthly by obtaining on the last Local Business Day of each calendar
                month
                two external marks for each Transaction to which this Annex relates
                and
                for all Posted Credit Support; such verification of the Secured Party’s
                Exposure shall be based on the higher of the two external marks.
                Each
                external mark in respect of a Transaction shall be obtained from
                an
                independent Reference Market-maker that would be eligible and willing
                to
                enter into such Transaction in the absence of the current derivative
                provider, provided that an external mark may not be obtained from
                the same
                Reference Market-maker more than four times in any 12-month period.
                The
                Valuation Agent shall obtain these external marks directly or through
                an
                independent third party, in either case at no cost to Party B. The
                Valuation Agent shall calculate on each Valuation Date (for purposes
                of
                this paragraph, the last Local Business Day in each calendar month
                referred to above shall be considered a Valuation Date) the Secured
                Party’s Exposure based on the greater of the Valuation Agent’s internal
                marks and the external marks received. If the S&P Value on any such
                Valuation Date of all Posted Credit Support then held by the Secured
                Party
                is less than the S&P Credit Support Amount on such Valuation Date (in
                each case as determined pursuant to this paragraph), Party A shall,
                within
                three Local Business Days of such Valuation Date, Transfer to the
                Secured
                Party Eligible Credit Support having an S&P Value as of the date of
                Transfer at least equal to such deficiency.


            


    

     

    
      	(vi)          	
              Notice
                to S&P.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of the
                Secured
                Party’s Exposure and the S&P Value of any Eligible Credit Support or
                Posted Credit Support for that Valuation Date. The Valuation Agent
                shall
                also provide to S&P any external marks received pursuant to the
                preceding paragraph.

            


    

     

    
      (d)           Conditions
        Precedent and Secured Party’s Rights and Remedies.
        The
        following Termination Events will be a “Specified
        Condition”
for
        the
        party specified (that party being the Affected Party if the Termination Event
        occurs with respect to that party): None.

    

     

    
      	(e)          
              	
              Substitution.

            


    

     

    
      	(i)           	
              “Substitution
                Date”
                has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	(ii)        
               	
              Consent.
                If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph 4(d):
                Inapplicable.

            


    

     

    
      	(f)            	
              Dispute
                Resolution.

            


    

     

    
      	(i)         
                	
              “Resolution
                Time”
                means 1:00 p.m. New York time on the Local Business Day following
                the date
                on which the notice of the dispute is given under Paragraph
                5.

            


    

     

    
      	(ii)        
                	
              Value.
                Notwithstanding anything to the contrary in Paragraph 12, for the
                purpose
                of Paragraphs 5(i)(C) and 5(ii), the S&P/DBRS Value, and Moody’s
                Second Trigger Value, on any date, of Eligible Collateral other than
                Cash
                will be calculated as follows: 

            


    

     

    For
      Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
      the
      sum of (A) the product of (1)(x) the bid price at the Valuation Time for such
      securities on the principal national securities exchange on which such
      securities are listed, or (y) if such securities are not listed on a national
      securities exchange, the bid price for such securities quoted at the Valuation
      Time by any principal market maker for such securities selected by the Valuation
      Agent, or (z) if no such bid price is listed or quoted for such date, the bid
      price listed or quoted (as the case may be) at the Valuation Time for the day
      next preceding such date on which such prices were available and (2) the
      applicable Valuation Percentage for such Eligible Collateral, and (B) the
      accrued interest on such securities (except to the extent Transferred to the
      Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
      referred to in the immediately preceding clause (A)) as of such
      date.

     

    
      	(iii)        
                	
              Alternative.
                The provisions of Paragraph 5 will
                apply.

            


    

     

    
      	(g)           
              	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	(i)         
                	
              Eligibility
                to Hold Posted Collateral; Custodians.  Party
                B (or any Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied: 

            


    

     

    Party
      B
      may appoint as Custodian (A) the entity then serving as Trustee or Securities
      Administrator or (B) any entity other than the entity then serving as Trustee
      or
      Securities Administrator if such other entity (or, to the extent applicable,
      its
      parent company or credit support provider) is a bank or a trust company located
      in the United States having and has a short-term unsecured and unsubordinated
      debt rating from S&P of at least “A-1.”

     

    Initially,
      the Custodian
      for
      Party B is: the Securities Administrator.

     

    
      	(ii)        
                	
              Use
                of Posted Collateral. The
                provisions of Paragraph 6(c)(i) will not apply to Party B, but the
                provisions of Paragraph 6(c)(ii) will apply to Party B.
                

            


    

     

    
      	(h)           	
              Distributions
                and Interest Amount.

            


    

     

    
      	(i)           	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A (unless (x) an Event of Default or an Additional
                Termination Event has occurred with respect to which Party A is the
                defaulting or sole Affected Party or (y) an Early Termination Date
                has
                been designated, in which case such Posted Collateral shall be held
                uninvested). Gains and losses incurred in respect of any investment
                of
                Posted Collateral in the form of Cash in Permitted Investments as
                directed
                by Party A shall be for the account of Party
                A..

            


    

     

    
      	(ii)           	
              Transfer
                of Interest Amount.
                The Transfer of the Interest Amount will be made on the second Local
                Business Day following the end of each calendar month and on any
                other
                Local Business Day on which Posted Collateral in the form of Cash
                is
                Transferred to the Pledgor pursuant to Paragraph 3(b), in each case
                to the
                extent that a Delivery Amount would not be created or increased by
                that
                Transfer; provided, however, that the obligation of Party B to Transfer
                any Interest Amount to Party A shall be limited to the extent that
                Party B
                has earned and received such funds and such funds are available to
                Party
                B. 

            


    

     

    
      	(iii)          	
              Alternative
                to Interest Amount.
                The provisions of Paragraph 6(d)(ii) will
                apply.

            


    

     

    
      	(i)         
                	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


    

     

    
      	(j)         
                	
              Other
                Eligible Support and Other Posted Support.

            


    

     

    
      	(i)         
                	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


    

     

    
      	(ii)        
                	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	(k)        
                	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian: HSBC
      PLEASE PROVIDE

     

    
      	(l)          
               	
              Address
                for Transfers.
                Each Transfer hereunder shall be made to the address specified below
                or to
                an address specified in writing from time to time by the party to
                which
                such Transfer will be made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    Payment
      Instructions (CASH USD): 

    


    Chase
      Manhattan Bank NY 

    ABA
      #
      021-000-021 

    A/C
      #
      066143543 

    Lehman
      Brothers Special Financing Inc. 

    Ref:
      Collateral

    


     

    FEDWIRE
      (US Treasury/Mortgages):

     

    Chase
      NYC/LBRDC 

    ABA
      #
      021-000-021 

    Attn:
      Derivatives Margin

    


     

    Party
      B’s
      Custodian account details for holding collateral:

     

    Wells
      Fargo Bank, N.A.

    ABA
      #
      121000248

    Account
      Name: SAS Clearing

    Account
      Number: 3970771416

    For
      Further Credit to: 53146902 - Posted Collateral Account - NHEL
      2007-3

    


    
      	(m)       
                	
              Other
                Provisions.

            


    

     

    
      	(i)            	
              Collateral
                Account.
                Party B shall open and maintain a segregated account, which shall
                be an
                Eligible Account segregated from the Swap Account and the Interest
                Rate
                Cap Account, as defined in the related Pooling and Servicing Agreement,
                and hold, record and identify all Posted Collateral in such segregated
                account.

            


    

     

    
      	(ii)           	
              Agreement
                as to Single Secured Party and Single Pledgor.
                Notwithstanding anything to the contrary in the recital of this Annex,
                Paragraph 1(b), Paragraph 2 or the definitions in Paragraph 12, Party
                A
                and Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	(iii)          	
              Calculation
                of Value.
                Paragraph 4(c) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P/DBRS Value, Moody’s First Trigger
                Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                by (A) deleting the words “a Value” and inserting in lieu thereof “an
                S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                Trigger Value” and (B) deleting the words “the Value” and inserting in
                lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value”.
                Paragraph 5(i) (flush language) is hereby amended by deleting the
                word
                “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                Trigger Value, and Moody’s Second Trigger Value”. Paragraph 5(i)(C) is
                hereby amended by deleting the word “the Value, if” and inserting in lieu
                thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                Value, or Moody’s Second Trigger Value, as the case may be”. Paragraph
                5(ii) is hereby amended by (1) deleting the first instance of the
                words
                “the Value” and inserting in lieu thereof “any one or more of the
                S&P/DBRS Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                Value” and (2) deleting the second instance of the words “the Value” and
                inserting in lieu thereof “such disputed S&P/DBRS Value, Moody’s First
                Trigger Value, or Moody’s Second Trigger Value”. Each of Paragraph
                8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting the
                word
                “Value” and inserting in lieu thereof “least of the S&P/DBRS Value,
                Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                

            


    

     

    
      	(iv)          	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as published and copyrighted in 1994 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

     

    
      	(v)           	
              Events
                of Default.
                Paragraph 7 will not apply to cause any Event of Default to exist
                with
                respect to Party B except that Paragraph 7(i) will apply to Party
                B solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex. Notwithstanding anything to the contrary in Paragraph
                7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a
                Required Ratings Downgrade Event has occurred and been continuing
                for 30
                or more Local Business Days, and (B) such failure is not remedied
                on or
                before the third Local Business Day after notice of such failure
                is given
                to Party A.

            


    

     

    
      	(vi)          	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	(vii)         	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


    

     

    
      	(viii)        	
              Additional
                Definitions.
                As used in this Annex:

            


    

     

    “Collateral
      Event” means
      that no Relevant Entity has credit ratings at least equal to the Approved
      Ratings Threshold.

     

    “DV01”
      means,
      with respect to a Transaction and any date of determination, the estimated
      change in the Secured Party’s Transaction Exposure with respect to such
      Transaction that would result from a one basis point change in the relevant
      swap
      curve on such date, as determined by the Valuation Agent in good faith and
      in a
      commercially reasonable manner. The Valuation Agent shall, upon request of
      Party
      B, provide to Party B a statement showing in reasonable detail such
      calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
      Schedule is deleted)” shall be inserted
      and (2)
      at the end of such definition, the words “with terms substantially the same as
      those of this Agreement.” shall be inserted.
      

     

    “Local
      Business Day”
means,
      for purposes of this Annex: any day on which (A) commercial banks are open
      for
      business (including dealings in foreign exchange and foreign currency deposits)
      in New York and the location of Party A, Party B and any Custodian, and (B)
      in
      relation to a Transfer of Eligible Collateral, any day on which the clearance
      system agreed between the parties for the delivery of Eligible Collateral is
      open for acceptance and execution of settlement instructions (or in the case
      of
      a Transfer of Cash or other Eligible Collateral for which delivery is
      contemplated by other means a day on which commercial banks are open for
      business (including dealings in foreign exchange and foreign deposits) in New
      York and the location of Party A, Party B and any Custodian. 

     

    “Moody’s
      First Trigger Credit Support Amount” means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                occurred and has been continuing (x) for at least 30 Local Business
                Days
                or (y) since this Annex was executed and (II) it is not the case
                that a
                Moody’s Second Trigger Ratings Event has occurred and been continuing for
                at least 30 Local Business Days, an amount equal to the greater of
                (a)
                zero and (b) the sum of (i) the Secured Party’s Exposure for such
                Valuation Date and (ii) the sum, for each Transaction to which this
                Annex
                relates, of 

            


    

     

    
      	 	 	 	
              the
                least of (x) the product of the Moody’s First Trigger DV01 Multiplier and
                DV01 for such Transaction and such Valuation Date, (y) the product
                of (i)
                Moody’s First Trigger Notional Amount Multiplier and (ii) the Notional
                Amount for such Transaction for the Calculation Period for such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date and (z) the product of (i) the applicable Moody’s
                First Trigger Factor set forth in Table 1 and (ii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or 

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)          
      the
      Threshold for Party A such Valuation Date.

     

    “Moody’s
      First Trigger DV01 Multiplier”
      means
      15.

     

    “Moody’s
      First Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Moody’s
      First Trigger Notional Amount Multiplier”
      means
      2%.

     

    “Moody’s
      Second Trigger Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which it is the case that a Moody’s Second Trigger
                Ratings Event has occurred and been continuing for at least 30 Local
                Business Days, an amount equal to the greatest of (a) zero, (b) the
                aggregate amount of the next payment due to be paid by Party A under
                each
                Transaction to which this Annex relates, and (c) the sum of (x) the
                Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                Transaction to which this Annex relates, of


            


    

     

    (1)           
      if such Transaction is not a Transaction-Specific Hedge,:

     

    the
      least
      of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
      such Transaction and such Valuation Date, (ii) the product of (1) the Moody’s
      Second Trigger Notional Amount Multiplier and (2) the Notional Amount for such
      Transaction for the Calculation Period of such Transaction (each as defined
      in
      the related Confirmation) which includes such Valuation Date; and (iii) the
      product of (1) the applicable Moody’s Second Trigger Factor set forth in Table 2
      and (2) the Notional Amount for such Transaction for the Calculation Period
      for
      such Transaction (each as defined in the related Confirmation) which includes
      such Valuation Date;
      or

     

    (2)           
      if such Transaction is a Transaction-Specific Hedge, 

     

    the
      least
      of (i) the product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
      Multiplier and DV01 for such Transaction and such Valuation Date, (ii) the
      product of (1) the Moody’s Second Trigger Transaction-Specific Hedge Notional
      Amount Multiplier and (2) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date; and (iii) the product of
      (1)
      the applicable Moody’s Second Trigger Factor set forth in Table 3 and (2) the
      Notional Amount for such Transaction for the Calculation Period for such
      Transaction (each as defined in the related Confirmation) which includes such
      Valuation Date; or 

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)          the
      Threshold for Party A for such Valuation Date.

     

    “Moody’s
      Second Trigger DV01 Multiplier”
      means
      50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier”
      means
      8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01
      Multiplier”
      means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier”
      means
      10%.

     

    “Moody’s
      Second Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Pricing
      Sources”
      means
      the sources of financial information commonly known as Bloomberg, Bridge
      Information Services, Data Resources Inc., Interactive Data Services,
      International Securities Market Association, Merrill Lynch Securities Pricing
      Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny,
      and S&P. 

     

    “Remaining
      Weighted Average Maturity” means,
      with respect to a Transaction, the expected weighted average maturity for such
      Transaction as determined by the Valuation Agent. 

     

    “S&P/DBRS
      Approved Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the S&P
      Approved Ratings Threshold and the DBRS Approved Ratings Threshold.

     

    “S&P/DBRS
      Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)
                

            	
              for
                any Valuation Date on which (i) a S&P/DBRS Approved Ratings Downgrade
                Event has occurred and been continuing for at least 30 days, or (ii)
                a
                S&P/DBRS Required Ratings Downgrade Event has occurred and is
                continuing, an amount equal to the sum of (1) 100.0% of the Secured
                Party’s Exposure for such Valuation Date and (2) the sum, for each
                Transaction to which this Annex relates, of the product of (i) the
                S&P
                Volatility Buffer for such Transaction and (ii) the Notional Amount
                of
                such Transaction for the Calculation Period of such Transaction (each
                as
                defined in the related Confirmation) which includes such Valuation
                Date,
                or 

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)          the
      Threshold for Party A for such Valuation Date.

     

    “S&P/DBRS
      Required Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the S&P
      Required Ratings Threshold, and the DBRS Required Ratings
      Threshold.

     

    “S&P/DBRS
      Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      product of (A) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (B) the S&P/DBRS Valuation Percentage for such Eligible
      Collateral set forth in paragraph 13(b)(ii).

     

    “S&P
      Volatility Buffer”
      means, for any Transaction, the related percentage set forth in the following
      tables for S&P. 

     

    
      	
              The
                higher of the S&P credit rating of (i) Party A and (ii) the Credit
                Support Provider of Party A, if applicable

            	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 3 years

            	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 5 years

            	
              Remaining
                Weighted Average Maturity of such Transaction

              Up
                to 10 years

            	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 30 years

            
	
              “A-2”
                or higher

            	
              2.75%

            	
              3.25%

            	
              4.00%

            	
              4.75%

            
	
              “A-3”

            	
              3.25%

            	
              4.00%

            	
              5.00%

            	
              6.25%

            
	
              “BB+”
                or lower

            	
              3.50%

            	
              4.50%

            	
              6.75%

            	
              7.50%

            


    

     

    “Transaction
      Exposure”
      means,
      for any Transaction, Exposure determined as if such Transaction were the only
      Transaction between the Secured Party and the Pledgor.

     

    “Transaction-Specific
      Hedge” means
      any
      Transaction that is (i) an interest rate swap in respect of which (x) the
      notional amount of the interest rate swap is “balance guaranteed” or (y) the
      notional amount of the interest rate swap for any Calculation Period (as defined
      in the related Confirmation) otherwise is not a specific dollar amount that
      is
      fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
      an
      interest rate floor or (iv) an interest rate swaption.

     

    “Valuation
      Percentage”
      shall
      mean, for purposes of determining the S&P/DBRS Value, Moody’s First Trigger
      Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
      or Posted Collateral, the applicable S&P/DBRS Valuation Percentage, Moody’s
      First Trigger Valuation Percentage, or Moody’s Second Trigger Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Paragraph 13(b)(ii).

     

    “Value”
      shall
      mean, in respect of any date, the related S&P/DBRS Value, the related
      Moody’s First Trigger Value, and the related Moody’s Second Trigger
      Value.

     

    “Volatility
      Buffer”
      means,
      for any Transaction, the related percentage set forth in the following table
      (other than a Transaction identified in the related Confirmation as a Timing
      Hedge).

     

    [Remainder
      of this page intentionally left blank]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
      representatives as of the date of the Agreement.

     

    
      	 	 	 	 
	
               

              LEHMAN
                BROTHERS

              SPECIAL
                FINANCING INC.

            	 	 	
              
                HSBC
                  BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
                  BUT SOLELY
                  AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                  INTEREST TRUST WITH RESPECT TO THE NOMURA HOME EQUITY LOAN, INC.,
                  HOME
                  EQUITY LOAN TRUST, SERIES 2007-3, ASSET-BACKED CERTIFICATES, SERIES
                  2007-3
                  

              

            
	 	 	 	 
	
              (Party
                A)

            	 	 	
              (Party
                B)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Name: 
               /s/ Zdenka S. Griswold 	 	 	Name: 
              /s/ Nina Nassar 
	
              
                

              

            	 	 	
              
                

              

               

            
	
              
                Title:
                  Authorized Signatory

              

            	 	 	
              Title:
                Officer

            
	 	 	 	 
	
              Date:
                April 30, 2007

            	 	 	
              Date:
                April 30, 2007

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      1

     

    Moody’s
      First Trigger Factor

     

    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	
              Daily

              Collateral

              Posting

            
	
              1
                or less

            	
              0.15%

            
	
              More
                than 1 but not more than 2

            	
              0.30%

            
	
              More
                than 2 but not more than 3

            	
              0.40%

            
	
              More
                than 3 but not more than 4

            	
              0.60%

            
	
              More
                than 4 but not more than 5

            	
              0.70%

            
	
              More
                than 5 but not more than 6

            	
              0.80%

            
	
              More
                than 6 but not more than 7

            	
              1.00%

            
	
              More
                than 7 but not more than 8

            	
              1.10%

            
	
              More
                than 8 but not more than 9

            	
              1.20%

            
	
              More
                than 9 but not more than 10

            	
              1.30%

            
	
              More
                than 10 but not more than 11

            	
              1.40%

            
	
              More
                than 11 but not more than 12

            	
              1.50%

            
	
              More
                than 12 but not more than 13

            	
              1.60%

            
	
              More
                than 13 but not more than 14

            	
              1.70%

            
	
              More
                than 14 but not more than 15

            	
              1.80%

            
	
              More
                than 15 but not more than 16

            	
              1.90%

            
	
              More
                than 16 but not more than 17

            	
              2.00%

            
	
              More
                than 17 but not more than 18

            	
              2.00%

            
	
              More
                than 18 but not more than 19

            	
              2.00%

            
	
              More
                than 19 but not more than 20

            	
              2.00%

            
	
              More
                than 20 but not more than 21

            	
              2.00%

            
	
              More
                than 21 but not more than 22

            	
              2.00%

            
	
              More
                than 22 but not more than 23

            	
              2.00%

            
	
              More
                than 23 but not more than 24

            	
              2.00%

            
	
              More
                than 24 but not more than 25

            	
              2.00%

            
	
              More
                than 25 but not more than 26

            	
              2.00%

            
	
              More
                than 26 but not more than 27

            	
              2.00%

            
	
              More
                than 27 but not more than 28

            	
              2.00%

            
	
              More
                than 28 but not more than 29

            	
              2.00%

            
	
              More
                than 29

            	
              2.00%

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      2

     

    Moody’s
      Second Trigger Factor for Interest Rate Swaps with Fixed Notional
      Amounts

     

    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	
              Daily

              Collateral

              Posting

            
	
              1
                or less

            	
              0.50%

            
	
              More
                than 1 but not more than 2

            	
              1.00%

            
	
              More
                than 2 but not more than 3

            	
              1.50%

            
	
              More
                than 3 but not more than 4

            	
              1.90%

            
	
              More
                than 4 but not more than 5

            	
              2.40%

            
	
              More
                than 5 but not more than 6

            	
              2.80%

            
	
              More
                than 6 but not more than 7

            	
              3.20%

            
	
              More
                than 7 but not more than 8

            	
              3.60%

            
	
              More
                than 8 but not more than 9

            	
              4.00%

            
	
              More
                than 9 but not more than 10

            	
              4.40%

            
	
              More
                than 10 but not more than 11

            	
              4.70%

            
	
              More
                than 11 but not more than 12

            	
              5.00%

            
	
              More
                than 12 but not more than 13

            	
              5.40%

            
	
              More
                than 13 but not more than 14

            	
              5.70%

            
	
              More
                than 14 but not more than 15

            	
              6.00%

            
	
              More
                than 15 but not more than 16

            	
              6.30%

            
	
              More
                than 16 but not more than 17

            	
              6.60%

            
	
              More
                than 17 but not more than 18

            	
              6.90%

            
	
              More
                than 18 but not more than 19

            	
              7.20%

            
	
              More
                than 19 but not more than 20

            	
              7.50%

            
	
              More
                than 20 but not more than 21

            	
              7.80%

            
	
              More
                than 21 but not more than 22

            	
              8.00%

            
	
              More
                than 22 but not more than 23

            	
              8.00%

            
	
              More
                than 23 but not more than 24

            	
              8.00%

            
	
              More
                than 24 but not more than 25

            	
              8.00%

            
	
              More
                than 25 but not more than 26

            	
              8.00%

            
	
              More
                than 26 but not more than 27

            	
              8.00%

            
	
              More
                than 27 but not more than 28

            	
              8.00%

            
	
              More
                than 28 but not more than 29

            	
              8.00%

            
	
              More
                than 29

            	
              8.00%

            


    

     


    Table
      3

     

    Moody’s
      Second Trigger Factor for Transaction-Specific Hedges

    


    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	
              Daily

              Collateral

              Posting

            
	
              1
                or less

            	
              0.65%

            
	
              More
                than 1 but not more than 2

            	
              1.30%

            
	
              More
                than 2 but not more than 3

            	
              1.90%

            
	
              More
                than 3 but not more than 4

            	
              2.50%

            
	
              More
                than 4 but not more than 5

            	
              3.10%

            
	
              More
                than 5 but not more than 6

            	
              3.60%

            
	
              More
                than 6 but not more than 7

            	
              4.20%

            
	
              More
                than 7 but not more than 8

            	
              4.70%

            
	
              More
                than 8 but not more than 9

            	
              5.20%

            
	
              More
                than 9 but not more than 10

            	
              5.70%

            
	
              More
                than 10 but not more than 11

            	
              6.10%

            
	
              More
                than 11 but not more than 12

            	
              6.50%

            
	
              More
                than 12 but not more than 13

            	
              7.00%

            
	
              More
                than 13 but not more than 14

            	
              7.40%

            
	
              More
                than 14 but not more than 15

            	
              7.80%

            
	
              More
                than 15 but not more than 16

            	
              8.20%

            
	
              More
                than 16 but not more than 17

            	
              8.60%

            
	
              More
                than 17 but not more than 18

            	
              9.00%

            
	
              More
                than 18 but not more than 19

            	
              9.40%

            
	
              More
                than 19 but not more than 20

            	
              9.70%

            
	
              More
                than 20 but not more than 21

            	
              10.00%

            
	
              More
                than 21 but not more than 22

            	
              10.00%

            
	
              More
                than 22 but not more than 23

            	
              10.00%

            
	
              More
                than 23 but not more than 24

            	
              10.00%

            
	
              More
                than 24 but not more than 25

            	
              10.00%

            
	
              More
                than 25 but not more than 26

            	
              10.00%

            
	
              More
                than 26 but not more than 27

            	
              10.00%

            
	
              More
                than 27 but not more than 28

            	
              10.00%

            
	
              More
                than 28 but not more than 29

            	
              10.00%

            
	
              More
                than 29

            	
              10.00%

            


    

    
    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      S

     

    FORM
      OF
      POWER OF ATTORNEY

     

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    [Servicer]

    [Servicer’s
      Address]

    


    Attn:
      _________________________________

    


    LIMITED
      POWER OF ATTORNEY

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that ________________, having its principal place of
      business at ____________________, as Trustee (the “Trustee”) pursuant to that
      Pooling and Servicing Agreement among ___________________ (the “Depositor”),
      ___________________ (the “Sponsor”), Ocwen Loan Servicing, LLC (“Ocwen”), as a
      servicer, Equity One, Inc. (“Equity One”), as a servicer, Wells Fargo Bank, N.A.
      (“Wells Fargo”), as Master Servicer and Securities Administrator, and the
      Trustee, dated as of April 1, 2007 (the “Pooling and Servicing Agreement”),
      hereby constitutes and appoints [Ocwen][Equity
      One]
      (the
“Servicer”), by and through the Servicer’s officers, the Trustee’s true and
      lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the
      Trustee’s benefit, in connection with all mortgage loans serviced by the
      Servicer pursuant to the Pooling and Servicing Agreement for the purpose of
      performing all acts and executing all documents in the name of the Trustee
      as
      may be customarily and reasonably necessary and appropriate to effectuate the
      following enumerated transactions in respect of any of the mortgages or deeds
      of
      trust (the “Mortgages” and the “Deeds of Trust”, respectively) and promissory
      notes secured thereby (the “Mortgage Notes”) for which the undersigned is acting
      as Trustee for various certificateholders (whether the undersigned is named
      therein as mortgagee or beneficiary or has become mortgagee by virtue of
      endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust)
      and for which the Servicer is acting as servicer, all subject to the terms
      of
      the Pooling and Servicing Agreement and Servicing Agreement.

    


    This
      appointment shall apply to the following enumerated transactions
      only:

    


    
      	1.  	
              The
                modification or re-recording of a Mortgage or Deed of Trust, where
                said
                modification or re-recordings is for the purpose of correcting the
                Mortgage or Deed of Trust to conform same to the original intent
                of the
                parties thereto or to correct title errors discovered after such
                title
                insurance was issued and said modification or re-recording, in either
                instance, does not adversely affect the lien of the Mortgage or Deed
                of
                Trust as insured.

            


    

    


    
      	2.  	
              The
                subordination of the lien of a Mortgage or Deed of Trust to an easement
                in
                favor of a public utility company of a government agency or unit
                with
                powers of eminent domain; this section shall include, without limitation,
                the execution of partial satisfactions/releases, partial reconveyances
                or
                the execution or requests to trustees to accomplish
                same.

            


    

    


    
      	3.  	
              The
                conveyance of the properties to the mortgage insurer, or the closing
                of
                the title to the property to be acquired as real estate owned, or
                conveyance of title to real estate
                owned.

            


    

     

    
      
        	4.  	
                The
                  completion of loan assumption
                  agreements.

              


      

    

    


    
      	5.  	
              The
                full satisfaction/release of a Mortgage or Deed of Trust or full
                conveyance upon payment and discharge of all sums secured thereby,
                including, without limitation, cancellation of the related Mortgage
                Note.

            


    

    


    
      	6.  	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            


    

    


    
      	7.  	
              The
                full assignment of a Mortgage or Deed of Trust upon payment and discharge
                of all sums secured thereby in conjunction with the refinancing thereof,
                including, without limitation, the assignment of the related Mortgage
                Note.

            


    

    


    
      	8.  	
              With
                respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                of a
                deed in lieu of foreclosure, or the completion of judicial or non-judicial
                foreclosure or termination, cancellation or rescission of any such
                foreclosure, including, without limitation, any and all of the following
                acts:

            


    

    


    
      
        	
              	a.	
                the
                  substitution of trustee(s) serving under a Deed of Trust, in accordance
                  with state law and the Deed of
                  Trust;

              


      

    

    


    
      
        	
              	b.	
                the
                  preparation and issuance of statements of breach or
                  non-performance;

              


      

    

    


    
      
        	
              	c.	
                the
                  preparation and filing of notices of default and/or notices of
                  sale;

              


      

    

    


    
      
        	
              	d.	
                the
                  cancellation/rescission of notices of default and/or notices of
                  sale;

              


      

    

    


    
      
        	
              	e.	
                the
                  taking of a deed in lieu of foreclosure;
                  and

              


      

    

    


    
      
        	
              	f.	
                the
                  preparation and execution of such other documents and performance
                  of such
                  other actions as may be necessary under the terms of the Mortgage,
                  Deed of
                  Trust or state law to expeditiously complete said transactions
                  in
                  paragraphs 8.a. through 8.e.,
                  above.

              


      

    

    


    The
      undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney as fully as the undersigned might or could do, and hereby
      does
      ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
      to be done by authority hereof. 

    


    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of Attorney; and may be satisfied that this Limited
      Power of Attorney shall continue in full force and effect and has not been
      revoked unless an instrument of revocation has been made in writing by the
      undersigned.

    


    IN
      WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
      Servicing Agreement among the Depositor, the Sponsor, the Servicer, Wells Fargo
      and the Trustee, dated as of ___________ 1, 200__ (_____________ Asset-Backed
      Certificates, Series 200__-___), has caused its corporate seal to be hereto
      affixed and these presents to be signed and acknowledged in its name and behalf
      by ____________ its duly elected and authorized Vice President this _________
      day of _________, 200__.

     

    
      	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	
              as
                Trustee for _____ Asset 

              Backed
                Certificates, Series 200__-___

               

            
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 


    

    


    


    
      	
              STATE
                OF _____________

            
	 
	
              COUNTY
                OF ___________

            


    

    


    On
      _______________, 200__, before me, the undersigned, a Notary Public in and
      for
      said state, personally appeared ____________, Vice President of
      ____________________ as Trustee for ___________ Asset-Backed Certificates,
      Series 200__-___, personally known to me to be the person whose name is
      subscribed to the within instrument and acknowledged to me that he/she executed
      that same in his/her authorized capacity, and that by his/her signature on
      the
      instrument the entity upon behalf of which the person acted and executed the
      instrument.

    


    WITNESS
      my hand and official seal.

    (SEAL)

    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                Commission Expires
                _________________

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      T

    


    ASSIGNMENT
      AGREEMENT

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    This
      Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
      and entered into as of April 1, 2007 (the “Closing Date”), among Nomura Credit
& Capital, Inc., having an address at 2
      World
      Financial Center, Building B, 21st
      Floor,
      New York, New York 10281
      (the
“Assignor”), Nomura Home Equity Loan, Inc., having an address at 2 World
      Financial Center, Building B, 21st
      Floor,
      New York, New York 10281 (the “Assignee”) and Wells Fargo Bank, N.A., having an
      address at 1 Home Campus, Des Moines, Iowa 50328-0001 (the “Servicer” or the
“Company”).

     

    In
      consideration of the mutual promises contained herein the parties hereto agree
      that the residential mortgage loans identified on the schedule annexed hereto
      as
Attachment
      1
      (the
“Assigned Loans”), which are now serviced by the Servicer on behalf of the
      Assignor and its successors and assigns pursuant to the Seller’s Warranties and
      Servicing Agreement (WFHM
      2006-M03),
      dated
      as of March 1, 2006, between the Assignor and the Servicer (the “Servicing
      Agreement”) and attached hereto as Attachment
      2,
      shall
      be sold by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
      Agreement, dated as of April 30, 2007 (the “MLPA”), between the Assignor and the
      Assignee and subject to the terms of this AAR Agreement. The Assignee intends
      to
      transfer all right, title and interest in and to the Assigned Loans and the
      Servicing Agreement to HSBC Bank USA, National Association, as trustee (the
      “Trustee”) for
      the holders of Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series
      2007-3 Asset-Backed Certificates, Series 2007-3 (the “Certificateholders”)
      pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2007
      (the
“Pooling and Servicing Agreement”) among the Assignor, as the sponsor, the
      Assignee, as depositor, Equity
      One, Inc. as a servicer, Ocwen Loan Servicing, LLC as a servicer, the
      Trustee and Wells Fargo Bank, N.A. as master servicer (in
      such capacity, the
      “Master Servicer”) and securities administrator (in such capacity, the
“Securities Administrator”).
      Capitalized terms used herein but not defined shall have the meanings ascribed
      to them in the Servicing Agreement.

     

    Assignment
      and Assumption

     

    1.  Assignor
      hereby grants, transfers and assigns to Assignee all of the right, title and
      interest of Assignor in, to and under the Servicing Agreement as it relates
      to
      the Assigned Loans. Assignor specifically reserves and does not assign to
      Assignee any right, title and interest in, to or under the Servicing Agreement,
      as it relates to any mortgage loans other than the Assigned Loans.
      Notwithstanding anything to the contrary contained herein, the Assignor
      specifically reserves and does not assign to the Assignee the representations
      and warranties contained in Sections 3.01 and 3.02 of the Servicing Agreement
      or
      the right to enforce the representations and warranties against the Company,
      including, without limitation, the rights set forth in Section 3.03 of the
      Servicing Agreement. 

     

    Representations,
      Warranties and Covenants

     

    2.  Assignor
      warrants and represents to Assignee and Servicer as of the Closing
      Date:

     

    (a)  Attached
      hereto as Attachment
      2
      is a
      true and accurate copy of the Servicing Agreement, which Servicing Agreement
      is
      in full force and effect as of the date hereof and the provisions of which,
      except as set forth herein, have not been waived, amended or modified in any
      respect, nor has any notice of termination been given thereunder;

     

    (b)  Assignor
      is the lawful owner of the Assigned Loans with full right to transfer the
      Assigned Loans and any and all of its interests and rights under the Servicing
      Agreement as they relate to the Assigned Loans to the extent set forth herein,
      free and clear of any and all claims and encumbrances; and upon the transfer
      of
      the Assigned Loans to Assignee under the MLPA, Assignee shall have good title
      to
      each and every Assigned Loan, as well as any and all of Assignor’s interests and
      rights under the Servicing Agreement as they relate to the Assigned Loans,
      free
      and clear of any and all liens, claims and encumbrances;

     

    (c)  Assignor
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      sell, transfer and assign the Assigned Loans;

     

    (d)  Assignor
      has full corporate power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of Assignor’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignor’s certificate of incorporation or by-laws or any legal restriction, or
      any material agreement or instrument to which Assignor is now a party or by
      which it is bound, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which Assignor or its property is subject. The
      execution, delivery and performance by Assignor of this AAR Agreement and the
      consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on the part of Assignor. This
      AAR
      Agreement has been duly executed and delivered by Assignor and, upon the due
      authorization, execution and delivery by Assignee and Servicer, will constitute
      the valid and legally binding obligation of Assignor enforceable against
      Assignor in accordance with its terms except as enforceability may be limited
      by
      bankruptcy, reorganization, insolvency, moratorium or other similar laws now
      or
      hereafter in effect relating to creditors’ rights generally, and by general
      principles of equity regardless of whether enforceability is considered in
      a
      proceeding in equity or at law; and

     

    (e)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignor in connection with the execution, delivery or performance by Assignor
      of this AAR Agreement, or the consummation by it of the transactions
      contemplated hereby.

     

    3.  Assignee
      warrants and represents to, and covenants with, Assignor and Servicer as of
      the
      Closing Date:

     

    (a)  Assignee
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation and has all requisite power and authority
      to
      acquire, own and purchase the Assigned Loans;

     

    (b)  Assignee
      has full corporate power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of Assignee’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignee’s certificate of incorporation or by-laws or any legal restriction, or
      any material agreement or instrument to which Assignee is now a party or by
      which it is bound, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which Assignee or its property is subject. The
      execution, delivery and performance by Assignee of this AAR Agreement and the
      consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on the part of Assignee. This
      AAR
      Agreement has been duly executed and delivered by Assignee and, upon the due
      authorization, execution and delivery by Assignor and the Servicer, will
      constitute the valid and legally binding obligation of Assignee enforceable
      against Assignee in accordance with its terms except as enforceability may
      be
      limited by bankruptcy, reorganization, insolvency, moratorium or other similar
      laws now or hereafter in effect relating to creditors’ rights generally, and by
      general principles of equity regardless of whether enforceability is considered
      in a proceeding in equity or at law;

     

    (c)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignee in connection with the execution, delivery or performance by Assignee
      of this AAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and

     

    (d)  Assignee
      agrees to be bound by all of the terms, covenants and conditions of the
      Servicing Agreement, as modified by this AAR Agreement, with respect to the
      Assigned Loans.

     

    4.  The
      Servicer warrants and represents to, and covenants with, Assignor and Assignee
      as of the Closing Date:

     

    (a)  Attached
      hereto as Attachment
      2
      is a
      true and accurate copy of the Servicing Agreement, which Servicing Agreement
      is
      in full force and effect as of the Closing Date and the provisions of which,
      except as set forth herein, have not been waived, amended or modified in any
      respect, nor has any notice of termination been given thereunder;

     

    (b)  The
      Servicer is duly organized, validly existing and in good standing under the
      laws
      of the United States of America, and has all requisite power and authority
      to
      service the Assigned Loans and otherwise to perform its obligations under the
      Servicing Agreement, as modified by this AAR Agreement;

     

    (c)  The
      Servicer has full power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of the Servicer’s business and will not
      conflict with, or result in a breach of, any of the terms, conditions or
      provisions of the Servicer’s charter or by-laws or any legal restriction, or any
      material agreement or instrument to which the Servicer is now a party or by
      which it is bound, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which the Servicer or its property is subject.
      The
      execution, delivery and performance by the Servicer of this AAR Agreement and
      the consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary action on the part of the Servicer. This AAR
      Agreement has been duly executed and delivered by the Servicer, and, upon the
      due, authorization, execution and delivery by Assignor and Assignee, will
      constitute the valid and legally binding obligation of the Servicer, enforceable
      against the Servicer in accordance with its terms except as enforceability
      may
      be limited by insolvency, liquidation, conservatorship or other similar laws
      administered by the Federal Deposit Insurance Corporation affecting the
      enforcement of contract obligations of insured banks, and by general principals
      of equity regardless of whether enforceability is considered in a proceeding
      in
      equity or at law;

     

    (d)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      the Servicer in connection with the execution, delivery or performance by the
      Servicer of this AAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and

     

    (e)  The
      Servicer shall service the Assigned Loans in accordance with the terms and
      provisions of the Servicing Agreement, as modified by this AAR Agreement. The
      Servicer shall establish a Custodial Account and an Escrow Account under the
      Servicing Agreement with respect to the Assigned Loans separate from the
      Custodial Account and Escrow Account previously established under the Servicing
      Agreement in favor of Assignor, and shall remit collections received on the
      Assigned Loans to the appropriate account as required by the Servicing
      Agreement. The Custodial Account and the Escrow Account each shall be entitled
      “Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National Association
      as
      Trustee, in trust for the registered holders of Nomura Home
      Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3, Asset-Backed
      Certificates, Series 2007-3”
and
      shall be established and maintained with a Qualified Depository. Any funds
      held
      in the Custodial Account are and shall remain uninvested.

     

    Recognition
      of Assignee.

     

    5.  From
      and
      after the date hereof, Servicer shall recognize Assignee as owner of the
      Assigned Loans, and acknowledges that the Assigned Loans will be part of a
      REMIC, and will service the Assigned Loans in accordance with the Servicing
      Agreement, as modified by this AAR Agreement, but in no event in a manner that
      would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the
      imposition of a tax upon any REMIC (including but not limited to the tax on
      prohibited transactions as defined in Section 860F(a)(2) of the Internal Revenue
      Code of 1986 (the “Code”) and the tax on contributions to a REMIC set forth in
      Section 860G(d) of the Code). It is the intention of Assignor, Servicer and
      Assignee that this AAR Agreement shall be binding upon and for the benefit
      of
      the respective successors and assigns of the parties hereto. Neither Servicer
      nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter
      any of the terms or provisions of the Servicing Agreement which amendment,
      modification, waiver or other alteration would in any way affect the Assigned
      Loans without the prior written consent of the Master Servicer and Trustee.
      

     

    6.  The
      Servicer hereby acknowledges that the Trustee, acting pursuant to the terms
      of
      the Pooling and Servicing Agreement, has the right to enforce all obligations
      of
      the Servicer, as they relate to the Assigned Loans, under the Servicing
      Agreement. Such right will include, without limitation, the right to
      indemnification, the right to terminate the Servicer under the Servicing
      Agreement upon the occurrence of an Event of Default thereunder and the right
      to
      exercise certain rights of consent and approval relating to actions taken by
      the
      Servicer under the Servicing Agreement. In addition, any notice required to
      be
      given by the “Purchaser” pursuant to Section 10.01 of the Servicing Agreement
      shall be given by the Master Servicer or the Trustee. The Servicer further
      acknowledges that pursuant to the terms of the Pooling and Servicing Agreement,
      the Master Servicer is required to monitor the performance of the Servicer
      under
      the Servicing Agreement, except with respect to Section 4.23 of the Servicing
      Agreement. The Master Servicer shall have the right to receive all remittances
      required to be made by the Servicer under the Servicing Agreement, the right
      to
      receive all monthly reports and other data required to be delivered by the
      Servicer under the Servicing Agreement, the right to examine the books and
      records of the Servicer under the Servicing Agreement and the right to
      indemnification under the Servicing Agreement. In addition, if the Servicer
      shall fail to remit any payment pursuant to the Servicing Agreement, the Master
      Servicer shall notify the Trustee and the Servicer of such failure as set forth
      in Section 10.01 of the Servicing Agreement. The Servicer hereby agrees to
      make
      all remittances required under the Servicing Agreement to the Master Servicer
      for the benefit of the Certificateholders in accordance with the following
      wire
      instructions:

     

    Wells
      Fargo Bank, N.A.

    ABA:
      121-000-248

    Acct
      #:3970771416

    Acct
      Name: SAS Clearing

    For
      Further Credit to: NHEL 2007-3 Account # 53146900

    


    7.  Pursuant
      to Section 9.01(a) of the Servicing Agreement, the Servicer hereby makes the
      representations and warranties set forth in Section 3.01 of the Servicing
      Agreement as of the Closing Date.

     

    8.  In
      the
      event that the Assignor substitutes any Deleted Mortgage Loans with any
      Qualified Substitute Mortgage Loans in the manner set forth in the Pooling
      and
      Servicing Agreement, the Servicer shall determine the amount (the “Substitution
      Shortfall Amount”), if any, by which the aggregate purchase price of all such
      Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
      Substitute Mortgage Loan, (x) the scheduled principal balance thereof as of
      the
      date of substitution, together with one month’s interest on such scheduled
      principal balance at the applicable Mortgage Interest Rate (minus the
      Administration Fee Rate (as defined below)), plus (y) all outstanding Monthly
      Advances and Servicing Advances (including nonrecoverable Monthly Advances
      and
      nonrecoverable Servicing Advances) related thereto; provided, however, if the
      Servicer repurchases the Deleted Mortgage Loan, the amounts set forth in clause
      (y) shall not be included in the calculation of the Substitution Shortfall
      Amount. On the date of such substitution, the Assignor will deliver or cause
      to
      be delivered to the Servicer for deposit in the Custodial Account an amount
      equal to the Substitution Shortfall Amount, if any, and the Servicer shall
      certify in writing or electronic mail to the Trustee that it has received such
      Substitution Shortfall Amount from the Assignor. The Servicer shall remit such
      Substitution Shortfall Amount to the Securities Administrator on the next
      succeeding Remittance Date. As used in this Section, the “Administration Fee
      Rate” means the sum of the rates used to calculate the fees payable to the
      Servicer, the Master Servicer and the credit risk manager under the Pooling
      and
      Servicing Agreement. 

     

    Modification
      of the Servicing Agreement

     

    9.  The
      Servicer and Assignor hereby amend the Servicing Agreement with respect to
      the
      Assigned Loans as follows:

     

    (a)  The
      following definitions are added to Article I of the Servicing Agreement in
      proper alphabetical order:

     

    “Distribution
      Date”:
      The
      25th
      day of
      any month, or if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day,
      commencing in May 2007.

     

    “Securities
      Administrator”:
      Wells
      Fargo Bank, N.A., or any successor thereto.

     

    “Trust”:
      Nomura
      Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3.

     

    “Trustee”:
      HSBC
      Bank USA, National Association a national banking association, or its successor
      in interest, or any successor trustee.

     

    (b)  The
      definition of Business Day in Article I of the Servicing Agreement is modified
      by replacing clause (ii) with the following:

     

    (ii)
      a
      day on which banking institutions in the State of New York, the State of
      Maryland, the State of Iowa, the State of Delaware, the State of Minnesota,
      the
      State of South Carolina and the State in which any Corporate Trust Office of
      the
      Trustee is located are authorized or obligated by law or executive order to
      be
      closed.

     

    (c)  The
      definition of “Commission” in Article I of the Servicing Agreement is modified
      by replacing such definition with the following:

     

    “Commission”:
      The
      United States Securities and Exchange Commission.

     

    (d)  The
      definition of “Depositor” in Article I of the Servicing Agreement is modified by
      replacing such definition with the following:

     

    “Depositor”:
      Nomura
      Home Equity Loan, Inc.

     

    (e)  The
      definition of “Master Servicer” in Article I of the Servicing Agreement is
      modified by replacing such definition with the following:

     

    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., or any successor thereto.

     

    (f)  The
      definition of “Officer’s
      Certificate”
in
      Article I of this Agreement is modified by adding “(i)” at the beginning thereof
      and the following after the word “Agreement”: 

     

    ,
      or (ii)
      if provided for in this Agreement, signed by an Authorized Servicer
      Representative, as the case may be, and delivered to the Depositor, the Sponsor,
      the Master Servicer, the Securities Administrator and/or the Trustee, as the
      case may be, as required by this Agreement.

     

    (g)  The
      definition of “Opinion of Counsel” in Article I of the Servicing Agreement is
      modified by replacing such definition with the following:

     

    “Opinion
      of Counsel”:
      A
      written opinion of counsel, who may, without limitation, be salaried counsel
      for
      the Depositor, the Company, the Securities Administrator or the Master Servicer,
      acceptable to the Trustee, except that any opinion of counsel relating to (a)
      the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
      Provisions must be an opinion of independent counsel; provided, however, any
      Opinion of Counsel provided by the Company pursuant to clause (b) above may
      be
      provided by internal counsel; provided that the delivery of such Opinion of
      Counsel shall not release the Company from any of its obligations hereunder
      and
      the Company shall be responsible for such contemplated actions or inaction,
      as
      the case may be, to the extent it conflicts with the terms of this
      Agreement.

     

    (h)  The
      definition of “Rating Agency” in Article I of the Servicing Agreement is
      modified by replacing such definition with the following:

     

    “Rating
      Agencies”:
      Moody’s Investors Services, Inc., Standard & Poor’s Ratings Services and
      Dominion Bond Rating Service or their successors. If such agencies or their
      successors are no longer in existence, “Rating Agencies” shall be such
      nationally recognized statistical rating agencies, or other comparable Persons,
      designated by the Depositor, notice of which designation shall be given to
      the
      Trustee.

     

    (i)  The
      definition of “Servicing Officer” in Article I of the Servicing Agreement is
      deleted in its entirety thereof and replaced with the following:

     

    “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 Depositor, Trustee and the Master
      Servicer by the Servicer on the closing date of any securitization transaction,
      as such list may from time to time be amended.

     

    (j)  The
      definition of “Qualified Depository” in Article I of the Servicing Agreement is
      hereby amended by deleting the words “Group or” following the words “Standard
& Poor’s Ratings” and replacing it with “Services and”.

     

    (k)  [Reserved].

     

    (l)  The
      definition of “Servicer” in Article I of the Servicing Agreement is modified by
      replacing such definition with the following:

     

    “Servicer”:
      As
      defined in Section 9.01(d)(iii).

     

    (m)  The
      definition of “Servicing Advances” in Article I of the Servicing Agreement is
      hereby amended by adding the following language after the phrase “including
      reasonable attorney's fees and disbursements”: “but excluding any fees
      associated with the registration of any Mortgage Loan on the MERS System as
      required under Section 4.01”.

     

    (n)  The
      definition of “Servicing Advances” in Article I of the Servicing Agreement is
      further amended by (i) deleting the word “and” at the end of clause (d) thereto
      and replacing it with “,” and (ii) adding the following language at the end
      thereof: “and (f) payment of taxes.”

     

    (o)  The
      first
      sentence of the second paragraph of Section 4.01 of the Servicing Agreement
      is
      modified by inserting the phrase “, other than Servicing Advances,” immediately
      after the words “any future advances”.

     

    (p)  The
      second sentence of the first paragraph of Section 4.02 of the Servicing
      Agreement is modified by (i) deleting
      the phrase “,the Company shall first notify the Purchaser in writing of the
      Company's intention to do so” and (ii) deleting
      the phrase “, provided that the Company shall not commence foreclosure
      proceedings if the Purchaser objects to such action within three (3) Business
      Days of receiving such notice”.

     

    (q)  Section
      4.05 of the Servicing Agreement is modified by deleting the word “and” at the
      end of clause (viii), deleting the “.” at the end of clause (ix) and adding “;”
and adding the following clauses: “(x) to reimburse itself for expenses incurred
      and reimbursable to it pursuant to the fees paid to MERS under Section 4.01;
      and
      (xi) to reimburse itself for any Monthly Advance or Servicing Advance previously
      made by it which the Company has determined to be a nonrecoverable Monthly
      Advance or a nonrecoverable Servicing Advance, as evidenced by the delivery
      to
      the Master Servicer of a certificate signed by two officers of the
      Company”.

     

    (r)  Section
      4.16 of the Servicing Agreement is modified by deleting the “.” from the first
      sentence in the second paragraph and adding the following: “in a manner which
      does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or result in the receipt
      by
      any Trust REMIC created hereunder of any “income from non-permitted assets”
within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from
      foreclosure property” which is subject to taxation under the REMIC
      Provisions.”

     

    (s)  Section
      4.16 of the Servicing Agreement is further modified by deleting the first
      sentence from the third paragraph and replacing it with the following: “The
      Company, shall either sell any REO Property by the close of the third calendar
      year following the calendar year in which the Trust acquires ownership of such
      REO Property for purposes of Section 860(a)(8) of the Code or request from
      the
      Internal Revenue Service, no later than 60 days before the day on which the
      three-year grace period would otherwise expire an extension of the three-year
      grace period, unless the Company had delivered to the Trustee an Opinion of
      Counsel, addressed to the Trustee and the Depositor, to the effect that the
      holding by the Trust of such REO Property subsequent to three years after its
      acquisition will not result in the imposition on any Trust REMIC created
      hereunder of taxes on “prohibited transactions” thereof, as defined in Section
      860F of the Code, or cause any Trust REMIC hereunder to fail to qualify as
      a
      REMIC under Federal law at any time that any Certificates issued by the Trust
      are outstanding.”

     

    (t)  Section
      4.17 of the Servicing Agreement is modified by deleting the words “on or before
      the Remittance Date” from the first sentence therein.

     

    (u)  The
      second paragraph of Section 5.01 of the Servicing Agreement is modified by
      deleting from the first sentence therein the words “second Business Day
      following the” and by deleting the word “second” from the second sentence
      therein.

     

    (v)  Section
      5.02 of the Servicing Agreement is deleted in its entirety and replaced with
      the
      following:

     

    No
      later
      than the tenth (10th)
      calendar day (or if such tenth (10th)
      day is
      not a Business Day, the first Business Day immediately preceding such tenth
      (10th)
      day) of
      each month, Company shall furnish to the Master Servicer a computer tape or
      data
      file containing the data specified in Exhibit I, which data shall reflect
      information from the Due Period immediately preceding the Remittance Date and
      such other information with respect to the Mortgage Loans as the Master Servicer
      may reasonably require to allocate remittances made pursuant to this Agreement
      and provide appropriate statements with respect to such
      remittances.

     

    (w)  Section
      5.03 of the Servicing Agreement is modified by deleting the words “that if
      requested by a Rating Agency” from the first sentence of clause (ii)
      therein.

     

    (x)  The
      first
      paragraph of Section 6.02 of the Servicing Agreement is modified by deleting
      the
      words “and may request the release of any Mortgage Loan Documents” and adding
      the words “and may request that the Purchaser or its designee release the
      related Mortgage Loan Documents” in the last line of such
      paragraph.

     

    (y)  Section
      6.04 of the Servicing Agreement is modified by deleting the words “the
      Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
      Master Servicer and such Depositor” and replacing such with “the Master
      Servicer”. 

     

    (z)  Section
      6.05 of the Servicing Agreement is deleted in its entirety and replaced with
      “Reserved”.

     

    (aa)  Section
      6.06 of the Servicing Agreement is modified by deleting the words “the
      Purchaser, any Master Servicer and any Depositor” and “the Purchaser, such
      Master Servicer and such Depositor” and replacing such with “the Master
      Servicer,”.

     

    (bb)  Section
      6.07 of the Servicing Agreement (entitled “Remedies”) is modified by adding the
      language “, Master Servicer,” after the phrase “(or such designee)” in clause
      (iii) therein. 

     

    (cc)  Section
      6.07 of the Servicing Agreement (entitled “Compliance with REMIC provisions”),
      which follows Section 6.08 thereof, is incorrectly numbered and is hereby
      renumbered as Section 6.09. In addition, the following paragraph is hereby
      added
      to new Section 6.09 of the Servicing Agreement:

     

    The
      Company shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in any REMIC. The Company shall not enter into any
      arrangement by which a REMIC will receive a fee or other compensation for
      services nor permit a REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

     

    (dd)  Section
      8.01 of the Servicing Agreement is deleted in its entirety and replaced with
      the
      following:

     

    The
      Company shall indemnify the Purchaser and Master Servicer and hold them harmless
      against any and all claims, losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments, and any other
      costs, fees and expenses that the Purchaser or Master Servicer may sustain
      in
      any way related to the failure of the Company to perform its duties and service
      the Mortgage Loans in strict compliance with the terms of this Agreement. The
      Company immediately shall notify the Purchaser and Master Servicer if a claim
      is
      made by a third party with respect to this Agreement or the Mortgage Loans,
      assume (with prior written consent of the Purchaser or Master Servicer,
      respectively) the defense of any such claim and pay all expenses in connection
      therewith, including counsel fees, and promptly pay, discharge and satisfy
      any
      judgment or decree which may be entered against it or the Purchaser or Master
      Servicer in respect of such claim. The Company shall follow any written
      instructions received from the Purchaser or Master Servicer in connection with
      such claim. The Purchaser or Master Servicer promptly shall reimburse the
      Company for all amounts advanced by it pursuant to the preceding sentence except
      when the claim is in any way related to the Company’s indemnification pursuant
      to Section 3.03, or the failure of the Company to service and administer the
      Mortgage Loans in strict compliance with the terms of this
      Agreement.

     

    (ee)  Section
      9.01(d) of the Servicing Agreement is modified by deleting phrase “(i), (ii),
      (iii) and (vii)” in the first paragraph thereof in its entirety and replacing it
      with the phrase “(i), (ii), (iii), (vii) and (viii)”.

     

    (ff)  Section
      9.01(d)(vi)(A) of the Servicing Agreement is modified by deleting the phrase
      “The Company shall be deemed to represent” in the first line thereof in its
      entirety and replacing it with the phrase “The Company hereby
      represents”.

     

    (gg)  Section
      9.01(d)(viii) of the Servicing Agreement is modified by adding the following
      language at the end thereof: “as may reasonably requested by the Purchaser, any
      Master Servicer, or any Depositor.”

     

    (hh)  Section
      9.01(e)(iv) of the Servicing Agreement is modified by adding the following
      language at the end thereof: “or Sections 4.25, 6.04, 6.06, 6.07, or
      9.01(d).”

     

    (ii)  Section
      9.01 of the Servicing Agreement is modified by deleting the phrase “Section
      9.01(d)” in the first sentence of the third paragraph thereof in its entirety
      and replacing it with the phrase “Sections 4.25, 6.04, 6.06, 6.07, 9.01(d), (e)
      and (f) and 12.14.”

     

    (jj)  Section
      10.01 of the Servicing Agreement is modified by adding the language “(not
      including Sections 6.04 or 6.06 of this Agreement)” after the phrase “set forth
      in this Agreement” in clause (ii) therein, and by replacing “thirty (30)” with
“fourteen (14)” in clause (x) therein.

     

    (kk)  Section
      11.02 of the Servicing Agreement is hereby deleted in its entirety and replaced
      with the following: “The parties agree that the Company cannot be terminated
      without cause.”

     

    (ll)  Exhibit
      I
      of the Servicing Agreement is modified to include the information set forth
      on
Attachment
      3
      hereto
      or in such other format mutually agreed upon by the Company and the Master
      Servicer.

     

    (mm)  Exhibit
      I
      of the Servicing Agreement is further modified by deleting the phrase “Form of
      Remittance Advice” in its entirety and replacing it with the phrase “Form of
      Remittance Report”. 

     

    (nn)  Exhibit
      K
      of the Servicing Agreement is hereby deleted in its entirety and replaced with
      Attachment
      4
      hereto.

     

    (oo)  Section
      4.13 of the Servicing Agreement is hereby deleted in its entirety and replaced
      with the following:

     

    The
      Company shall inspect the Mortgaged Property as often as deemed necessary in
      accordance with Accepted Servicing Practices or as may be required by the
      primary mortgage guaranty insurer, to assure itself that the value of the
      Mortgaged Property is being preserved. The Company shall keep a record of each
      such inspection and, upon request, shall provide the Purchaser with an
      electronic report of each such inspection.

     

    Miscellaneous

     

    10.  All
      demands, notices and communications related to the Assigned Loans, the Servicing
      Agreement and this AAR Agreement shall be in writing or electronic mail and
      shall be deemed to have been duly given if personally delivered at or mailed
      by
      registered mail, postage prepaid, as follows:

     

    (a)  In
      the
      case of Assignor,

     

    Nomura
      Credit & Capital, Inc.

    2
      World
      Financial Center

    Building
      B, 18th
      Floor

    New
      York,
      New York 10281

    Attn:
      Legal Assistant 

    


    (b)  In
      the
      case of Assignee,

     

    Nomura
      Home Equity Loan, Inc.

    2
      World
      Financial Center

    Building
      B, 18th
      Floor

    New
      York,
      New York 10281

    Attention:
      Legal Assistant

     

    (c)  In
      the
      case of Master Servicer,

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Manager - NHEL 2007-3

     

    Telecopier:
      (410) 715-2380

     

    (d)  In
      the
      case of Servicer,

     

    Wells
      Fargo Bank, N.A.

    1
      Home
      Campus

    Des
      Moines, Iowa 50328-0001

    Attention:
      John B. Brown, MAC X2302-033

     

    With
      a
      copy to:

    


    Wells
      Fargo Bank, N.A.

    1
      Home
      Campus

    Des
      Moines, Iowa 50328-0001

    Attention:
      General Counsel MAC X2401-06T

     

    11.  Each
      party will pay any commissions, fees and expenses, including attorney’s fees, it
      has incurred in connection with the negotiations for, documenting of and closing
      of the transactions contemplated by this AAR Agreement.

     

    12.  This
      AAR
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles, and the obligations, rights
      and remedies of the parties hereunder shall be determined in accordance with
      such laws.

     

    13.  No
      term
      or provision of this AAR Agreement may be waived or modified unless such waiver
      or modification is in writing and signed by the party against whom such waiver
      or modification is sought to be enforced.

     

    14.  This
      AAR
      Agreement shall inure to the benefit of the successors and assigns of the
      parties hereto. Any entity into which Assignor, Assignee or Company may be
      merged or consolidated shall, without the requirement for any further writing,
      be deemed Assignor, Assignee or Company, respectively, hereunder.

     

    15.  This
      AAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Servicing Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of the Servicing Agreement.

     

    16.  This
      AAR
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument.

     

    17.  In
      the
      event that any provision of this AAR Agreement conflicts with any provision
      of
      the Servicing Agreement with respect to the Assigned Loans, the terms of this
      AAR Agreement shall control.

     

    18.  For
      purposes of this AAR Agreement, the Trustee and the Master Servicer shall be
      considered third party beneficiaries to this Agreement entitled to all the
      rights and benefits accruing to the Trustee and the Master Servicer, as
      applicable, herein as if it were a direct party to this AAR
      Agreement.

     

    


    [SIGNATURES
      COMMENCE ON FOLLOWING PAGE]

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

    
 

    
      	
              NOMURA
                CREDIT & CAPITAL, INC.

              Assignor

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Timothy P.F. Crowley 

            	 	 
	
              Name:

            	
              Timothy
                P.F. Crowley

            	 	 
	
              Title:

            	
              Vice
                President

            	 	 


    

     

    


    
      	
              NOMURA
                HOME EQUITY LOAN, INC.

              Assignee

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                John P. Graham 

            	 	 
	
              Name:

            	
              John
                P. Graham

            	 	 
	
              Title:

            	
              Managing
                Director

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              WELLS
                FARGO BANK, N.A.

              Servicer

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Bradley A. Davis 

            	 	 
	
              Name:

            	
              Bradley
                A. Davis

            	 	 
	
              Title:

            	
              Vice
                President 

            	 	 


    

    


    


    


    
      	
              ACKNOWLEDGED
                AND AGREED TO:

              HSBC
                BANK USA, NATIONAL ASSOCIATION

              Trustee
                for the holders of the Nomura Home Equity Loan, Inc.,

              Home
                Equity Loan Trust, Series 2007-3

              Asset-Backed
                Certificates

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Nina Nassar 

            	 	 
	
              Name:

            	
              Nina
                Nassar

            	 	 
	
              Title:

            	
              Officer

            	 	 


    

     

    


    
      	
              ACKNOWLEDGED
                AND AGREED TO:

              WELLS
                FARGO BANK, N.A.

              Master
                Servicer

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	
              /s/
                Carla S. Walker 

            	 	 
	
              Name:

            	
              Carla
                S. Walker

            	 	 
	
              Title:

            	
              Vice
                President

            	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ATTACHMENT
      I

    


    ASSIGNED
      LOAN SCHEDULE

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ATTACHMENT
      2

     

    SELLER’S
      WARRANTIES AND SERVICING AGREEMENT

    


     

    [TO
      BE
      PROVIDED UPON REQUEST]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    ATTACHMENT
      3

     

    STANDARD
      FILE LAYOUT- SCHEDULED/SCHEDULED

     

    Exhibit
      1:
      Standard
      File Layout - Master Servicing

    

      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

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

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

                ACTION_CODE

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

              	 	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure,
                  , 60=PIF,

                63=Substitution,
                  65=Repurchase,70=REO
                  

              	
                2

              
	
                INT_ADJ_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STANDARD
      FILE LAYOUT- DELINQUENCY REPORTING

     

    


    Exhibit
      : Standard
      File Layout - Delinquency Reporting

    


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

    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

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

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

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

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

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

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

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

            	 	
               

            
	
              POST_PETITION_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

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

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

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

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

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

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

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

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

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

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

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

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

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

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

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

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

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

     

    
      	·  	
              ASUM-Approved
                Assumption

            


    

     

    
      	·  	
              BAP-Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO-
                Charge Off

            


    

     

    
      	·  	
              DIL-
                Deed-in-Lieu

            


    

     

    
      	·  	
              FFA-
                Formal Forbearance Agreement

            


    

     

    
      	·  	
              MOD-
                Loan Modification

            


    

     

    
      	·  	
              PRE-
                Pre-Sale

            


    

     

    
      	·  	
              SS-
                Short Sale

            


    

     

    
      	·  	
              MISC-Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

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

     

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

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

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


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

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

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

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

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



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

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

    (j)  

     

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

     

    Liquidation
      and Acquisition Expenses:

     

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


     

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

     

    3.            
      Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
      as calculated on a monthly basis. For documentation, an Amortization Schedule
      from date of default through liquidation breaking out the net interest and
      servicing fees advanced is required.

     

    4-12.       
      Complete
      as applicable. Required documentation:

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

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


     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.           The
      total
      of lines 1 through 12.

     

    (l)             Credits:
      

     

    14-21.     
      Complete
      as applicable. Required documentation:

     

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

     

    Letter
      of
      Proceeds Breakdown.

     

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

     

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

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

     

    Total
      Realized Loss (or Amount of Any Gain)

     

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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


     

    
      	
              Prepared
                by:

            	 	
              Date:

            	 
	
              Phone:

            	 	
              Email
                Address:

            	 


    

    


     

    
      	
              Servicer
                Loan No.

            	
               

            	
              Servicer
                Name

            	
               

            	
              Servicer
                Address 

               

            


    

     

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

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

    
      	 	
              Liquidation
                Type: 

            	
              REO
                Sale

            	
              3rd
                Party Sale

            	
              Short
                Sale

            	
              Charge
                Off

            


    

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes              No

     

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:


     

    
      	
              (1)

            	
              Actual
                Unpaid Principal Balance of Mortgage Loan

            	
              $

            	 	
              (1)

            
	
              (2)

            	
              Interest
                accrued at Net Rate

            	 	 	
              (2)

            
	
              (3)

            	
              Accrued
                Servicing Fees

            	 	 	
              (3)

            
	
              (4)

            	
              Attorney's
                Fees

            	 	 	
              (4)

            
	
              (5)

            	
              Taxes
                (see page 2)

            	 	 	
              (5)

            
	
              (6)

            	
              Property
                Maintenance

            	 	 	
              (6)

            
	
              (7)

            	
              MI/Hazard
                Insurance Premiums (see page 2)

            	 	 	
              (7)

            
	
              (8)

            	
              Utility
                Expenses

            	 	 	
              (8)

            
	
              (9)

            	
              Appraisal/BPO

            	 	 	
              (9)

            
	
              (10)

            	
              Property
                Inspections

            	 	 	
              (10)

            
	
              (11)

            	
              FC
                Costs/Other Legal Expenses

            	 	 	
              (11)

            
	
              (12)

            	
              Other
                (itemize)

            	 	 	
              (12)

            
	 	
              Cash
                for Keys

            	 	 	 	
              (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

            	 	 	 
	 	 	 	 	
              (18b)

            
	
              HUD
                Part B

            	 	 	 
	
              (19)

            	
              Pool
                Insurance Proceeds

            	 	 	
              (19)

            
	
              (20)

            	
              Proceeds
                from Sale of Acquired Property

            	 	 	
              (20)

            
	
              (21)

            	
              Other
                (itemize)

            	 	 	
              (21)

            
	 	 	 	 	
              (21)

            
	 	
              Total
                Credits

            	 	
              $

            	 	
              (22)

            
	
              Total
                Realized Loss (or Amount of Gain)

            	
              $

            	 	
              (23)

            



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Escrow
      Disbursement Detail


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 
	
               

               

            	 	 	 	 	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ATTACHMENT
      4

     

    BACK-UP
      CERTIFICATION

     

    Re:          
      __________
      (the “Trust”)

     

    Nomura
      Home Equity Loan, Inc., Home Equity Loan Trust, Series 2007-3

     

    I,
      [identify the certifying individual], certify to Nomura Home Equity Loan, Inc.
      (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, N.A. (the “Master Servicer”), and their respective officers, with
      the knowledge and intent that they will rely upon this certification,
      that:

     

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

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

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

     

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

     

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Seller’s Warranties and Servicing Agreement, dated as of March 1, 2006,
      between Wells Fargo Bank, N.A. and Nomura
      Credit & Capital, Inc.,
      as
      modified by the Assignment, Assumption and Recognition Agreement, dated as
      of
      April 1, 2007, among Nomura Credit & Capital, Inc., Nomura Home Equity Loan,
      Inc. and Wells Fargo Bank, N.A. (together, the “Servicing
      Agreement”).

     

    
      	
              Date:

            	 	 
	 	 
	 	 
	
              [Signature]

            	 
	 	 
	
              [Title]

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      X-1

     

    FORM
      OF SERVICING CRITERIA

    


    Standard
      File Layout - Master Servicing 

    
      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

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

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

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

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

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

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

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

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              


      

      
        	
                 

                ACTION_CODE

              	
                 

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

              	 	Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 	
                2

              
	
                INT_ADJ_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

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

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      X-2

     

     

    
      	Exhibit 2: Standard
              File Layout - Delinquency
              Reporting


    

     

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

    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

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

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

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

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

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

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

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

            	 	
               

            
	
              POST_PETITION_DUE_DATE

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

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

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

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

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

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

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

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

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

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

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

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

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

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

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

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

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

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

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

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              MOTION_FOR_RELIEF_DATE

            	
              The
                date the Motion for Relief was filed

            	
              10

            	
              MM/DD/YYYY

            
	
              FRCLSR_BID_AMT

            	
              The
                foreclosure sale bid amount

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            
	
              FRCLSR_SALE_TYPE

            	
              The
                foreclosure sales results: REO, Third Party, Conveyance to
                HUD/VA

            	
               

            	
               

            
	
              REO_PROCEEDS

            	
              The
                net proceeds from the sale of the REO property. 

            	
               

            	
              No
                commas(,) or dollar signs ($)

            
	
              BPO_DATE

            	
              The
                date the BPO was done.

            	
               

            	
               

            
	
              CURRENT_FICO

            	
              The
                current FICO score

            	
               

            	
               

            
	
              HAZARD_CLAIM_FILED_DATE

            	
              The
                date the Hazard Claim was filed with the Hazard Insurance
                Company.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_AMT

            	
              The
                amount of the Hazard Insurance Claim filed.

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            
	
              HAZARD_CLAIM_PAID_DATE

            	
              The
                date the Hazard Insurance Company disbursed the claim
                payment.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_PAID_AMT

            	
              The
                amount the Hazard Insurance Company paid on the claim.

            	
              11

            	
              No
                commas(,) or dollar signs ($)

            
	
              ACTION_CODE

            	
              Indicates
                loan status

            	 	
              Number

            
	
              NOD_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              NOI_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_
                PLAN_END_DATE

            	
               

            	
               

            	
               

            
	
              ACTUAL_REO_START_DATE

            	
               

            	
               

            	
              MM/DD/YYYY

            
	
              REO_SALES_PRICE

            	
               

            	
               

            	
              Number

            
	
              REALIZED_LOSS/GAIN

            	
              As
                defined in the Servicing Agreement

            	
               

            	
              Number

            


    

     

     

    
      	Exhibit 2: Standard
              File Codes - Delinquency
              Reporting


    

     

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

     

    
      
        	
              	·	
                ASUM-Approved
                  Assumption

              


      

    

     

    
      
        	
              	·	
                BAP-Borrower
                  Assistance Program

              


      

    

     

    
      
        	
              	·	
                CO-
                  Charge Off

              


      

    

     

    
      
        	
              	·	
                DIL-
                  Deed-in-Lieu

              


      

    

     

    
      
        	
              	·	
                FFA-
                  Formal Forbearance Agreement

              


      

    

     

    
      
        	
              	·	
                MOD-
                  Loan Modification

              


      

    

     

    
      
        	
              	·	
                PRE-
                  Pre-Sale

              


      

    

     

    
      
        	
              	·	
                SS-
                  Short Sale

              


      

    

     

    
      
        	
              	·	
                MISC-Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

    

     

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

     

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

     

    
      
        	
              	·	
                Mortgagor

              


      

    

     

    
      
        	
              	·	
                Tenant

              


      

    

     

    
      
        	
              	·	
                Unknown
                  

              


      

    

     

    
      
        	
              	·	
                Vacant

              


      

    

     

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


     

    
      
        	
              	·	
                Damaged

              


      

    

     

    
      
        	
              	·	
                Excellent

              


      

    

     

    
      
        	
              	·	
                Fair

              


      

    

     

    
      
        	
              	·	
                Gone

              


      

    

     

    
      
        	
              	·	
                Good

              


      

    

     

    
      
        	
              	·	
                Poor

              


      

    

     

    
      
        	
              	·	
                Special
                  Hazard

              


      

    

     

    
      
        	
              	·	
                Unknown

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	Exhibit 2: Standard
              File Codes - Delinquency Reporting, Continued


    

     

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

     

    
      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	Exhibit 2: Standard
              File Codes - Delinquency Reporting, Continued


    

     

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

     

    
      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      X-3

     

    


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

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      

    1.  

     

    2.  The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
            	1.	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	2.	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
            	3.	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	4-12.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

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


     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    
      	
            	13.	
              The
                total of lines 1 through 12.

            


    

     

    
      	
            	3.	
              Credits:
                

            


    

     

    
      	
            	14-21.	
              Complete
                as applicable. Required
                documentation:

            


    

     

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

     

    Letter
      of
      Proceeds
      Breakdown.

     

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

     

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

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

              


      

    

     

    Total
      Realized Loss (or Amount of Any Gain)

    
      	
            	23.	
              The
                total derived from subtracting line 22 from 13. If the amount represents
                a
                realized gain, show
                the amount in parenthesis ( ). 

            


    

    
      	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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


    

     

     

    
      	Prepared by: __________________	Date:
              _______________
	Phone: ______________________ 	Email
              Address:_____________________


    

    
      	 	 	 	 	 
	
              Servicer
                Loan No.

               

            	 	
              Servicer
                Name

               

            	 	
              Servicer
                Address 

               

               

            


    

     

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

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

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

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

    (1) Actual
      Unpaid Principal Balance of Mortgage Loan  $
      ______________ (1)

    (2) Interest
      accrued at Net Rate     
      ________________ (2)

    (3) Accrued
      Servicing Fees     
      ________________ (3)

    (4) Attorney's
      Fees      
      ________________ (4)

    (5) Taxes
      (see page 2)      
      ________________ (5)

    (6) Property
      Maintenance       ________________ (6)

    (7) MI/Hazard
      Insurance Premiums (see page 2)   
      ________________ (7)

    (8) Utility
      Expenses     
      ________________ (8)

    (9) Appraisal/BPO      
      ________________ (9)

    (10) Property
      Inspections      
      ________________ (10)

    (11) FC
      Costs/Other Legal Expenses    
      ________________ (11)

    (12) Other
      (itemize)      
      ________________ (12)

    Cash
      for
      Keys__________________________  
      ________________ (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

    ________________
      (18b) HUD Part B

    (19) Pool
      Insurance Proceeds     ________________ (19)

    (20) Proceeds
      from Sale of Acquired Property   ________________ (20)

    (21) Other
      (itemize)      ________________ (21)

    ________________________________________  ________________ (21)

     

    Total
      Credits      $________________ (22)

    Total
      Realized Loss (or Amount of Gain)   $________________ (23)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Escrow
      Disbursement Detail

    


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest